Exhibit 1.1
[NAME OF ISSUER]
PURCHASE AGREEMENT STANDARD PROVISIONS
(2002 Edition)
From time to time, [Name of Issuer], a [Jurisdiction of Incorporation]
corporation (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.
I.
The Company proposes to issue debt securities (the "Securities") from
time to time pursuant to the provisions of the Indenture dated as of
among the Company, BP p.l.c. (the "Guarantor") and JPMorgan Chase Bank, 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.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement 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 under the
Securities Act of 1933. 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 430A(b) under the
Securities Act of 1933). The term Basic Prospectus means the prospectus included
in the Registration Statement. The term Prospectus means the Basic Prospectus
together with the prospectus supplement specifically relating to the Offered
Securities, as filed with, or transmitted for filing to, the Commission pursuant
to Rule 424. The term preliminary prospectus means a preliminary prospectus
supplement specifically relating to the Offered Securities together with the
Basic Prospectus. As used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall include in each
case the material, if any, incorporated by reference therein.
Each Purchaser undertakes that (i) in connection with the distribution
of the Offered Securities which have a maturity of one year or more and which
are to be admitted to the Official List of the U.K. Listing Authority, it has
not offered or sold and will not offer or sell any Notes to persons in the
United Kingdom prior to admission of such securities to listing in accordance
with Part VI of the Financial Services and Markets Xxx 0000 (the "FSMA"), except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1993 or the FSMA; (ii) in connection
with the distribution of Offered Securities which have a maturity of one year or
more and which are not to be admitted to the Official List of the U.K. Listing
Authority, it has not offered or sold and, prior to the date six months after
the date of issuance of the Offered Securities, will not offer or sell any
Offered Securities to persons in the United Kingdom except 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
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Offered Securities Regulations 1995; (iii) 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 (iv) 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) 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 [Issuer or the] Guarantor.
II.
If a Purchaser advises the Company and the Guarantor in the Purchase
Agreement that it intends to resell the Offered Securities, the Company and the
Guarantor will provide assistance as hereinafter provided. The terms of any such
resale will be set forth in the Prospectus. The provisions of Articles V, VI,
and VII of this Agreement will apply only to a Purchaser giving advice in
accordance herewith (the "Reselling Purchaser").
III.
Payment for the Offered Securities shall be made by wire transfer or by
certified or official bank check or checks payable to the order of the Company
in immediately available Federal funds or in New York Clearing House funds as
agreed to by the parties and at the time and place set forth in the Purchase
Agreement, upon delivery to the Purchaser of the Offered Securities registered
in such names and in such denominations as the Purchaser shall request in
writing not less than one full business day prior to the date of delivery. The
time and date of such payment and delivery with respect to the Offered
Securities are herein referred to as the Closing Date.
IV.
The obligations of the Purchaser hereunder are subject to the following
conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission; there shall have been no
material adverse change (not in the ordinary course of business) in the
condition of the Guarantor and its subsidiaries taken as a whole from that
set forth in the Registration Statement and the Prospectus; and the
Purchaser shall have received, on the Closing Date, certificates dated the
Closing Date and signed by officers of the Company and the Guarantor or
other duly authorized persons, to the foregoing effect. The officers or
other persons making such certificates may each rely upon the best of their
knowledge as to proceedings pending or threatened.
(b) The Purchaser shall have received on the Closing Date opinions of
Xxxxxxxx & Xxxxxxxx as to certain matters of New York law, and of the
General Counsel or an Associate General Counsel of the Company or other
counsel reasonably satisfactory to the Purchaser, dated the Closing Date,
to the effect set forth in Exhibit A hereto.
(c) The Purchaser shall have received on the Closing Date an opinion
of the Group General Counsel of the Guarantor or other United Kingdom
counsel reasonably satisfactory to the Purchaser, dated the Closing Date,
to the effect set forth in Exhibit B hereto.
(d) The Purchaser shall have received on the Closing Date an opinion
of counsel for the Purchaser, dated the Closing Date, in form and substance
reasonably satisfactory to the Purchaser.
