BP » Topics » 14. NOTICES

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

Notices

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

Notices

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the
amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

STYLE="margin-top:18px;margin-bottom:0px">Special Situations

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

Notices

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

Notices

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the
amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

STYLE="margin-top:18px;margin-bottom:0px">Special Situations

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

Notices

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

Notices

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the
amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

STYLE="margin-top:18px;margin-bottom:0px">Special Situations

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

Notices

 

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

 

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

Notices

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

We and the trustee will send notices only to direct holders, using their
addresses as listed in the trustee’s records. (Section 106)

 

SIZE="2">Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to
us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

FACE="Times New Roman" SIZE="2">Special Situations

 

SIZE="2">Mergers and Similar Events

 

We are
generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another corporation or other entity or to buy or lease substantially all of the assets of another
corporation or other entity. No vote by holders of debt securities approving any of these actions is required, unless as part of the transaction we make changes to the indenture requiring your approval, as described below on pages 15-16 under
“—Modification and Waiver”. We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. We may take these actions even if they result in:

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







  

a lower credit rating being assigned to the debt securities; or

 







  

additional amounts becoming payable in respect of U.K. or Canadian withholding tax, and the debt securities thus being subject to redemption at our option, as
described below on page 18 under “—Optional Tax Redemption”.

 

FACE="Times New Roman" SIZE="2">We have no obligation under the indenture to seek to avoid these results, or any other legal or financial effects that are disadvantageous to you, in connection with a merger, consolidation or sale or lease of assets
that is permitted under the indenture. However, we may not take any of these actions unless all the following conditions are met:

 







  

Where a BP Debt Issuer or BP, as applicable, merges out of existence or sells or leases substantially all of its assets, the other entity must assume its
obligations on the debt securities or the guarantees. Such other entity must be organized under the laws of such BP entity’s jurisdiction or a political subdivision thereof.

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


14







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The merger, sale or lease of assets or other transaction must not cause a default on the debt securities, and we must not already 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 on page 20 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:0px"> 

It is possible that the merger, sale or lease of assets or other transaction
would cause some of our property to become subject to a mortgage, security interest, lien or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back.

 

It is possible that the U.S. Internal Revenue Service may deem
a merger or other similar transaction to cause an exchange for U.S. federal income tax purposes of debt securities for new securities by the holders of the debt securities. This could result in the recognition of taxable gain or loss for U.S.
federal income tax purposes and possible other adverse tax consequences.

 

FACE="Times New Roman" SIZE="2">Modification and Waiver

 

SIZE="2">There are three types of changes we can make to the indentures and the debt securities.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Changes Requiring Your Approval

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">First, there are changes that cannot be made to your debt securities without your specific approval. We must obtain your specified approval in order to:

 







  

change the stated maturity of the principal or interest on a debt security;

SIZE="1"> 







  

reduce any amounts due on a debt security;

 







  

reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default;

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







  

change the place or currency of payment on a debt security;

SIZE="1"> 







  

impair your right to sue for payment;

 







  

reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indentures;

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







  

reduce the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indentures or to waive various
defaults;

 







  

modify any other aspect of the provisions dealing with modification and waiver of the indentures; and

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







  

change the obligations of BP to pay any principal, premium or interest under the guarantees. (Section 902)

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

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

Notices

 

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

 

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

Notices

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

We and the trustee will send notices only to direct holders, using their
addresses as listed in the trustee’s records. (Section 106)

 

SIZE="2">Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to
us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

FACE="Times New Roman" SIZE="2">Special Situations

 

SIZE="2">Mergers and Similar Events

 

We are
generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another corporation or other entity or to buy or lease substantially all of the assets of another
corporation or other entity. No vote by holders of debt securities approving any of these actions is required, unless as part of the transaction we make changes to the indenture requiring your approval, as described below on pages 15-16 under
“—Modification and Waiver”. We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. We may take these actions even if they result in:

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







  

a lower credit rating being assigned to the debt securities; or

 







  

additional amounts becoming payable in respect of U.K. or Canadian withholding tax, and the debt securities thus being subject to redemption at our option, as
described below on page 18 under “—Optional Tax Redemption”.

 

FACE="Times New Roman" SIZE="2">We have no obligation under the indenture to seek to avoid these results, or any other legal or financial effects that are disadvantageous to you, in connection with a merger, consolidation or sale or lease of assets
that is permitted under the indenture. However, we may not take any of these actions unless all the following conditions are met:

 







  

Where a BP Debt Issuer or BP, as applicable, merges out of existence or sells or leases substantially all of its assets, the other entity must assume its
obligations on the debt securities or the guarantees. Such other entity must be organized under the laws of such BP entity’s jurisdiction or a political subdivision thereof.

