Terms Agreement for 5% Notes Due 2012 between Anadarko Petroleum Corporation and Underwriters

Summary

Anadarko Petroleum Corporation has agreed to sell $300 million in 5% Notes due 2012 to a group of underwriters led by Deutsche Bank Securities Inc. The agreement outlines the terms of the debt securities, including interest rate, maturity date, redemption provisions, and purchase price. The underwriters will purchase the notes and resell them to investors. The agreement also amends certain provisions of the standard underwriting agreement, such as conditions related to credit ratings and market disruptions. The closing is set for September 20, 2002, in New York City.

EX-1.1 3 h99940exv1w1.txt TERMS AGREEMENT DATED SEPTEMBER 17, 2002 EXHIBIT 1.1 ANADARKO PETROLEUM CORPORATION Debt Securities TERMS AGREEMENT Dated: September 17, 2002 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: 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, JP Morgan Securities Inc., Salomon Smith Barney Inc. Jr. Co-managers: ABN Amro Incorporated; BMO Nesbitt Burns 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.

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 2 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." [The remainder of this page is intentionally left blank] 3 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/ DANIEL F. BENTON ------------------------------------- Name: Daniel F. Benton Title: Managing Director By: /s/ BEN-ZION SMILCHENSKY ------------------------------------- Name: Ben-Zion Smilchensky Title: 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 4