(e) The Purchaser shall have received on the Closing Date a letter
from the independent auditors for the Guarantor, dated the Closing Date, to
the effect set forth in Exhibit C hereto.
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(f) No downgrading shall have occurred in the rating accorded the
Company's debt securities by any "nationally recognized statistical rating
organization", as that term is defined by the Commission for purposes of
Rule 436(g)(2) under the Securities Act of 1933, and no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities.
(g) Prior to the Closing Date, the Company shall have furnished to the
Purchaser such further available information and certificates as the
Purchaser may reasonably request.
V.
In further consideration of the agreements contained herein of any
Reselling Purchaser, the Company and the Guarantor covenant to such Reselling
Purchaser as follows:
(a) To furnish the Reselling Purchaser, without charge, a copy of the
Registration Statement including exhibits and materials, if any,
incorporated by reference therein and, during the period mentioned in
paragraph (c) below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments
thereto as the Reselling Purchaser may reasonably request. The terms
"supplement" and "amendment" or "amend" as used in this Agreement shall
include all documents or reports filed or made by the Guarantor with the
Commission subsequent to the date of the Basic Prospectus, pursuant to the
Securities Exchange Act of 1934, which are deemed to be incorporated by
reference in the Prospectus.
(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish the Reselling
Purchaser a copy of each such proposed amendment or supplement.
(c) If, during such period after the first date of reselling of the
Offered Securities as in the opinion of counsel for the Reselling Purchaser
the Prospectus is required by law to be delivered, any event shall occur as
a result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a subsequent purchaser, not misleading,
or if it is necessary to amend or supplement the Prospectus to comply with
law, forthwith to prepare and furnish, at its own expense, to the Reselling
Purchaser, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a subsequent
purchaser, be misleading or so that the Prospectus will comply with law.
(d) To qualify the Offered Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions in the United States of
America as the Reselling Purchaser shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in connection with
such qualification and in connection with the determination of the
eligibility of the Offered Securities for investment under the laws of such
jurisdictions in the United States of America as the Reselling Purchaser
may designate.
(e) To make generally available to the Company's and the Guarantor's
security holders, as soon as reasonably practicable, a consolidated earning
statement of the Guarantor and its subsidiaries covering a twelve month
period beginning after the date of this Agreement and ending at the end of
a fiscal quarter which shall satisfy the provisions of Section 11(a) of the
Securities Act of 1933 (including Rule 158 thereunder).
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(f) During the period beginning on the date of this Agreement and
terminating after the number of days, if any, indicated under "Restriction
on Additional Sales" in the Purchase Agreement, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
substantially similar to the Offered Securities, without the prior written
consent of the Reselling Purchaser.
VI.
The Company and the Guarantor jointly and severally represent and warrant
to each Reselling Purchaser that (i) each document or report, if any, filed or
made or to be filed or made pursuant to the Securities Exchange Act of 1934 and
incorporated by reference in the Prospectus complied when filed or made or will
comply when so filed or made in all material respects with such Act and the
rules and regulations thereunder, (ii) each part of the Registration Statement
(including the documents and reports incorporated by reference therein) filed
with the Commission pursuant to the Securities Act of 1933 relating to the
Securities, when such part became effective, did not contain any untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (iii)
each preliminary prospectus, if any, filed pursuant to Rule 424 under the
Securities Act of 1933 complied when so filed in all material respects with such
Act and the applicable rules and regulations thereunder, (iv) the Registration
Statement and the Prospectus comply and, as amended or supplemented, if
applicable, will comply in all material respects with the Securities Act of 1933
and the applicable rules and regulations thereunder and (v) the Registration
Statement and the Prospectus do not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that these representations and warranties do not apply to statements or
omissions in the Registration Statement, any preliminary prospectus or the
Prospectus based upon information furnished to the Company or the Guarantor in
writing by any Reselling Purchaser expressly for use therein.