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


14







Table of Contents








  

The merger, sale or lease of assets or other transaction must not cause a default on the debt securities, and we must not already 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 on page 20 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:0px"> 

It is possible that the merger, sale or lease of assets or other transaction
would cause some of our property to become subject to a mortgage, security interest, lien or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back.

 

It is possible that the U.S. Internal Revenue Service may deem
a merger or other similar transaction to cause an exchange for U.S. federal income tax purposes of debt securities for new securities by the holders of the debt securities. This could result in the recognition of taxable gain or loss for U.S.
federal income tax purposes and possible other adverse tax consequences.

 

FACE="Times New Roman" SIZE="2">Modification and Waiver

 

SIZE="2">There are three types of changes we can make to the indentures and the debt securities.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Changes Requiring Your Approval

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">First, there are changes that cannot be made to your debt securities without your specific approval. We must obtain your specified approval in order to:

 







  

change the stated maturity of the principal or interest on a debt security;

SIZE="1"> 







  

reduce any amounts due on a debt security;

 







  

reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default;

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







  

change the place or currency of payment on a debt security;

SIZE="1"> 







  

impair your right to sue for payment;

 







  

reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indentures;

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







  

reduce the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indentures or to waive various
defaults;

 







  

modify any other aspect of the provisions dealing with modification and waiver of the indentures; and

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







  

change the obligations of BP to pay any principal, premium or interest under the guarantees. (Section 902)

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

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

Notices

 

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

 

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

Notices

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

We and the trustee will send notices only to direct holders, using their
addresses as listed in the trustee’s records. (Section 106)

 

SIZE="2">Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to
us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

FACE="Times New Roman" SIZE="2">Special Situations

 

SIZE="2">Mergers and Similar Events

 

We are
generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another corporation or other entity or to buy or lease substantially all of the assets of another
corporation or other entity. No vote by holders of debt securities approving any of these actions is required, unless as part of the transaction we make changes to the indenture requiring your approval, as described below on pages 15-16 under
“—Modification and Waiver”. We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. We may take these actions even if they result in:

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







  

a lower credit rating being assigned to the debt securities; or

 







  

additional amounts becoming payable in respect of U.K. or Canadian withholding tax, and the debt securities thus being subject to redemption at our option, as
described below on page 18 under “—Optional Tax Redemption”.

 

FACE="Times New Roman" SIZE="2">We have no obligation under the indenture to seek to avoid these results, or any other legal or financial effects that are disadvantageous to you, in connection with a merger, consolidation or sale or lease of assets
that is permitted under the indenture. However, we may not take any of these actions unless all the following conditions are met:

 







  

Where a BP Debt Issuer or BP, as applicable, merges out of existence or sells or leases substantially all of its assets, the other entity must assume its
obligations on the debt securities or the guarantees. Such other entity must be organized under the laws of such BP entity’s jurisdiction or a political subdivision thereof.

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


14







Table of Contents








  

The merger, sale or lease of assets or other transaction must not cause a default on the debt securities, and we must not already 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 on page 20 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:0px"> 

It is possible that the merger, sale or lease of assets or other transaction
would cause some of our property to become subject to a mortgage, security interest, lien or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back.

 

It is possible that the U.S. Internal Revenue Service may deem
a merger or other similar transaction to cause an exchange for U.S. federal income tax purposes of debt securities for new securities by the holders of the debt securities. This could result in the recognition of taxable gain or loss for U.S.
federal income tax purposes and possible other adverse tax consequences.

 

FACE="Times New Roman" SIZE="2">Modification and Waiver

 

SIZE="2">There are three types of changes we can make to the indentures and the debt securities.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Changes Requiring Your Approval

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">First, there are changes that cannot be made to your debt securities without your specific approval. We must obtain your specified approval in order to:

 







  

change the stated maturity of the principal or interest on a debt security;

SIZE="1"> 







  

reduce any amounts due on a debt security;

 







  

reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default;

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







  

change the place or currency of payment on a debt security;

SIZE="1"> 







  

impair your right to sue for payment;

 







  

reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indentures;

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







  

reduce the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indentures or to waive various
defaults;

 







  

modify any other aspect of the provisions dealing with modification and waiver of the indentures; and

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







  

change the obligations of BP to pay any principal, premium or interest under the guarantees. (Section 902)

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

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

Notices

 

