EXHIBIT 1.1
ANADARKO PETROLEUM CORPORATION
DEBT SECURITIES
TERMS AGREEMENT
Dated: March 5, 2002
To: Anadarko Petroleum Corporation
00000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Vice President and Treasurer
Re: Underwriting Agreement (Standard Provisions) Debt Securities 2001
Title of Securities: 6 1/8% Notes due 2012
Indenture: Dated as of March 9, 2001 between Anadarko Petroleum
Corporation (the "Company") and The Bank of New York
Principal amount to be issued: $400,000,000
Current ratings: Baa1/BBB+
Interest rate: Payable: March 15 and September 15 beginning
September 15, 2002
Date of maturity: March 15, 2012
Public offering price: 98.698%
Purchase price: 98.048%
Specified funds for payment of purchase price: Same day DTC funds
Closing date and location: March 8, 2002 in the City of New York
Lock-up Period: None
Additional co-managers, if any: None
Subject to the terms and provisions of the above referenced Underwriting
Agreement, which is incorporated herein in its entirety and made a part hereof
to the same extent as if such terms and provisions had been set forth in full
herein, the Company agrees to sell and Xxxxxxx Xxxxx Xxxxxx Inc. agrees to
purchase the principal amount of Firm Securities set forth opposite its name.
NAME PRINCIPAL AMOUNT
---- ----------------
Xxxxxxx Xxxxx Barney Inc. $400,000,000
Redemption provisions: The Company may redeem the Securities prior
to maturity, in whole or in part, at a
redemption price equal to the sum of 100% of
the principal amount, plus accrued interest
to the redemption date, plus a make-whole
premium. The make-whole premium is based on
the present values of interest and principal
payments that, but for the redemption, would
have been payable, discounted at a rate
equal to the Treasury Yield (as defined in
the prospectus supplement) plus 20 basis
points.
Sinking fund requirements: None
Conversion provisions: None
Initial conversion price: N/A
Initial conversion date: N/A
Final conversion date: N/A
Delivery date: N/A
Minimum Contract: N/A
Maximum aggregate principal amount:
Fee: 65 basis points
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Other terms:
Xxxxxxx Xxxxx Xxxxxx Inc. will reimburse the Company for certain expenses so
that the all-in cost of this offering will not exceed an annualized rate of
6.3398%.
Section 4 of the Underwriting Agreement is hereby amended by adding the
following section:
"(f) At the applicable Closing Time, there shall not have been any
downgrading from the ratings specified in the Terms Agreement of any debt
securities of the Company by any `nationally recognized statistical rating
organization' (as defined for purposes of Rule 436(g) under the Act), or any
public announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company (other than an announcement
with positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating)."
Section 8 of the Underwriting Agreement is hereby amended as follows:
1. Replace the words "any new outbreak of hostilities" in the second
sentence with the words "any attack on, outbreak or escalation of
hostilities or act of terrorism involving the United States, any
declaration of war by Congress".
2. Add the words at the end of the second sentence "or (iii) any major
disruption of settlements of securities or clearance services in the
United States."
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XXXXXXX XXXXX BARNEY INC.
By /s/ X.X. XXXXX
---------------------------------------
Address for Notices:
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Accepted:
ANADARKO PETROLEUM CORPORATION
By /s/ XX XXXXXX
------------------------------------
Title: Vice President and Treasurer
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