ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES for BP (BP)

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BP » Topics » ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

These excerpts taken from the BP F-3ASR filed Mar 13, 2009.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

BP and BP Capital U.K. are public limited companies incorporated under the laws of England and Wales. Many of our directors and officers, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers is located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws:

•

to effect service within the United States upon us or our directors and officers located outside the United States;

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

•

to enforce against us or those persons in the United Kingdom, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S. federal securities laws.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">BP and BP Capital U.K. are public limited companies incorporated under the laws of England and Wales. Many of our directors and officers, and some of the
experts named in this document, reside outside the United States, principally in the United Kingdom. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers is
located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

•

to effect service within the United States upon us or our directors and officers located outside the United States;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

•

to enforce against us or those persons in the United Kingdom, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil
liabilities based solely upon the U.S. federal securities laws.

This excerpt taken from the BP 424B5 filed Mar 13, 2009.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

BP and BP Capital U.K. are public limited companies incorporated under the laws of England and Wales. BP Canada is incorporated under the laws of Nova Scotia. Many of our directors and officers, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers is located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws:

•

to effect service within the United States upon us or our directors and officers located outside the United States;

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

•

to enforce against us or those persons in the United Kingdom and Canada, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S. federal securities laws.

This excerpt taken from the BP 424B5 filed Mar 6, 2009.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

•

to effect service within the United States upon us or our directors and officers located outside the United States;

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

•

This excerpt taken from the BP 424B5 filed Nov 5, 2008.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

•

to effect service within the United States upon us or our directors and officers located outside the United States;

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

•

These excerpts taken from the BP 424B5 filed Mar 13, 2008.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

•

to effect service within the United States upon us or our directors and officers located outside the United States;

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

•

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

FACE="Times New Roman" SIZE="2">BP and BP Capital U.K. are public limited companies incorporated under the laws of England and Wales. BP Canada is incorporated under the laws of Nova Scotia. Many of our directors and officers, and some of the
experts named in this document, reside outside the United States, principally in the United Kingdom. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers is
located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws:

SIZE="1">

•

to effect service within the United States upon us or our directors and officers located outside the United States;

STYLE="margin-top:0px;margin-bottom:-6px">

•

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

STYLE="margin-top:0px;margin-bottom:-6px">

•

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

STYLE="margin-top:0px;margin-bottom:-6px">

•

to enforce against us or those persons in the United Kingdom and Canada, whether in original actions or in actions for the enforcement of judgments of U.S. courts,
civil liabilities based solely upon the U.S. federal securities laws.

FACE="Times New Roman" SIZE="2">
EXPENSES

The following are the
estimated expenses to be incurred in connection with the issuance and distribution of the debt securities registered with the SEC under the registration statement:

SIZE="1">


Securities and Exchange Commission registration fee	$	778,597.90
Printing and engraving expenses	$	200,000
Legal fees and expenses	$	750,000
Accounting fees and expenses	$	500,000
Rating agency fees	$	500,000
Trustees’ fees and expenses	$	80,000

Total	$	2,808,597.90

SIZE="2">No person has been authorized to give any information or to make any representations other than those contained in this prospectus supplement or the accompanying prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities described in this prospectus
supplement or an offer to sell or solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus nor any sale
made hereunder or thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of BP Capital Markets p.l.c. or BP p.l.c. since the date hereof or that the information contained herein or therein is
correct as of any time subsequent to the date of such information.

SIZE="2">TABLE OF CONTENTS

Prospectus Supplement


		Page
Description of Notes		S-3
General Information		S-6
Ratio of Earnings to Fixed Charges		S-7
Capitalization and Indebtedness		S-8
United States Taxation		S-10
Underwriting		S-12

Prospectus
About This Prospectus		1
Risk Factors		2
Forward-Looking Statements		4
Where You Can Find More Information About Us		5
BP p.l.c.		6
Description of BP Debt Issuers		6
Ratio of Earnings to Fixed Charges		7
Capitalization and Indebtedness of BP		8
Use of Proceeds		9
Legal Ownership		9
Description of Debt Securities and Guarantees		11
Clearance and Settlement		22
Tax Considerations		26
Plan of Distribution		44
Validity of Securities		46
Experts		46
Enforceability of Certain Civil Liabilities		46
Expenses		46

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EXCERPTS ON THIS PAGE:

F-3ASR (2 sections)	Mar 13, 2009

424B5	Mar 13, 2009

424B5	Mar 6, 2009

424B5	Nov 5, 2008

424B5 (2 sections)	Mar 13, 2008

BP (BP)

BP » Topics » ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

Table of Contents

Table of Contents

Table of Contents

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