Exhibit 10.2

       

    

    
      EXECUTION VERSION

    

     

       

    FIRST AMENDMENT dated as of March 23, 2020 (this “Amendment”), to the Term Loan Agreement
      dated as of June 3, 2019 (as amended, amended and restated, supplemented or otherwise modified, the “Term Loan Agreement”), among OCCIDENTAL PETROLEUM CORPORATION (the “Company”), the Banks party thereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

     

    WHEREAS, the Banks have made Term Loans to the Company under the Term Loan Agreement on the terms and subject to the conditions set forth therein. 
      Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.

     

    WHEREAS, the Company has requested that the Term Loan Agreement be amended in the manner set forth herein.

     

    WHEREAS, the Banks party hereto, constituting the Required Banks, and the Administrative Agent are willing to so amend the Term Loan Agreement on the
      terms and subject to the conditions hereof.

     

    NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, the parties hereto hereby agree as follows:

     

    SECTION 1.  Amendments to the Term Loan Agreement.  Effective as of the
      Amendment Effective Date, the definition of the term “Total Capitalization” in Section 1.01 of the Term Loan Agreement is hereby amended by inserting the following sentence at the end of
      such definition:

     

    “For purposes of this Agreement, Total Capitalization shall be calculated excluding the cumulative amount of any non-cash
      write-downs, impairments and related charges occurring after September 30, 2019, including, without limitation, those which may be required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the
      Federal Securities Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X promulgated by the Securities and Exchange Commission or by United States generally accepted accounting principles.”

     

    SECTION 2.  Representations and Warranties.  The Company represents and
      warrants to the Administrative Agent and the Banks that:

     

    (a)  this Amendment has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of
      the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and
      by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a
      proceeding in equity or at law);

     

       

    
      
        


      2

    

    
    (b) after giving effect to this Amendment, the representations and warranties of the Company set forth in the Term Loan Agreement
      are true and correct in all material respects as of the Amendment Effective Date (or in all respects if such representation is qualified by materiality), except where such representations and warranties expressly relate to an earlier date, in which
      case such representations and warranties were true and correct on and as of such earlier date; and

     

    (c) no Event of Default and no Unmatured Event of Default has occurred or is continuing on the Amendment Effective Date before or
      after giving effect to this Amendment.

     

    SECTION 3.  Effectiveness.  This Amendment shall become effective as of
      the date (the “Amendment Effective Date”) on which the Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by the
      Company, the Administrative Agent and the Required Banks.

     

    The Administrative Agent shall notify the Banks of the Amendment Effective Date and such notice shall be conclusive and binding absent manifest error.

     

    SECTION 4.  Expenses.  The Company agrees to reimburse the
      Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, in each case to the extent provided in Section 10.04
      of the Term Loan Agreement.

     

    SECTION 5.  Effect of Amendment.  (a)  Except as expressly set forth
      herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Person party to the Term Loan Agreement, and shall not alter, modify, amend or in any way affect any
      of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle the
      Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement.

     

    (b)  On and after the Amendment Effective Date, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”,
      “hereof”, “hereto”, or words of similar import, and each reference to the Term Loan Agreement, “thereunder”, “thereof” or words of similar import referring to the Term Loan Agreement in any other document shall be deemed a reference to the Term Loan
      Agreement as amended hereby.

     

    SECTION 6.  Applicable Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
      CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

     

    SECTION 7.  Integration.  This Amendment supersedes any and all
      previous agreements and understandings, oral or written, relating to the subject matter hereof.

     

       

    
      
        


      3

    

    SECTION 8.  General.  Sections 10.01 (No Waiver; Modifications in Writing), 10.02 (Confidentiality), 10.03 (Notices,






        etc.), 10.10 (Headings), 10.12 (Execution in Counterparts; Integration) and 10.14 (Consent to Jurisdiction and Service of Process; Waiver of Jury Trial) of the Term Loan Agreement are hereby incorporated into and shall apply mutatis mutandis to this Amendment.

     

    [Remainder of page intentionally left blank]

     

       

    
      
        


    

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above
      written.

     

    	 	
            OCCIDENTAL PETROLEUM CORPORATION,

          
	 	 
	 	
            by

          	/s/ James E. Holtz
	 	 	
            Name: James E. Holtz

          
	 	 	
            Title: Assistant Treasurer

          


    

       

    
      [Signature Page to First Amendment to Term Loan Agreement]

    

    

       

    
      
        


    

    	 	
            CITIBANK, N.A., in its individual capacity,

             as Administrative Agent and as a Bank

          
	 	 
	 	
            by

          	
            /s/ Carolyn Kee

          
	 	 	
            Name: Carolyn Kee

          
	 	 	
            Title: Vice President

          


     

       

    
      [Signature Page to First Amendment to Term Loan Agreement]

    

     

       

    
      
        


    

    
      
        FIRST AMENDMENT TO

        TERM LOAN AGREEMENT OF

        OCCIDENTAL PETROLEUM CORPORATION

      

       

      
        	 	
                BANK OF AMERICA, N.A.

              
	 	 
	 	
                by

              	
                /s/ Raza Jafferi

              
	 	 	
                Name: Raza Jafferi

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

            

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                THE BANK OF NOVA SCOTIA,

                 HOUSTON BRANCH

              
	 	 
	 	
                by

              	
                /s/ Scott Nickel

              
	 	 	
                Name: Scott Nickel

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                BARCLAYS BANK PLC, as a Lender

              
	 	 
	 	
                by

              	
                /s/ Sydney G. Dennis

              
	 	 	
                Name: Sydney G. Dennis

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                HSBC BANK USA, NATIONAL ASSOCIATION

              
	 	 
	 	
                by

              	
                /s/ John Robinson

              
	 	 	
                Name: John Robinson

              
	 	 	
                Title: Managing Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                JPMORGAN CHASE BANK, N.A.

