Exhibit 10.1

       

     

       

    
      EXECUTION VERSION

    

     

       

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

     

    WHEREAS, the Banks have extended and have agreed to extend credit to the Company under the Credit 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 Credit Agreement.

     

    WHEREAS, the Company has requested that the Credit 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 Credit 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 Credit Agreement.  Effective as of the Amendment Effective Date, the definition of the term “Total




        Capitalization” in Section 1.01 of the Credit 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);

       

       

    
      
        


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    (b) after giving effect to this Amendment, the representations and warranties of the Company set forth in the Credit 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 Credit 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 Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
      agreements contained in the Credit 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 Credit Agreement.

     

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

     

       

    
      
        


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    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 Credit Agreement are hereby incorporated into and shall apply mutatis




        mutandis to this Amendment.

     

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    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 Amended and Restated Revolving Credit Agreement]

    

    

       

    
      
        


    

    	 	
            JPMORGAN CHASE BANK, N.A., in its individual capacity,

             as Administrative Agent and as a Bank

          
	 	 
	 	
            by

          	
            /s/ Arina Mavilian

          
	 	 	
            Name: Arina Mavilian

          
	 	 	
            Title: Authorized Signatory

          


    

       

    
      [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

    

    

       

    
      
        


    

    
      FIRST AMENDMENT TO

      AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

      OCCIDENTAL PETROLEUM CORPORATION

    

    

       

    
      	 	
              CITIBANK, N.A.

            
	 	 
	 	
              by

            	
              /s/ Carolyn Kee

            
	 	 	
              Name: Carolyn Kee

            
	 	 	
              Title:Vice President

            


       

      

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

           

          

        

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

           

          

        

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

           

          

        

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

          OCCIDENTAL PETROLEUM CORPORATION

        

        

           

      

      	 	
              BARCLAYS BANK PLC, as a Bank

            
	 	 
	 	
              by

            	
              /s/ Sydney G. Dennis

            
	 	 	
              Name: Sydney G. Dennis

            
	 	 	
              Title: Director

            


      
         

        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

           

          

        

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

          OCCIDENTAL PETROLEUM CORPORATION

        

        

           

      

      	 	
              MUFG BANK, LTD.

            
	 	 
	 	
              by

            	
              /s/ Anastasiya Bykov

            
	 	 	
              Name: Anastasiya Bykov

            
	 	 	
              Title: Vice President

            


      

      

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

        

      

      

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

          OCCIDENTAL PETROLEUM CORPORATION

        

        

           

      

      	 	
              SOCIETE GENERALE

            
	 	 
	 	
              by

            	
              /s/ Diego Medina

            
	 	 	
              Name: Diego Medina

            
	 	 	
              Title: Director

            


      

      

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

        

      

      

      

      
        
          


      

      
        
          
            
              
                
                  
                    
                      FIRST AMENDMENT TO

                      AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

                    

                  

                

                 

                

                
                  
                    


                

                FIRST AMENDMENT TO

                AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

              

            

          

           

          

          
            
              


          

          FIRST AMENDMENT TO

      

      
        
          AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

          OCCIDENTAL PETROLEUM CORPORATION

        

        

           

      

      	 	
              MIZUHO BANK, LTD.

            
	 	 
	 	
              by

            	
              /s/ Edward Sacks

            
	 	 	
              Name: Edward Sacks

            
	 	 	
              Title: Authorized Signatory

            


      

      

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

        

      

      

      

      
        
          


      

      
        
          FIRST AMENDMENT TO

          AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

      

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

      

      

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

           

          

        

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

        OCCIDENTAL PETROLEUM CORPORATION

      

       

      	 	
              STANDARD CHARTERED BANK

            
	 	 
	 	
              by

            	
              /s/ James Beck

            
	 	 	
              Name: James Beck

            
	 	 	
              Title: Associate Director

            


       

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT 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 Amended and Restated Revolving Credit Agreement]

        

      

       

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

        OCCIDENTAL PETROLEUM CORPORATION

      

      

         

      	 	
              THE BANK OF NEW YORK MELLON

            
	 	 
	 	
              by

            	
              /s/ William M. Feathers

            
	 	 	
              Name: William M. Feathers

            
	 	 	
              Title: Director

            


       

      

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

        OCCIDENTAL PETROLEUM CORPORATION

      

      

         

      	 	
              BNP PARIBAS, in its individual capacity, as a Bank

            
	 	 
	 	
              by

            	
              /s/ Nicolas Anbepree

            
	 	 	
              Name: Nicolas Anbepree

            
	 	 	
              Title: Director

            


      

      

      	 	
              by

            	
              /s/ Claudia Zarate

            
	 	 	
              Name: Claudia Zarate

            
	 	 	
              Title: Managing Director

            


       

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]

        

      

       

      

      
        
          


      

      
        FIRST AMENDMENT TO

        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT OF

        OCCIDENTAL PETROLEUM CORPORATION

      

       

      	 	
              CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

            
	 	 
	 	
              by

            	
              /s/ Nupur Kumar

            
	 	 	
              Name: Nupur Kumar

            
	 	 	
              Title: Authorized Signatory

            


       

      	 	
              by

            	
              /s/ Bastien Dayer

            
	 	 	
              Name: Bastien Dayer

            
	 	 	
              Title: Authorized Signatory

            


      

      

      
        
          [Signature Page to First Amendment to Amended and Restated Revolving Credit Agreement]