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BP » Topics » Events of Default

These excerpts taken from the BP 424B5 filed Aug 7, 2009.

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term “event of default” means, with respect to a debt security, any of the following:

 

  •  

We do not pay the principal or any premium on the debt security at maturity.

 

  •  

We do not pay interest on the debt security within 30 days of its due date.

 

  •  

We do not deposit any sinking fund payment for the debt security on its due date.

 

  •  

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 

  •  

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

 

  •  

Any other event of default described in the prospectus supplement occurs. (Section 501)

 

20

Table of Contents

Remedies If an Event of Default Occurs. If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

 

  •  

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

 

  •  

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502)

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 

  •  

You must give the trustee written notice that an event of default has occurred and remains uncured.

 

  •  

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 

  •  

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

 

 

We urge street name and other indirect holders to consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

 

We will furnish to the trustee every year a written statement of certain of our officers certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 1008)

Events of
Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term “event of default” means, with respect to a debt security, any of the
following:

 







 • 

We do not pay the principal or any premium on the debt security at maturity.

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







 • 

We do not pay interest on the debt security within 30 days of its due date.

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







 • 

We do not deposit any sinking fund payment for the debt security on its due date.

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







 • 

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The
notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 







 • 

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

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







 • 

Any other event of default described in the prospectus supplement occurs. (Section 501)

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


20






Table of Contents


Remedies If an Event of Default Occurs. If an event of default has occurred and has not
been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a
declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

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







 • 

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

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







 • 

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have
been cured or waived. (Section 502)

Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If
reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

FACE="Times New Roman" SIZE="2">Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 







 • 

You must give the trustee written notice that an event of default has occurred and remains uncured.

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







 • 

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of
the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 







 • 

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 








 

SIZE="2">We urge street name and other indirect holders to consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of
acceleration.

 

We will furnish to the trustee every year a written statement of certain of our officers
certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 1008)

SIZE="2">Regarding the Trustee

BP and several of its subsidiaries maintain banking relations with the trustee group of companies in
the ordinary course of their business.

If an event of default occurs, or an event occurs 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, the trustee may be considered to have a conflicting interest with respect to the debt securities or the applicable indenture for
purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the applicable indenture and we would be required to appoint a successor trustee.

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


21






Table of Contents


These excerpts taken from the BP 424B5 filed May 5, 2009.

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term “event of default” means, with respect to a debt security, any of the following:

 

  •  

We do not pay the principal or any premium on the debt security at maturity.

 

  •  

We do not pay interest on the debt security within 30 days of its due date.

 

  •  

We do not deposit any sinking fund payment for the debt security on its due date.

 

  •  

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 

  •  

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

 

  •  

Any other event of default described in the prospectus supplement occurs. (Section 501)

 

20

Table of Contents

Remedies If an Event of Default Occurs. If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

 

  •  

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

 

  •  

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502)

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 

  •  

You must give the trustee written notice that an event of default has occurred and remains uncured.

 

  •  

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 

  •  

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

 

 

We urge street name and other indirect holders to consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

 

We will furnish to the trustee every year a written statement of certain of our officers certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 1008)

Events of
Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term “event of default” means, with respect to a debt security, any of the
following:

 







 • 

We do not pay the principal or any premium on the debt security at maturity.

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







 • 

We do not pay interest on the debt security within 30 days of its due date.

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







 • 

We do not deposit any sinking fund payment for the debt security on its due date.

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







 • 

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The
notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 







 • 

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

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







 • 

Any other event of default described in the prospectus supplement occurs. (Section 501)

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


20






Table of Contents


Remedies If an Event of Default Occurs. If an event of default has occurred and has not
been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a
declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

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







 • 

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

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







 • 

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have
been cured or waived. (Section 502)

Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If
reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

FACE="Times New Roman" SIZE="2">Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 







 • 

You must give the trustee written notice that an event of default has occurred and remains uncured.

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







 • 

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of
the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 







 • 

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 








 

SIZE="2">We urge street name and other indirect holders to consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of
acceleration.

 

We will furnish to the trustee every year a written statement of certain of our officers
certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 1008)

SIZE="2">Regarding the Trustee

BP and several of its subsidiaries maintain banking relations with the trustee group of companies in
the ordinary course of their business.

If an event of default occurs, or an event occurs 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, the trustee may be considered to have a conflicting interest with respect to the debt securities or the applicable indenture for
purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the applicable indenture and we would be required to appoint a successor trustee.

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


21






Table of Contents


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

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term “event of default” means, with respect to a debt security, any of the following:

 

  •  

We do not pay the principal or any premium on the debt security at maturity.

 

  •  

We do not pay interest on the debt security within 30 days of its due date.

 

  •  

We do not deposit any sinking fund payment for the debt security on its due date.

 

  •  

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 

  •  

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

 

  •  

Any other event of default described in the prospectus supplement occurs. (Section 501)

 

20

Table of Contents

Remedies If an Event of Default Occurs. If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

 

  •  

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

 

  •  

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502)

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 

  •  

You must give the trustee written notice that an event of default has occurred and remains uncured.

