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BP » Topics » PURCHASE AGREEMENT STANDARD PROVISIONS

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

PURCHASE AGREEMENT STANDARD PROVISIONS

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">(2009 Edition)






From time to time, BP Capital Markets p.l.c., a public company organized under the laws of England and Wales (the
“Company”), may enter into one or more purchase agreements that provide for the sale of designated securities to the purchaser or purchasers named therein (each a “Purchaser”). The standard provisions set forth herein may be
incorporated by reference in any such purchase agreement (each a “Purchase Agreement”). The Purchase Agreement relating to any particular sale of Offered Securities, including the provisions incorporated therein by reference, is herein
referred to as this Agreement. Unless otherwise defined herein, terms defined in such Purchase Agreement are used herein as therein defined.

SIZE="2">I.

The Company proposes to issue debt securities (the “Securities”) from time to time pursuant to the provisions of the
Indenture dated as of March 8, 2002, among the Company, BP p.l.c. (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as Trustee. Pursuant to the Indenture, the Guarantor will guarantee payment of the principal of
(and premium, if any) and interest on the Securities. The Securities may have varying designations, maturities, rates and times of payment of interest, selling prices and redemption and other terms.

STYLE="margin-top:12px;margin-bottom:0px">The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement as defined under Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”), including a prospectus relating to the Securities and has filed with the Commission, or transmitted to the Commission for filing (or will promptly after the sale so file) a
prospectus supplement specifically relating to the Offered Securities pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The term Registration Statement means the registration statement as amended
to the date of the Purchase Agreement (including information deemed to be a part thereof by reason of Rule 430B under the Securities Act). The term Basic Prospectus means the prospectus included in the Registration Statement. The term Prospectus
means the Basic Prospectus together with the final prospectus supplement specifically relating to the Offered Securities, as filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b). The term preliminary prospectus means any
preliminary prospectus (including any preliminary prospectus supplement) specifically relating to the Offered Securities filed prior to the Applicable Time. The term Pricing Prospectus means the Basic Prospectus as amended and supplemented
immediately prior to the Applicable Time specified in the Purchase Agreement. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus”, “preliminary prospectus” and “Pricing
Prospectus” shall include in each case the material, if any, incorporated by reference therein.

SIZE="2">Each Purchaser represents and agrees with the Company and the Guarantor that [(a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of
its business and it has not offered or sold and will not offer or sell the Offered Securities other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the
purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Offered Securities would otherwise constitute a
contravention of section 19 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by the Company](1FACE="Times New Roman" SIZE="1">); [(a)] [(b)] it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered
Securities in, from or otherwise involving the United Kingdom; and [(b)] [(c)] it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA)

 





(1)

This provision should be deleted if (i) the Offered Securities have a maturity of one year or more or (ii) the Offered Securities have a denomination of
£100,000 or more.

 


- 2 -








received by it in connection with the issue or sale of any Offered Securities, in circumstances in which section 21(1) of the FSMA does not apply to the
Company or the Guarantor.

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