The Company and the Guarantor jointly and severally agree to indemnify and
hold harmless each Reselling Purchaser and each person, if any, who controls
such Reselling Purchaser within the meaning of either Section 15 of the
Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934,
from and against any and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, any preliminary prospectus or the Prospectus (if
used within the period set forth in paragraph (c) of Article V hereof and as
amended or supplemented if the Company or the Guarantor shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company or the Guarantor by any Reselling Purchaser
expressly for use therein, provided, however, that the foregoing indemnity with
respect to preliminary prospectuses shall not inure to the benefit of any
Reselling Purchaser (or to the benefit of any person controlling such Reselling
Purchaser) from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities if a copy of the Prospectus had not
been sent or given to such person at or prior to the written confirmation of the
sale of such Offered Securities to such person and such Prospectus would have
cured such deficiency in the preliminary prospectus.
Each Reselling Purchaser agrees to indemnify and hold harmless the Company
and the Guarantor, their directors, their officers who sign the Registration
Statement and any person controlling the Company or the Guarantor to the same
extent as the foregoing indemnity from the Company and the Guarantor to each
Reselling Purchaser, but only with reference to information relating to such
Reselling Purchaser
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furnished in writing by such Reselling Purchaser expressly for use in the
Registration Statement, any preliminary prospectus or the Prospectus.
In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such other person (the
"indemnified party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such indemnified parties. Such firm shall be designated in
writing by the Reselling Purchaser in the case of parties indemnified pursuant
to the second preceding paragraph and by the Company or the Guarantor in the
case of parties indemnified pursuant to the first preceding paragraph. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment.
If the indemnification provided for in this Article VI is unavailable to an
indemnified party other than as a result of the proviso to the second paragraph
of Article VI or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantor on the one hand and the
Reselling Purchaser on the other from the offering of the Offered Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company and the Guarantor on the one hand and of the Reselling Purchaser on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor
on the one hand and the Reselling Purchaser on the other in connection with the
offering of the Offered Securities shall be deemed to be in the same proportion
as the total net proceeds from the offering of such Offered Securities (before
deducting expenses) received by the Company bear to the total commissions, if
any, received by the Reselling Purchaser in respect thereof. If there are no
commissions allowed or paid by the Company or the Guarantor to the Reselling
Purchaser in respect of the Offered Securities, the relative benefits received
by the Reselling Purchaser in the preceding sentence shall be the difference
between the price received by such Reselling Purchaser upon resale of the
Offered Securities and the price paid for such Offered Securities pursuant to
the Purchase Agreement. The relative fault of the Company and the Guarantor on
the one hand and of the Reselling Purchaser on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Guarantor or by the
Reselling Purchaser and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
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The Company, the Guarantor and the Reselling Purchaser agree that it would
not be just and equitable if contribution pursuant to this Article VI were
determined by pro rata allocation or by any other method of allocation which
does not take account of the considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article VI, no Reselling
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Offered Securities resold to the public by
such Reselling Purchaser were offered to the public exceeds the amount of any
damages which such Reselling Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act of 1933) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
The indemnity and contribution agreements contained in this Article VI and
the representations and warranties of the Company and the Guarantor in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by any Reselling
Purchaser or on behalf of any Reselling Purchaser or any person controlling any
Reselling Purchaser and (iii) acceptance of and payment for any of the Offered
Securities.
The Guarantor agrees that any legal suit, action or proceeding brought by
any Reselling Purchaser to enforce the indemnity agreements contained in this
Article VI may be instituted in any state or Federal court in the Borough of
Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, waives, to
the extent it may effectively do so, any objection which it may have now or
hereafter to the laying of the venue of any such suit, action or proceeding, and
irrevocably submits to the jurisdiction of any such court in any such suit,
action or proceeding. The Guarantor has designated and appointed BP America Inc.
