EXHIBIT 4.2
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR BY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK) (“ DTC ”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
OCCIDENTAL PETROLEUM
CORPORATION
4.125% SENIOR NOTE DUE
2016
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NO. R-
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PRINCIPAL AMOUNT:
U.S.$
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CUSIP: 674599 BX 2
ISIN: US674599 BX 25
COMMON CODE: 040585150
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ORIGINAL ISSUE DATE:
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May 15, 2009
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MATURITY DATE:
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June 1, 2016
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INTEREST RATE:
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4.125% per annum
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INTEREST PAYMENT DATES:
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June 1 and December 1, commencing December 1,
2009
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REGULAR RECORD DATES:
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May 15 and November 15
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REDEMPTION DATE/PRICE:
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See Further Provisions Set Forth
Herein
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OCCIDENTAL PETROLEUM CORPORATION, a
corporation duly organized and existing under the laws of the State
of Delaware (herein referred to as the “ Company
,” which term includes any successor under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the Principal Amount
specified above on the Maturity Date specified above (unless and to
the extent earlier redeemed prior to such Maturity Date) and to pay
interest thereon from May 15, 2009 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year,
commencing on December 1, 2009, at the rate per annum specified
above, until the principal hereof is paid or made available for
payment.
Interest on this Note will be computed on the
basis of a 360-day year comprised of twelve 30-day months. Interest
payments for this Note will include interest accrued to but
excluding each Interest Payment Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date,
which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, immediately preceding such Interest
Payment Date. If any Interest Payment Date or Maturity with respect
to this Note falls on a day that is not a Business Day, the payment
due on such Interest Payment Date or at Maturity will be made on
the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date or Maturity, and no interest
shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be, until
such following Business Day. Except as otherwise provided in the
Indenture, any Defaulted Interest will forthwith cease to be
payable to the Holder on the Regular Record Date with respect to
such Interest Payment Date by virtue of having been such Holder and
may either (1) be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined below), notice of
which shall be given to Holders of Notes not less than 10 days
prior to such Special Record Date, or (2) be paid at any time in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon
such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payment of the principal of and interest
on this Note will be made at the Corporate Trust Office of the
Trustee in the Borough of Manhattan, The City of New York, or at
the office or agency of the Trustee maintained for that purpose in
the Borough of Manhattan, The City of New York, or at any other
office or agency designated by the Company for such purpose, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided that, at the option of the Company, payment
of interest due on any Interest Payment Date may be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer
of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less
than 15 days prior to the applicable Interest Payment
Date.
Reference is hereby made to the
further provisions of this Note set forth below, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee or its duly
appointed co-authenticating agent by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
[ signature page follows ]
2
IN WITNESS WHEREOF, OCCIDENTAL
PETROLEUM CORPORATION has caused this Note to be signed by the
signature or facsimile signature of its Chairman of the Board, its
President, a Vice President, its Treasurer or an Assistant
Treasurer and attested by its Secretary or an Assistant Secretary
by his or her signature or a facsimile thereof, and its corporate
seal or a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated: May 15, 2009
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(SEAL)
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OCCIDENTAL PETROLEUM CORPORATION
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By:
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Name:
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Robert J. Williams, Jr.
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Title:
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Vice President and Treasurer
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Attest:
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Name:
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S. P. Parise
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Title:
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Assistant Secretary
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3
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to in the within-mentioned
Indenture.
The Bank of New York Mellon Trust
Company, N.A., as Trustee
This Note is one of a duly
authorized issue of securities (herein called the
“Securities” ) of the Company, issued and to be
issued pursuant to the Indenture. This Note is one of a series
designated by the Company as its 4.125% Senior Notes due 2016 (the
“Notes”), limited in initial aggregate principal amount
to $750,000,000. The Indenture does not limit the aggregate
principal amount of the Securities.
The Company issued this Note
pursuant to an Indenture, dated as of April 1, 1998 (herein called
the “Indenture” which term, for the purpose of this
Note, shall include the Officers’ Certificate dated May 15,
2009, delivered pursuant to Sections 201 and 301 of the Indenture),
between the Company and The Bank of New York Mellon Trust Company,
N.A., as successor trustee (herein called the
“Trustee,” which term includes any successor
trustee under the Indenture) to the Bank of New York, the original
trustee, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and
delivered.
The Notes are issuable as Registered
Securities, without coupons, in denominations of $2,000 and any
amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations
therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surr