Anadarko Petroleum Corporation $650 Million 5% Notes Due 2007 Terms Agreement with Underwriters

Summary

Anadarko Petroleum Corporation has entered into an agreement with Credit Suisse First Boston, J.P. Morgan Securities, Bank of America Securities, and RBC Dominion Securities to sell $650 million in 5% notes due March 1, 2007. The underwriters agree to purchase the notes at a specified price, and the company will use the proceeds to pay down floating-rate debt. The agreement outlines interest rates, redemption terms, and amendments to the standard underwriting provisions. The notes may be redeemed early by Anadarko with a make-whole premium, and there are no sinking fund or conversion features.

EX-1.1 3 h94446ex1-1.txt TERMS AGREEMENT EXHIBIT 1.1 ANADARKO PETROLEUM CORPORATION DEBT SECURITIES TERMS AGREEMENT Dated: February 19, 2002 To: Anadarko Petroleum Corporation 17001 Northchase Drive Houston, Texas 77060 Attention: Vice President and Treasurer Re: Underwriting Agreement (Standard Provisions) Debt Securities 2001 Title of Securities: 5?% Notes due March 1, 2007 Indenture: 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 J.P. Morgan 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/ CHARLIE THOMPSON ----------------------------------------- Address for Notices: 11 Madison Avenue 19th Floor New York, New York 10010 J.P. MORGAN SECURITIES INC. By /s/ MARIA SRAMEK ----------------------------------------- Address for Notices: 270 Park Avenue 8th Floor New York, New York 10017 Acting on behalf of themselves and the other named Underwriters. Accepted: ANADARKO PETROLEUM CORPORATION By /s/ AL RICHEY ---------------------------------- Title: Vice President and Treasurer