EXHIBIT 1.1
ANADARKO PETROLEUM CORPORATION
DEBT SECURITIES
TERMS AGREEMENT
Dated: February 19, 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: 5?% Notes due Xxxxx 0, 0000
Xxxxxxxxx: Dated as of March 9, 2001 between Anadarko Petroleum
Corporation and The Bank of New York
Principal amount to be issued: $650,000,000
Current ratings: Baa1/BBB+
Interest rate: Payable: March 1 and September 1 beginning September 1,
2002
Date of maturity: March 1, 2007
Public offering price: 99.469%
Purchase price: 98.869%
Specified funds for payment of purchase price: The funds will be used to pay
down floating-rate debt.
Closing date and location: February 22, 2002 in the City of New York
Lock-up Period: None
Additional co-managers, if any: Bank of America Securities LLC
RBC Dominion Securities Corporation
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 each Underwriter severally agrees to
purchase the principal amount of Firm Securities set forth opposite its name.
NAME PRINCIPAL AMOUNT
---- ----------------
Credit Suisse First Boston Corporation $260,000,000
X.X. Xxxxxx Securities Inc. 260,000,000
Bank of America Securities LLC 65,000,000
RBC Dominion Securities Corporation 65,000,000
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 15 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: 60 basis points
Other terms:
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. Insert the words "of a majority in interest of the Underwriters" in the
second sentence after the words "reasonable judgment".
3. Delete the words "of such of you as are named in such Terms Agreement"
in the second sentence.
4. 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."
2
We represent that as representatives of the several Underwriters we are entitled
to execute this Terms Agreement on behalf of the several Underwriters and
otherwise to act as representatives on their behalf. The Company shall be
entitled to act and rely upon any request, consent, notice or agreement given by
us as representatives of the several Underwriters.
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ XXXXXXX XXXXXXXX
-----------------------------------------
Address for Notices:
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. XXXXXX SECURITIES INC.
By /s/ XXXXX XXXXXX
-----------------------------------------
Address for Notices:
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Acting on behalf of themselves and the other
named Underwriters.
Accepted:
ANADARKO PETROLEUM CORPORATION
By /s/ XX XXXXXX
----------------------------------
Title: Vice President and Treasurer