(or any successor corporation) as the Guarantor's authorized agent to accept and
acknowledge on its behalf service of any and all process which may be served in
any such suit, action or proceeding in any such court and agrees that service of
process upon said agent at its office at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx, 00000, attention of the General Counsel (or such other address
in the Borough of Manhattan, The City of New York, as the Guarantor may
designate by written notice to you) and written notice of said service to the
Guarantor, mailed or delivered to it, at Xxxxxxxxx Xxxxx, 0 Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX, Xxxxxxx, attention of the Company Secretary, shall be deemed in
every respect effective service of process upon the Guarantor in any such suit,
action or proceeding and shall be taken and held to be valid personal service
upon the Guarantor, whether or not the Guarantor shall then be doing, or at any
time shall have done, business within the State of New York, and any such
service of process shall be of the same force and validity as if service were
made upon it according to the laws governing the validity and requirements of
such service in such State, and waives all claim of error by reason of any such
service. Said designation and appointment shall be irrevocable until the
principal of and interest on the Offered Securities and all other sums owing by
the Company or the Guarantor to holders of the Offered Securities in accordance
with the provisions of the Offered Securities and the Indenture have been paid
in full by the Company or the Guarantor in accordance with the provisions
thereof. The Guarantor agrees to take all action as may be necessary to continue
the designation and appointment of BP America Inc. or any successor corporation
in full force and effect so that the Guarantor shall at all times have an agent
for service of process for the above purposes in the Borough of Manhattan, Xxx
Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America.
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VII.
This Agreement shall be subject to termination in the absolute discretion
of any Reselling Purchaser, by notice given to the Company and the Guarantor, if
prior to the Closing Date (i) trading in securities generally or trading in the
Guarantor's securities on the New York Stock Exchange shall have been suspended
or materially limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or a material disruption in commercial banking or securities
settlement or clearance services within the United States shall have occurred or
(iii) there shall have occurred any material outbreak or escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of such
Reselling Purchaser, impracticable to resell the Offered Securities.
VIII.
If this Agreement shall be terminated by the Purchaser because of any
failure or refusal on the part of the Company or the Guarantor to comply with
the terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company or the Guarantor shall be unable to perform its obligations
under this Agreement, the Company or the Guarantor will reimburse the Purchaser
for all out-of-pocket expenses (including the fees and disbursements of counsel)
reasonably incurred by such Purchaser in connection with the Offered Securities.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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EXHIBIT A
OPINION OF COUNSEL TO THE COMPANY
You shall have received on and as of the Closing Date a favorable opinion
or opinions of counsel for the Company and United States counsel for the
Guarantor, to the effect that (i) the Company has been duly incorporated and is
an existing corporation under the laws of [Jurisdiction of Incorporation]; (ii)
the Indenture has been duly authorized, executed and delivered by the Company
and has been duly executed and delivered by the Guarantor and constitutes a
valid and legally binding obligation of the Company and the Guarantor, and the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (hereinafter called the "Trust
Indenture Act"); (iii) the Offered Securities have been duly authorized and,
when executed in accordance with the terms of the Indenture and authenticated
and delivered to and paid for by the Purchaser pursuant to the Purchase
Agreement, will constitute valid and legally binding obligations of the Company
and will be entitled to the benefits of the Indenture; (iv) the guarantees of
the Guarantor endorsed on the Offered Securities (hereinafter called the
"Guarantees") have been duly executed by the Guarantor and, upon due execution,
authentication and delivery of the Offered Securities, will constitute valid and
legally binding obligations of the Guarantor in accordance with their terms; (v)
the Purchase Agreement has been duly authorized, executed and delivered by the
Company and has been duly executed and delivered by the Guarantor and, assuming
the due authorization, execution and delivery hereof by or on behalf of the
Purchaser and assuming that neither the Registration Statement nor the
Prospectus contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, constitutes a valid and legally binding
agreement of the Company and the Guarantor in accordance with its terms; (vi)
the execution and delivery of the Purchase Agreement by the Company and the
Guarantor, the execution and delivery of the Indenture by the Company and the
Guarantor and the issuance and sale of the Offered Securities by the Company as
provided in the Indenture and in the Purchase Agreement do not result in any
violation of any of the terms or provisions of any indenture, mortgage or other
