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EXHIBIT 1.1
TERMS AGREEMENT
June 22, 1999
Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Dear Sirs:
The undersigned underwriters (the "Underwriters") understand that
Apache Corporation (the "Company") proposes to issue and sell $150,000,000
aggregate principal amount of its debt securities (the "Offered Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters offer to purchase, severally and not jointly,
the principal amount of Offered Securities set forth below opposite their
respective names at 99.077% of the principal amount thereof together with
accrued interest thereon from June 25, 1999 to the Closing Time:
Principal
Amount of
Underwriter Debt Securities
----------- ---------------
Bear, Stears & Co. Inc. $ 100,000,000
Warburg Dillon Read LLC $ 50,000,000
---------------
Total $ 150,000,000
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The Offered Securities shall have the following terms:
Principal amount: $150,000,000
Form: registered book-entry form
Denomination: $1,000 and integral multiples
thereof
Date of maturity: July 1, 2019
Interest rate, rates or formula
(or method of calculation
of interest accrual): 7.625% per annum
Date from which interest accrues: June 25, 1999
Interest payment dates, if any: January 1 and July 1
(commencing January 1, 2000)
Initial price to public: $149,053,500 (99.369%)
Closing Time: June 25, 1999
Place of delivery: New York, New York
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Company account for wire
transfer of payment: Apache Corporation Master Account,
First National Bank of Chicago
No. 5577446; ABA No. 071000013
Redemption provisions, if any: none
Lock-up pursuant to Section 3(i)
of the Basic Terms, as defined
below: yes
Securities Exchanges, if any, on
which application will be made
to list the Offered Securities: none
Delayed Delivery Contracts: not authorized
Delivery date:
Expiration date:
Compensation to Underwriters:
Minimum contract:
Maximum aggregate principal amount:
Other terms, if any:
Letters of Arthur Andersen LLP, in form and substance satisfactory to
the Underwriters, will be delivered at Closing Time in satisfaction of Section
4(d) of the Basic Terms.
The Underwriters agree to pay the reasonable fees and disbursements of
counsel for the Underwriters pursuant to Section 5(e) of the Basic Terms.
All the provisions contained in "Apache Corporation-Debt
Securities--Underwriting Agreement Basic Terms" (the "Basic Terms"), filed as an
exhibit to the Registration Statement relating to the Offered Securities and
attached hereto as Annex A, are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms defined in
such document are used herein as therein defined.
Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be sufficient if given in accordance with Section 11 of the
Basic Terms addressed to:
Bear, Stearns & Co. Inc.
245 Park Avenue
4th Floor
New York, New York 10167
Attention: Senior Managing Direct -- High Grade Capital Markets
Telecopy No.: (212) 272-6227
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which, for all purposes of this Agreement, shall be the "Representative".
Very truly yours,
BEAR, STEARNS & CO. INC.
WARBURG DILLON READ LLC
By: BEAR, STEARNS & CO. INC.
Acting for themselves and as
Representative of the Underwriters
By: /s/ TIMOTHY A. O'NEILL
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Name: Timothy A. O'Neill
Title: Senior Managing Director
Accepted:
APACHE CORPORATION
By: /s/ Matthew W. Dundrea
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Name: Matthew W. Dundrea
Title: Vice President and Treasurer
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ANNEX A
[Apache Corporation--Debt Securities--
Underwriting Agreement Basic Terms]
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