 

  •  

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 

  •  

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

 

 

We urge street name and other indirect holders to consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

 

We will furnish to the trustee every year a written statement of certain of our officers certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 1008)

Events of
Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term “event of default” means, with respect to a debt security, any of the
following:

 







 • 

We do not pay the principal or any premium on the debt security at maturity.

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







 • 

We do not pay interest on the debt security within 30 days of its due date.

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







 • 

We do not deposit any sinking fund payment for the debt security on its due date.

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







 • 

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The
notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 







 • 

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

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







 • 

Any other event of default described in the prospectus supplement occurs. (Section 501)

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


20






Table of Contents


Remedies If an Event of Default Occurs. If an event of default has occurred and has not
been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a
declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

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







 • 

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

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







 • 

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have
been cured or waived. (Section 502)

Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If
reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

FACE="Times New Roman" SIZE="2">Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 







 • 

You must give the trustee written notice that an event of default has occurred and remains uncured.

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







 • 

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of
the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 







 • 

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 








 

SIZE="2">We urge street name and other indirect holders to consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of
acceleration.

 

We will furnish to the trustee every year a written statement of certain of our officers
certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 1008)

SIZE="2">Regarding the Trustee

BP and several of its subsidiaries maintain banking relations with the trustee group of companies in
the ordinary course of their business.

If an event of default occurs, or an event occurs 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, the trustee may be considered to have a conflicting interest with respect to the debt securities or the applicable indenture for
purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the applicable indenture and we would be required to appoint a successor trustee.

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


21






Table of Contents


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

Events of Default

 

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

 

What Is an Event of Default?    The term “event of default” means, with respect to a debt security, any of the following:

 

  •  

We do not pay the principal or any premium on the debt security at maturity.

 

  •  

We do not pay interest on the debt security within 30 days of its due date.

 

  •  

We do not deposit any sinking fund payment for the debt security on its due date.

 

  •  

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 

  •  

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

 

  •  

Any other event of default described in the prospectus supplement occurs. (Section 501)

 

Remedies If an Event of Default Occurs.    If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

 

  •  

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

 

  •  

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502)

 

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

 

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 

  •  

You must give the trustee written notice that an event of default has occurred and remains uncured.

 

  •  

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 

  •  

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

 

Events of Default

SIZE="1"> 

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

 

What Is an Event of
Default?    The term “event of default” means, with respect to a debt security, any of the following:

 







 • 

We do not pay the principal or any premium on the debt security at maturity.

SIZE="1"> 







 • 

We do not pay interest on the debt security within 30 days of its due date.

SIZE="1"> 







 • 

We do not deposit any sinking fund payment for the debt security on its due date.

SIZE="1"> 







 • 

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The
notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 







 • 

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

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







 • 

Any other event of default described in the prospectus supplement occurs. (Section 501)

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

Remedies If an Event of Default
Occurs.    If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the
debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the
debt securities of the affected series if:

 







 • 

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

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







 • 

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have
been cured or waived. (Section 502)

 

SIZE="2">Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses
and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

 

Before you bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 







 • 

You must give the trustee written notice that an event of default has occurred and remains uncured.

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







 • 

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of
the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 







 • 

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)


 

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

Events of Default

 

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

 

What Is an Event of Default?    The term “event of default” means, with respect to a debt security, any of the following:

 

  •  

We do not pay the principal or any premium on the debt security at maturity.

 

  •  

We do not pay interest on the debt security within 30 days of its due date.

 

  •  

We do not deposit any sinking fund payment for the debt security on its due date.

 

  •  

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 

  •  

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

 

  •  

Any other event of default described in the prospectus supplement occurs. (Section 501)

 

Remedies If an Event of Default Occurs.    If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if:

 

  •  

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

 

  •  

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have been cured or waived. (Section 502)

 

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

 

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 

  •  

You must give the trustee written notice that an event of default has occurred and remains uncured.

 

  •  

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 

  •  

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)

 

Events of Default

SIZE="1"> 

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

 

What Is an Event of
Default?    The term “event of default” means, with respect to a debt security, any of the following:

 







 • 

We do not pay the principal or any premium on the debt security at maturity.

SIZE="1"> 







 • 

We do not pay interest on the debt security within 30 days of its due date.

SIZE="1"> 







 • 

We do not deposit any sinking fund payment for the debt security on its due date.

SIZE="1"> 







 • 

We remain in breach of a covenant or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The
notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

 







 • 

We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

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







 • 

Any other event of default described in the prospectus supplement occurs. (Section 501)

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

Remedies If an Event of Default
Occurs.    If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the
debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the
debt securities of the affected series if:

 







 • 

all amounts due (as interest, principal and otherwise) are paid or deposited with the trustee; and

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







 • 

all events of default, other than the non-payment of the principal of the debt securities which have become due solely by such declaration of acceleration, have
been cured or waived. (Section 502)

 

SIZE="2">Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses
and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)

 

Before you bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

 







 • 

You must give the trustee written notice that an event of default has occurred and remains uncured.

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







 • 

The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of
the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

 







 • 

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 507)


 

EXCERPTS ON THIS PAGE:

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

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