Exhibit 4.1


 


OCCIDENTAL
PETROLEUM CORPORATION


 


Officers’
Certificate


 


Pursuant to Section 201 and Section 301
of the Indenture, dated as of April 1, 1998 (the “Indenture”), between
Occidental Petroleum Corporation, a Delaware corporation (the “Company”), and
The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”)
to the Bank of New York, the original trustee, the terms of a series of
Securities to be issued pursuant to the Indenture are as follows:


 


1.            Authorization.  The establishment of a new series of
Securities of the Company has been approved and authorized in accordance with
the provisions of the Indenture pursuant to resolutions adopted by the Board of
Directors of the Company on July 17, 2008.


 


2.            Compliance with Covenants
and Conditions Precedent.  All
covenants and conditions precedent provided for in the Indenture relating to
the establishment of such series of Securities have been complied with.


 


3.            Terms.  The terms of the series of Securities
established pursuant to this Officers’ Certificate shall be as follows:


 


(i)            Title.  The title of the series of Securities is the “7%
Senior Notes due 2013” (the “Notes”).


 


(ii)           Initial Aggregate
Principal Amount.  The initial
aggregate principal amount of the Notes which may be authenticated and
delivered pursuant to the Indenture (except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Sections 304, 305, 306, 906 and 1107 of the Indenture)
is $1,000,000,000.


 


(iii)          Registered Securities in
Book-Entry Form.  The Notes
shall be issued in the form of Registered Securities without coupons.  The Notes will be issued in book-entry form (“Book-Entry
Notes”) and represented by one or more definitive global Notes (the “Global
Notes”).  The initial Depositary with
respect to the Global Notes will be The Depository Trust Company.  Book-Entry Notes will not be exchangeable for
Notes in definitive form (“Definitive Notes”) except as provided in Section 305
of the Indenture.


 


(iv)          Persons to Whom Interest
Payable.  Interest payable on
any Interest Payment Date (as defined below) will be paid to the Person in
whose name a Note is registered at the close of business on the Regular Record
Date (whether or not a Business Day) with respect to such Interest Payment
Date.


 


(v)           Stated Maturity.  The principal amount of the Notes will be
payable on November 1, 2013, subject to earlier redemption as set forth in
paragraph (viii) below.


 

















 


(vi)          Rate of Interest; Interest
Payment Dates; Regular Record Dates; Accrual of Interest.  The Notes will bear interest at the rate of
7% per annum calculated on the basis of a 360-day year comprised of twelve
30-day months.  Interest on the Notes
will be payable semi-annually in arrears on May 1 and November 1 of
each year (each, an “Interest Payment Date”), commencing on May 1,
2009.  The Regular Record Date shall be
the October 15 or April 15 (whether or not a Business Day), as the
case may be, immediately preceding such Interest Payment Date.  The Notes will bear interest from October 21,
2008 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for until the principal thereof is paid or made available
for payment.  Interest payments on the
Notes shall be the amount of interest accrued from and including the most
recent Interest Payment Date in respect of which interest has been paid or duly
provided for (or from and including October 21, 2008 if no interest has
been paid or duly provided for with respect to the Notes), to but excluding the
next succeeding Interest Payment Date (or other day on which such payment of
interest is due).


 


(vii)         Place of Payment;
Registration of Transfer and Exchange; Notices to Company.  Payment of the principal of and interest on
the Notes 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; 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.  The Notes may be presented
for exchange and registration of transfer 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 the office of any transfer agent hereafter
designated by the Company for such purpose. 
Notices and demands to or upon the Company in respect of the Notes and
the Indenture may be served at Occidental Petroleum Corporation, 10889 Wilshire
Boulevard, Los Angeles, California 90024, Attention: Vice President and
Treasurer.


 


(viii)        Redemption.  The Notes are not entitled to any mandatory
redemption or sinking fund payments. 
However, the Notes are redeemable, in whole or in part, at the option of
the Company at any time and from time to time on the terms and subject to the
conditions set forth in the form of certificate evidencing the Notes attached
hereto as Exhibit A and in the Indenture.


 


(ix)           Denominations.  The Notes are issuable in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.


 


(x)            Security Register; Paying
Agent.  The Security Register
for the Notes will be initially maintained at the Corporate Trust Office of the
Trustee in the Borough of Manhattan, The City of New York or at the office of
any transfer agent


 


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hereafter designated
by the Company for such purpose.  The
Company hereby appoints the Trustee as the initial Securities Registrar, transfer
agent and Paying Agent.


 


(xi)           Further Issues.  The Company may, from time to time, without
notice to or the consent of the Holders of the Notes, reopen the Notes and
issue additional Notes.


 


(xii)          Form.  The certificates evidencing the Notes will be
in substantially the form set forth in Exhibit A attached hereto ; provided that, if Definitive Notes are issued in exchange
for interests in Global Notes, then the legend appearing on the first page and
the “Schedule of Exchanges of Interests in the Global Note” appearing on the
last page of the certificate evidencing the Notes attached hereto as Exhibit A
shall be removed from the Definitive Notes. 
The Notes shall have such other terms and provisions as are set forth in
the form of certificate evidencing the Notes attached hereto as Exhibit A,
all of which terms and provisions are incorporated by reference in and made a
part of this Officers’ Certificate as if set forth in full herein.


 


Terms (whether of not capitalized) that are
defined in the Indenture and not otherwise defined herein have the meanings
specified in the Indenture.


 


Each of the undersigned, for himself, states,
as an officer of the Company, not in his individual capacity, that he has read
and is familiar with the provisions of Article Two of the Indenture
relating to the establishment of the form of certificate representing a series
of Securities thereunder and Article Three of the Indenture relating to
the establishment of a series of Securities thereunder and, in each case, the
definitions therein relating thereto; that the statements made in this
certificate are based upon an examination of the Notes, upon an examination of
and familiarity with Articles Two and Three of the Indenture and such
definitions, upon his general knowledge of and familiarity with the affairs of
the Company and its acts and proceedings and upon the performance of his duties
as an officer of the Company; that, in his opinion, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not the covenants and conditions referred to above
have been complied with; and that in his opinion, with respect to the
foregoing, the covenants and conditions provided for in the Indenture relating
to the establishment of the Notes as a series of Securities under the Indenture
have been complied with.


 


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IN WITNESS WHEREOF, the undersigned have
hereunto signed this certificate on behalf of the Company as of this 21st day
of October, 2008.


 


 


	
   

  	
  OCCIDENTAL PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael P. Miller

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  S. P. Parise

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  



 

















 


Exhibit A


 


Form of
Certificate Evidencing the 7% Senior Notes due 2013