                  

              
	 	 
	 	
                by

              	
                /s/ Arina Mavilian

              
	 	 	
                Name: Arina Mavilian

              
	 	 	
                Title: Authorized Signatory

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                MUFG BANK, LTD.

              
	 	 
	 	
                by

              	
                /s/ Anastasiya Bykov

              
	 	 	
                Name: Anastasiya Bykov

              
	 	 	
                Title: Vice President

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                ROYAL BANK OF CANADA

              
	 	 
	 	
                by

              	
                /s/ Katy Berkemeyer

              
	 	 	
                Name: Katy Berkemeyer

              
	 	 	
                Title: Authorized Signatory

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            
              FIRST AMENDMENT TO

              TERM LOAN AGREEMENT OF

              OCCIDENTAL PETROLEUM CORPORATION

            

             

          

        

        	 	
                SOCIETE GENERALE

              
	 	 
	 	
                by

              	
                /s/ Jonathan Logan

                

              
	 	 	
                Name: Jonathan Logan

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            
              
                
                  FIRST AMENDMENT TO

                  TERM LOAN AGREEMENT OF

                  OCCIDENTAL PETROLEUM CORPORATION

                

                 

              

              	 	 SUMITOMO MITSUI BANKING CORPORATION
	 	 
	 	
                      by

                    	
                      /s/ Michael Maguire

                    
	 	 	
                      Name: Michael Maguire

                    
	 	 	
                      Title: Managing Director

                    


               

              

              
                
                  [Signature Page to First Amendment to Term Loan Agreement]

                   

                  

                

              

            

            
              
                


            

            

              FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                WELLS FARGO BANK, N.A.

              
	 	 
	 	
                by

              	
                /s/ Brandon Dunn

              
	 	 	
                Name: Brandon Dunn

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

        

         

        	 	
                BANCO BILBAO VIZCAYA ARGENTARIA,

                 S.A. NEW YORK BRANCH

              
	 	 
	 	
                by

              	
                /s/ Cara Younger

              
	 	 	
                Name: Cara Younger

              
	 	 	
                Title: Executive Director

              


        	 	 
	 	
                by

              	
                /s/ Miriam Trautmann

              
	 	 	
                Name: Miriam Trautmann

              
	 	 	
                Title: Senior Vice President

              


         
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                MIZUHO BANK, LTD.

              
	 	 
	 	
                by

              	
                /s/ Edward Sacks

              
	 	 	
                Name: Edward Sacks

              
	 	 	
                Title: Authorized Signatory

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

          

           

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                PNC BANK., NATIONAL ASSOCIATION

              
	 	 
	 	
                by

              	
                /s/ Denise S. Davis

              
	 	 	
                Name: Denise S. Davis

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

           

        

        	 	
                THE TORONTO-DOMINION BANK,

                 NEW YORK BRANCH

              
	 	 
	 	
                by

              	
                /s/ Peter Kuo

              
	 	 	
                Name: Peter Kuo

              
	 	 	
                Title: Authorized Signatory

              


        
           

          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

        

         

        	 	
                U.S. BANK NATIONAL ASSOCIATION

              
	 	 
	 	
                by

              	
                /s/ John Prigge

              
	 	 	
                Name: John Prigge

              
	 	 	
                Title: Senior Vice President

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            FIRST AMENDMENT TO

            TERM LOAN AGREEMENT OF

            OCCIDENTAL PETROLEUM CORPORATION

          

        

         

        	 	
                BMO HARRIS BANK N.A.

              
	 	 
	 	
                by

              	
                /s/ Melissa Guzmann

              
	 	 	
                Name: Melissa Guzmann

              
	 	 	
                Title: Director

              


         

        

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

             

            

          

        

        
          
            


        

        
          
            
              FIRST AMENDMENT TO

              TERM LOAN AGREEMENT OF

              OCCIDENTAL PETROLEUM CORPORATION

            

          

        

         

        	 	
                CREDIT AGRICOLE CORPORATE & INVESTMENT BANK

              
	 	 
	 	
                by

              	
                /s/ Michael D. Willis

              
	 	 	
                Name: Michael D. Willis

              
	 	 	
                Title: Managing Director

              


         

        	 	
                by

              	
                /s/ Patrick de Talance

              
	 	 	
                Name: Patrick de Talance

              
	 	 	
                Title: Managing Director

              


         

        
          
            [Signature Page to First Amendment to Term Loan Agreement]

          

        

         

        

        
          
            


        

        
          
            
              FIRST AMENDMENT TO

              TERM LOAN AGREEMENT OF

              OCCIDENTAL PETROLEUM CORPORATION

            

          

        

         

        	 	
                STANDARD CHARTERED BANK

              
	 	 
	 	
                by

              	
                /s/ James Beck

              
	 	 	
                Name: James Beck

              
	 	 	
                Title: Associate Director

              


        
           

          
            [Signature Page to First Amendment to Term Loan Agreement]

            

             

            

          

        

        
          
            


        

        
          
            
              FIRST AMENDMENT TO

              TERM LOAN AGREEMENT OF

              OCCIDENTAL PETROLEUM CORPORATION

            

          

        

         

        	 	
                RIYAD BANK, HOUSTON AGENCY

              
	 	 
	 	
                by

              	
                /s/ Michael Meiss

              
	 	 	
                Name: Michael Meiss

              
	 	 	
                Title: General Manager

              


         

        	 	
                by

              	
                /s/ Roxanne Crawford

              
	 	 	
                Name: Roxanne Crawford

              
	 	 	
                Title: Vice President, Administrative Officer

              


        

        

      

    

    
      [Signature Page to First Amendment to Term Loan Agreement]