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BP » Topics » Optional Tax Redemption

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

Optional Tax Redemption

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom tax treatment, BP or BP Capital U.K. would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

Optional Tax Redemption

FACE="Times New Roman" SIZE="2">We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom tax treatment, BP or BP Capital U.K. would be required to pay additional amounts as described
in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom tax treatment that occur on or after the date specified in the prospectus supplement for the
applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption
price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

SIZE="2">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.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%">Defeasance and Discharge

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)

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

 


19






Table of Contents






 


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.

 







 • 

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







 • 

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.

However, even if we take these actions, a
number of our obligations relating to the debt securities will remain. These include the following obligations:

 







 • 

to register the transfer and exchange of debt securities;

 







 • 

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

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

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

Optional Tax Redemption

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom tax treatment, BP or BP Capital U.K. would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

Optional Tax Redemption

FACE="Times New Roman" SIZE="2">We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom tax treatment, BP or BP Capital U.K. would be required to pay additional amounts as described
in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom tax treatment that occur on or after the date specified in the prospectus supplement for the
applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption
price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

SIZE="2">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.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%">Defeasance and Discharge

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)

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

 


19






Table of Contents






 


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.

 







 • 

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







 • 

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.

However, even if we take these actions, a
number of our obligations relating to the debt securities will remain. These include the following obligations:

 







 • 

to register the transfer and exchange of debt securities;

 







 • 

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

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

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

Optional Tax Redemption

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom tax treatment, BP or BP Capital U.K. would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

Optional Tax Redemption

FACE="Times New Roman" SIZE="2">We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom tax treatment, BP or BP Capital U.K. would be required to pay additional amounts as described
in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom tax treatment that occur on or after the date specified in the prospectus supplement for the
applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption
price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

SIZE="2">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.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%">Defeasance and Discharge

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)

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

 


19






Table of Contents






 


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.

 







 • 

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







 • 

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.

However, even if we take these actions, a
number of our obligations relating to the debt securities will remain. These include the following obligations:

 







 • 

to register the transfer and exchange of debt securities;

 







 • 

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

 







 • 

to maintain paying agencies; and

 







 • 

to hold money for payment in trust.

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

Optional Tax Redemption

 

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 

18

Table of Contents

Optional
Tax Redemption

 

We may also have the option to redeem
the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under
“—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt
securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue
discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 


18






Table of Contents


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

Optional Tax Redemption

 

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 

18

Table of Contents

Optional
Tax Redemption

 

We may also have the option to redeem
the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under
“—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt
securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue
discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 


18






Table of Contents


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

Optional Tax Redemption

 

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 

18

Table of Contents

Optional
Tax Redemption

 

We may also have the option to redeem
the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under
“—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt
securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue
discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 


18






Table of Contents


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

Optional Tax Redemption

 

We may also have the option to redeem the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under “—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 

18

Table of Contents

Optional
Tax Redemption

 

We may also have the option to redeem
the debt securities of a given series if, as a result of any change in United Kingdom or Canadian tax treatment, BP, BP Capital U.K. or BP Canada would be required to pay additional amounts as described in the previous subsection under
“—Payment of Additional Amounts”. This option applies only in the case of changes in United Kingdom or Canadian tax treatment that occur on or after the date specified in the prospectus supplement for the applicable series of debt
securities. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest. The redemption price for original issue
discount debt securities will be specified in the prospectus supplement for such securities. (Section 1108)

 


18






Table of Contents


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
424B5 (2 sections)
Nov 5, 2008
424B5 (2 sections)
Mar 13, 2008

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