EXHIBIT 1.1
ANADARKO PETROLEUM CORPORATION
Debt Securities
TERMS AGREEMENT
Dated: September 17, 2002
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: 5% Notes due 2012
Indenture: Indenture, dated as of March 9, 2001, between Anadarko Petroleum
Corporation (the "Company") and The Bank of New York, Trustee
Principal amount to be issued: $300,000,000
Current ratings: Baa1/BBB+
Interest rate: 5%
Payable: April 1 and October 1, beginning on
April 1, 2003
Date of Maturity: October 1, 2012
Public offering price: 99.112
Purchase price: 98.462
Specified funds for payment
of purchase price: Same day DTC funds
Closing date and location: September 20, 2002, New York City
Lock-up Period: None
Additional co-managers, if any:
Sr. Co-managers: Credit Suisse First Boston Corporation,
XX Xxxxxx Securities Inc., Xxxxxxx Xxxxx
Barney Inc.
Jr. Co-managers: ABN Amro Incorporated; BMO Xxxxxxx Xxxxx
Corp., Fleet Securities, Inc., The Royal Bank
of Scotland plc, SunTrust Capital Markets, Inc.
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
---- ----------------
Deutsche Bank Securities Inc. $142,500,000
Credit Suisse First Boston Corporation $ 22,500,000
XX Xxxxxx Securities Inc. $ 22,500,000
Xxxxxxx Xxxxx Xxxxxx Inc. $ 22,500,000
ABN Amro Incorporated $ 18,000,000
BMO Xxxxxxx Xxxxx Corp. $ 18,000,000
Fleet Securities, Inc. $ 18,000,000
The Royal Bank of Scotland plc $ 18,000,000
SunTrust Capital Markets, Inc. $ 18,000,000
------------
TOTAL $300,000,000
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: N/A
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Fee: 65 bps
Other terms:
Deutsche Bank Securities Inc. will reimburse the Company for certain expenses of
this offering in an amount not to exceed $50,000.
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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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.
Deutsche Bank Securities Inc.,
Acting on behalf of themselves and the
other named Underwriters
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ BEN-ZION SMILCHENSKY
-------------------------------------
Name: Ben-Zion Smilchensky
Title: 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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