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BP » Topics » Borrowing Powers

These excerpts taken from the BP 6-K filed May 22, 2008.

Borrowing Powers

117     (A)     Subject as hereinafter provided and to the provisions of the Statutes the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

(B)     The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries incorporated in the United Kingdom so as to secure that the aggregate amount for the time being remaining undischarged of all moneys borrowed by the Company and/or any of its subsidiaries incorporated in the United Kingdom (exclusive of moneys borrowed by the Company from and for the time being owing to any such subsidiary or by any such subsidiary from and for the time being owing to the Company or another such subsidiary) shall not, except with the consent of the Company in general meeting, at any one time exceed:

(i)     the amount paid up on the Share Capital of the Company for the time being issued, plus

(ii)     the aggregate of the sums for the time being standing to the credit of the capital and revenue reserves (including share premium account and undistributed profits but excluding amounts set aside for taxation) of the Company and its subsidiaries incorporated in the United Kingdom as appearing in the latest audited accounts of those companies.

(C)     For the purposes of the said limits:

(i)     the issue of debentures shall be deemed to constitute borrowing notwithstanding that the same may be issued in whole or in part for a consideration other than cash;

(ii)     moneys borrowed for the purpose of repaying or redeeming (with or without premium) in whole or in part any other borrowed moneys falling to be taken into account and intended to be applied for such purpose within six months after the borrowing thereof shall not during such period, except to the extent so applied, themselves be taken into account;

(iii)     any amounts borrowed from bankers or others for the purpose of financing any contract up to an amount not exceeding that part of the price receivable under such contract which is guaranteed or insured by the Export Credits Guarantee Department or other like institution carrying on a similar business shall be deemed not to be borrowed moneys;

(iv)     borrowed moneys expressed in or calculated by reference to a currency other than sterling shall be translated into sterling by reference to the rate of exchange used for the conversion of such currency in the latest audited balance sheet of the relevant company or, if the relevant currency was not thereby involved, by reference to the rate of exchange or approximate rate of exchange ruling on such date and determined on such basis as the auditors may determine or approve.

(D)     No person dealing with the Company or any of its subsidiaries shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would thereby be exceeded.

Borrowing
Powers



117     (A)     Subject
as hereinafter provided and to the provisions of the Statutes the Directors may exercise all the powers of the Company to borrow
money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.



(B)     The
Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by
the Company in relation to its subsidiaries incorporated in the United Kingdom so as to secure that the aggregate amount for the time
being remaining undischarged of all moneys borrowed by the Company and/or any of its subsidiaries incorporated in the United Kingdom
(exclusive of moneys borrowed by the Company from and for the time being owing to any such subsidiary or by any such subsidiary from
and for the time being owing to the Company or another such subsidiary) shall not, except with the consent of the Company in general
meeting, at any one time exceed:



(i)     the
amount paid up on the Share Capital of the Company for the time being issued, plus



(ii)     the
aggregate of the sums for the time being standing to the credit of the capital and revenue reserves (including share premium account
and undistributed profits but excluding amounts set aside for taxation) of the Company and its subsidiaries incorporated in the
United Kingdom as appearing in the latest audited accounts of those companies.



(C)     For
the purposes of the said limits:





(i)     the
issue of debentures shall be deemed to constitute borrowing notwithstanding that the same may be issued in whole or in part for a
consideration other than cash;



(ii)     moneys
borrowed for the purpose of repaying or redeeming (with or without premium) in whole or in part any other borrowed moneys falling to
be taken into account and intended to be applied for such purpose within six months after the borrowing thereof shall not during such
period, except to the extent so applied, themselves be taken into account;



(iii)     any
amounts borrowed from bankers or others for the purpose of financing any contract up to an amount not exceeding that part of the
price receivable under such contract which is guaranteed or insured by the Export Credits Guarantee Department or other like
institution carrying on a similar business shall be deemed not to be borrowed moneys;



(iv)     borrowed
moneys expressed in or calculated by reference to a currency other than sterling shall be translated into sterling by reference to
the rate of exchange used for the conversion of such currency in the latest audited balance sheet of the relevant company or, if the
relevant currency was not thereby involved, by reference to the rate of exchange or approximate rate of exchange ruling on such date
and determined on such basis as the auditors may determine or approve.



(D)     No
person dealing with the Company or any of its subsidiaries shall be concerned to see or enquire whether the said limit is observed
and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of
the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would
thereby be exceeded.



EXCERPTS ON THIS PAGE:

6-K (2 sections)
May 22, 2008

RELATED TOPICS for BP:

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