EXHIBIT 1.1
ANADARKO PETROLEUM CORPORATION
DEBT SECURITIES
TERMS AGREEMENT
DATED: MAY 1, 2003
To: Anadarko Petroleum Corporation
0000 Xxxx Xxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
Attention: Senior Vice President, Finance
Re: Underwriting Agreement (Standard Provisions) Debt Securities 2001
Registration Statement on Form S-3 (File No. 333-86356, -01, -02, -03
and -04)
Title of Securities: 3.25% Notes due 2008
Indenture: Indenture, dated as of March 9, 2001, between Anadarko
Petroleum Corporation (the "Company") and The Bank of New
York, as Trustee
Principal amount to be issued: $350,000,000
Current ratings: Baa1/BBB+/BBB+ (Stable/Stable/Stable)
Interest rate: 3.250%
Payable: November 1 and May 1, beginning November 1,
2003
Date of maturity: May 1, 2008
Public offering price: Varying prices to be determined at the time
of each sale
Purchase price: 99.850
Specified funds for payment of purchase price: Same day DTC funds
Closing date and location: May 6, 2003, New York City
Lock-up Period: None
Additional co-managers, if any: None
1
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 to Deutsche Bank Securities Inc. and Deutsche
Bank Securities Inc. agrees to purchase $350,000,000 principal amount of
Securities.
Redemption provisions: The Company may not redeem the Securities prior to
maturity.
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: N/A
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 herby 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."
2
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between Deutsche Bank Securities Inc.
and the Company in accordance with its terms.
DEUTSCHE BANK SECURITIES INC.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxxx
Title: Director
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Managing Director
Address for Notices:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Accepted:
ANADARKO PETROLEUM CORPORATION
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President, Finance
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