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]