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BP » Topics » Event Risk Provisions

This excerpt taken from the BP 424B5 filed Aug 7, 2009.

Event Risk Provisions

The debt securities do not contain event risk provisions designed to require BP or BP Capital U.K. to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

This excerpt taken from the BP 424B5 filed May 5, 2009.

Event Risk Provisions

The debt securities do not contain event risk provisions designed to require BP or BP Capital U.K. to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

This excerpt taken from the BP F-3ASR filed Mar 13, 2009.

Event Risk Provisions

The debt securities do not contain event risk provisions designed to require BP or BP Capital U.K. to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

These excerpts taken from the BP 424B5 filed Mar 13, 2009.

Event Risk Provisions

 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

Event Risk Provisions

SIZE="1"> 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt
securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

STYLE="margin-top:0px;margin-bottom:0px">Defeasance and Discharge

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The following discussion of full defeasance and discharge will be applicable to your series of debt securities only if we choose to have them apply to
that series. If we do so choose, we will state that in the prospectus supplement. (Section 403)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We can legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, in
addition to other actions, put in place the following arrangements for you to be repaid:

 







 • 

We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes
of this no-default test, a default would include an event of default that has occurred and not been cured, as described below under “Default and Related Matters—Events of Default—What is An Event of Default?” A default for this
purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

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







 • 

We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. In the case of debt securities being discharged, we must deliver along with this opinion a private
letter ruling from U.S. Internal Revenue Service to this effect or a revenue ruling pertaining to a comparable form of transaction to that effect published by the U.S. Internal Revenue Service to the same effect.

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







 • 

If the debt securities are listed on the New York Stock Exchange, we must deliver to the trustee a legal opinion of our counsel confirming that the deposit,
defeasance and discharge will not cause the debt securities to be delisted.

 

FACE="Times New Roman" SIZE="2">However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

SIZE="1"> 







 • 

to register the transfer and exchange of debt securities;

SIZE="1"> 







 • 

to replace mutilated, destroyed, lost or stolen debt securities;

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

 

STYLE="margin-top:0px;margin-bottom:0px">Default and Related Matters

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Ranking

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured
creditors. The debt securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness.

SIZE="1"> 


19






Table of Contents


These excerpts taken from the BP 424B5 filed Mar 6, 2009.

Event Risk Provisions

 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

Event Risk Provisions

SIZE="1"> 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt
securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

STYLE="margin-top:0px;margin-bottom:0px">Defeasance and Discharge

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The following discussion of full defeasance and discharge will be applicable to your series of debt securities only if we choose to have them apply to
that series. If we do so choose, we will state that in the prospectus supplement. (Section 403)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We can legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, in
addition to other actions, put in place the following arrangements for you to be repaid:

 







 • 

We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes
of this no-default test, a default would include an event of default that has occurred and not been cured, as described below under “Default and Related Matters—Events of Default—What is An Event of Default?” A default for this
purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

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







 • 

We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. In the case of debt securities being discharged, we must deliver along with this opinion a private
letter ruling from U.S. Internal Revenue Service to this effect or a revenue ruling pertaining to a comparable form of transaction to that effect published by the U.S. Internal Revenue Service to the same effect.

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







 • 

If the debt securities are listed on the New York Stock Exchange, we must deliver to the trustee a legal opinion of our counsel confirming that the deposit,
defeasance and discharge will not cause the debt securities to be delisted.

 

FACE="Times New Roman" SIZE="2">However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

SIZE="1"> 







 • 

to register the transfer and exchange of debt securities;

SIZE="1"> 







 • 

to replace mutilated, destroyed, lost or stolen debt securities;

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

 

STYLE="margin-top:0px;margin-bottom:0px">Default and Related Matters

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Ranking

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured
creditors. The debt securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness.

SIZE="1"> 


19






Table of Contents


These excerpts taken from the BP 424B5 filed Nov 5, 2008.

Event Risk Provisions

 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

Event Risk Provisions

SIZE="1"> 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt
securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

STYLE="margin-top:0px;margin-bottom:0px">Defeasance and Discharge

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The following discussion of full defeasance and discharge will be applicable to your series of debt securities only if we choose to have them apply to
that series. If we do so choose, we will state that in the prospectus supplement. (Section 403)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We can legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, in
addition to other actions, put in place the following arrangements for you to be repaid:

 







 • 

We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes
of this no-default test, a default would include an event of default that has occurred and not been cured, as described below under “Default and Related Matters—Events of Default—What is An Event of Default?” A default for this
purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

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







 • 

We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. In the case of debt securities being discharged, we must deliver along with this opinion a private
letter ruling from U.S. Internal Revenue Service to this effect or a revenue ruling pertaining to a comparable form of transaction to that effect published by the U.S. Internal Revenue Service to the same effect.

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







 • 

If the debt securities are listed on the New York Stock Exchange, we must deliver to the trustee a legal opinion of our counsel confirming that the deposit,
defeasance and discharge will not cause the debt securities to be delisted.

 

FACE="Times New Roman" SIZE="2">However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

SIZE="1"> 







 • 

to register the transfer and exchange of debt securities;

SIZE="1"> 







 • 

to replace mutilated, destroyed, lost or stolen debt securities;

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

 

STYLE="margin-top:0px;margin-bottom:0px">Default and Related Matters

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Ranking

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured
creditors. The debt securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness.

SIZE="1"> 


19






Table of Contents


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

Event Risk Provisions

 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

Event Risk Provisions

SIZE="1"> 

The debt securities do not contain event risk provisions designed to require BP or the BP Debt Issuers to redeem the debt
securities, reset the interest rate or take other actions in response to highly leveraged transactions, changes in credit ratings or similar occurrences.

 

STYLE="margin-top:0px;margin-bottom:0px">Defeasance and Discharge

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The following discussion of full defeasance and discharge will be applicable to your series of debt securities only if we choose to have them apply to
that series. If we do so choose, we will state that in the prospectus supplement. (Section 403)

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">We can legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, in
addition to other actions, put in place the following arrangements for you to be repaid:

 







 • 

We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes
of this no-default test, a default would include an event of default that has occurred and not been cured, as described below under “Default and Related Matters—Events of Default—What is An Event of Default?” A default for this
purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

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







 • 

We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. In the case of debt securities being discharged, we must deliver along with this opinion a private
letter ruling from U.S. Internal Revenue Service to this effect or a revenue ruling pertaining to a comparable form of transaction to that effect published by the U.S. Internal Revenue Service to the same effect.

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







 • 

If the debt securities are listed on the New York Stock Exchange, we must deliver to the trustee a legal opinion of our counsel confirming that the deposit,
defeasance and discharge will not cause the debt securities to be delisted.

 

FACE="Times New Roman" SIZE="2">However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

SIZE="1"> 







 • 

to register the transfer and exchange of debt securities;

SIZE="1"> 







 • 

to replace mutilated, destroyed, lost or stolen debt securities;

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

 

STYLE="margin-top:0px;margin-bottom:0px">Default and Related Matters

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Ranking

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured
creditors. The debt securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness.

SIZE="1"> 


19






Table of Contents


EXCERPTS ON THIS PAGE:

424B5
Aug 7, 2009
424B5
May 5, 2009
F-3ASR
Mar 13, 2009
424B5 (2 sections)
Mar 13, 2009
424B5 (2 sections)
Mar 6, 2009
424B5 (2 sections)
Nov 5, 2008
424B5 (2 sections)
Mar 13, 2008

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