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Section 106)

 

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

Notices

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

We and the trustee will send notices only to direct holders, using their
addresses as listed in the trustee’s records. (Section 106)

 

SIZE="2">Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to
us for payment and not to the trustee, any other paying agent or anyone else. (Section 1006)

 

FACE="Times New Roman" SIZE="2">Special Situations

 

SIZE="2">Mergers and Similar Events

 

We are
generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another corporation or other entity or to buy or lease substantially all of the assets of another
corporation or other entity. No vote by holders of debt securities approving any of these actions is required, unless as part of the transaction we make changes to the indenture requiring your approval, as described below on pages 15-16 under
“—Modification and Waiver”. We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate reorganization. We may take these actions even if they result in:

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







  

a lower credit rating being assigned to the debt securities; or

 







  

additional amounts becoming payable in respect of U.K. or Canadian withholding tax, and the debt securities thus being subject to redemption at our option, as
described below on page 18 under “—Optional Tax Redemption”.

 

FACE="Times New Roman" SIZE="2">We have no obligation under the indenture to seek to avoid these results, or any other legal or financial effects that are disadvantageous to you, in connection with a merger, consolidation or sale or lease of assets
that is permitted under the indenture. However, we may not take any of these actions unless all the following conditions are met:

 







  

Where a BP Debt Issuer or BP, as applicable, merges out of existence or sells or leases substantially all of its assets, the other entity must assume its
obligations on the debt securities or the guarantees. Such other entity must be organized under the laws of such BP entity’s jurisdiction or a political subdivision thereof.

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


14







Table of Contents








  

The merger, sale or lease of assets or other transaction must not cause a default on the debt securities, and we must not already 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 on page 20 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:0px"> 

It is possible that the merger, sale or lease of assets or other transaction
would cause some of our property to become subject to a mortgage, security interest, lien or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back.

 

It is possible that the U.S. Internal Revenue Service may deem
a merger or other similar transaction to cause an exchange for U.S. federal income tax purposes of debt securities for new securities by the holders of the debt securities. This could result in the recognition of taxable gain or loss for U.S.
federal income tax purposes and possible other adverse tax consequences.

 

FACE="Times New Roman" SIZE="2">Modification and Waiver

 

SIZE="2">There are three types of changes we can make to the indentures and the debt securities.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%">Changes Requiring Your Approval

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">First, there are changes that cannot be made to your debt securities without your specific approval. We must obtain your specified approval in order to:

 







  

change the stated maturity of the principal or interest on a debt security;

SIZE="1"> 







  

reduce any amounts due on a debt security;

 







  

reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default;

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







  

change the place or currency of payment on a debt security;

SIZE="1"> 







  

impair your right to sue for payment;

 







  

reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indentures;

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







  

reduce the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indentures or to waive various
defaults;

 







  

modify any other aspect of the provisions dealing with modification and waiver of the indentures; and

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







  

change the obligations of BP to pay any principal, premium or interest under the guarantees. (Section 902)

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

This excerpt taken from the BP 20-F filed Jun 30, 2005.

14.   NOTICES

    (1)
    Any notice or other document to be served under any agreement between the Company and the Secondee may, in the case of the Company, be delivered by hand or sent by first class mail or telex or facsimile process to the Company at its registered office for the time being and, in the case of the Secondee, may be delivered to him or sent by first class mail to his usual or last known place of residence.

    (2)
    Any such notice or other document shall be deemed to have been served:

    (a)
    if delivered, at the time of delivery;

    (b)
    if mail, at 10.00 a.m. on the second Working Day after it was put into the mail; or

    (c)
    if sent by telex or facsimile process, at the expiration of two hours after the time of dispatch, if dispatched before 3.00 p.m. on any Working Day, and in any other case at 10.00 a.m. on the Working Day following the date of dispatch.

    (3)
    In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice or other document was properly addressed and posted as a pre-paid first class letter or that the telex or facsimile message was properly addressed and dispatched as the case may be.

THIS AGREEMENT is made on August 7, 2000

BETWEEN:

(1)
BP EXPLORATION (ALASKA) INC. a Delaware corporation of 900 East Benson Boulevard, Anchorage 99508 (the "Company"); and

(2)
BP AMOCO p.l.c. an English registered company of 1 Finsbury Circus, London, EC2M 7BA (the "Parent").

WHEREAS the Company has agreed that it will supply to the Parent assistance by seconding its employee BYRON ELMER GROTE (the "Secondee") to the Company in accordance with the terms and conditions of this Agreement.

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