agreement or instrument known to such counsel by which the Company is bound;
(vii) no consent, approval, authorization or order of, or filing with, any
regulatory authority in the United States of America [or Other Jurisdiction of
Company] is legally required for the execution of the Indenture, the issuance
and sale of the Offered Securities to the Purchaser pursuant to the Purchase
Agreement or the execution of the Guarantees by the Guarantor, other than the
filings with, and the orders of, the Securities and Exchange Commission in
connection with the registration of the Offered Securities and of the Guarantees
under the Securities Act of 1933 (hereinafter called the "Act") and the
qualification of the Indenture under the Trust Indenture Act, except that the
offer and sale of the Offered Securities in certain jurisdictions may be subject
to the provisions of the securities or Blue Sky laws of such jurisdictions; and
(viii) the Registration Statement and the Prospectus, as of the effective date
of the Registration Statement, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Act, the Trust
Indenture Act and the applicable rules and regulations of the Securities and
Exchange Commission thereunder, and such counsel do not believe that the
Registration Statement or the Prospectus, on such effective date, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading. Such opinion may state that such counsel do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and Prospectus except for those made
under the caption "Description of Debt Securities and Guarantees" insofar as
they relate to provisions of documents therein described; and that they do not
express any opinion or belief as to the financial statements or other financial
data contained in the Registration Statement and the Prospectus, or as to the
statement of the eligibility and qualification of the Trustee under the
Indenture.
In giving the foregoing opinion, to the extent that it involves matters
governed by the laws of the United Kingdom, counsel may state that they have
assumed that any document referred to above has been duly authorized, executed
and delivered pursuant to English law and may rely upon the opinion of the Group
General Counsel of the Guarantor (or other United Kingdom counsel pursuant to
Article IV(c) of the Purchase Agreement) and may state that their opinion is,
insofar as such laws are concerned, subject to the exceptions and qualifications
contained in the opinion of such Group General Counsel (or other United Kingdom
counsel).
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EXHIBIT B
OPINION OF COUNSEL TO THE GUARANTOR
You shall have received on and as of the Closing Date a favorable opinion
of the Group General Counsel of the Guarantor, or other counsel reasonably
satisfactory to you, to the effect that subject as mentioned below (i) the
Guarantor has been duly incorporated and is validly existing as a company under
the laws of England; (ii) the Purchase Agreement, the Indenture, the Guarantees
and the execution thereof by [state officer or authorized signatory] have been
duly authorized by the Guarantor, upon the due execution, authentication and
delivery of the Offered Securities by the Company, such Guarantees will be
valid, binding and enforceable obligations of the Guarantor, and the Purchase
Agreement and the Indenture have been duly executed and delivered by the
Guarantor and the Indenture constitutes a valid, binding and enforceable
obligation of the Guarantor; (iii) the execution and delivery of the Purchase
Agreement, the Indenture and the Guarantees by the Guarantor and the performance
of the terms and provisions thereof do not, and will not conflict, with or
result in a breach of any of the current terms or provisions of any law of
England, or of the Memorandum of Association or the Articles of Association of
the Guarantor, except that such counsel need express no opinion as to compliance
or otherwise with the financial limitations on borrowings or the giving of
guarantees by the Guarantor contained therein; (iv) the Guarantor has obtained
all authorizations, approvals and consents from all governmental authorities in
the United Kingdom which are necessary under the laws and regulations of the
United Kingdom for the execution and delivery by the Guarantor of the Purchase
Agreement, the Indenture and the Guarantees and the performance of the terms and
provisions thereof; (v) the submission to jurisdiction and consent to service of
process contained in this Purchase Agreement are, under the laws of England,
valid and sufficient, if notice is duly given to the Guarantor as provided
therein, to confer personal jurisdiction over the Guarantor in respect of any
legal suit, action or proceeding brought by any Purchaser to enforce the
indemnity agreements contained in Article VI of the Purchase Agreement
instituted in any State or Federal court in the Borough of Manhattan, The City
of New York, the State of New York, United States of America, and, under the
laws of England currently in force and under current practice in England as of
such date, any final and conclusive judgment rendered in any such action or
proceeding (a "United States judgment") would be enforced by the English courts
without a retrial or re-examination of the matters thereby adjudicated upon; and
(vi) the Guarantees rank equally and ratably, without priority by reason of date
of issue, currency of payment or otherwise, with all other unsecured and
unsubordinated Debt (as defined in the Indenture) of the Guarantor outstanding
at the date hereof (except on a winding-up, or in a receivership, for certain
claims which are accorded priority by statute in the United Kingdom).
