Anadarko Petroleum Corporation and Deutsche Bank Securities Inc. Debt Securities Terms Agreement (May 1, 2003)

Summary

Anadarko Petroleum Corporation and Deutsche Bank Securities Inc. entered into an agreement for the sale and purchase of $350 million in 3.25% Notes due 2008. The agreement outlines the terms of the debt securities, including interest rate, maturity date, purchase price, and payment details. It also amends certain provisions of a prior Underwriting Agreement, such as conditions related to credit ratings and market disruptions. The notes cannot be redeemed before maturity and have no sinking fund or conversion features. The agreement becomes binding upon signature by both parties.

EX-1.1 3 h05501exv1w1.txt TERM AGREEMENT EXHIBIT 1.1 ANADARKO PETROLEUM CORPORATION DEBT SECURITIES TERMS AGREEMENT DATED: MAY 1, 2003 To: Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380 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/ Dean Bellissimo --------------------------- Name: Dean Bellissimo Title: Director By: /s/ Christopher T. Whitman --------------------------- Name: Christopher T. Whitman Title: Managing Director Address for Notices: 31 West 52nd Street New York, New York 10019 Accepted: ANADARKO PETROLEUM CORPORATION By: /s/ James R. Larson --------------------------- Name: James R. Larson Title: Senior Vice President, Finance 3