In giving the foregoing opinion, such counsel may state that he has made no
investigation of the laws of any country other than England, and that his
opinion is confined to matters of English law and to the extent that his opinion
involves matters governed by the laws of the United States or the State of New
York, that he has relied exclusively on the opinion of United States counsel for
the Guarantor. He further may state that the term "enforceable" as used in such
opinion means that the obligations assumed by the relevant party under the
relevant document are a type which the English courts enforce. It does not mean
that those obligations will necessarily be enforced in all circumstances in
accordance with their terms. In particular:
(a) enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization and other laws of general application relating to or
affecting the rights of creditors;
(b) enforcement may be limited by general principles of equity-- for
example, equitable remedies may not be available where damages are
considered to be an adequate remedy;
(c) claims may become barred under the Limitation Acts or may be or
become subject to defences of set-off or counterclaim;
(d) where obligations are to be performed in a jurisdiction outside
England, they may not be enforceable in England to the extent that
performance would be illegal or contrary to public policy under the laws of
that jurisdiction.
In addition such counsel may state that (a) a United States judgment would
not be enforced by the English Courts without a retrial or re-examination if
such judgment was obtained by fraud or in a manner opposed to natural justice or
if the enforcement thereof were contrary to United Kingdom public policy; and
(b) in any proceedings to enforce in an English Court a foreign judgment
(including a United States judgment) it is open to the defendant to raise any
counter-claim which he could have brought if the action had originally been
brought in England unless the subject of the counter-claim was in issue and
decided in the foreign proceedings.
Finally, such counsel may state that the opinion is addressed to the
Purchaser on the understanding that it may transmit copies thereof to the
Trustee and its respective counsel, each of whom may rely upon it in connection
with the issue and sale of the Securities as if it had been addressed and
transmitted directly to each of them, but to no other person and for no other
purpose. It may not be quoted or referred to in any public document or filed
with any government agency or other person without such counsel's consent.
B-2
EXHIBIT C
LETTER OF INDEPENDENT AUDITORS
The letter of the independent auditors for the Guarantor, to be
delivered pursuant to Article IV, paragraph (e) of the document entitled
Purchase Agreement Standard Provisions (2002 Edition) (the "Standard
Provisions") shall be to the effect that:
(i) such auditors are independent public accountants with respect
to the Guarantor within the meaning of the Securities Act of
1933 and the Securities Exchange Act of 1934 and the
applicable published rules and regulations thereunder;
(ii) in the opinion of such auditors, the consolidated financial
statements and schedules included in the Annual Report on Form
20-F of the Guarantor most recently filed with the Securities
and Exchange Commission (the "Annual Report") comply as to
form in all material respects with the applicable accounting
requirements of the Securities Exchange Act of 1934 and the
published rules and regulations thereunder;
(iii) nothing has come to the attention of such auditors, as a
result of specified procedures not constituting an audit, that
caused them to believe
(A) that the unaudited financial statements, if any,
incorporated by reference into the Registration Statement,
do not comply in all material respects with the applicable
accounting requirements of the Securities Exchange Act of
1934 and the applicable published rules and regulations
thereunder, or that such financial statements are not
stated on a basis substantially consistent with that of
the audited financial statements referred to above, or
(B) that, except as set forth in such letter or disclosed
in the Registration Statement, there was any change in the
Capital Shares account of the Guarantor or any net
increase in the consolidated finance debt (excluding
amounts subject to repayment within one year) in excess of
(pound)100 million (exclusive of foreign exchange
adjustments) of the BP Group from the date of the latest
balance sheet included or incorporated by reference in the
registration statement to a date not more than forty-five
days from the date of such letter.
