The Fourth Supplemental Indenture


 Exhibit 4.2 
 BP Capital Markets p.l.c., 
 Company 
 AND 
 BP p.l.c., 
 Guarantor 
 TO 

The Bank of New York Trust Company, N.A., 
 Trustee 
 Fourth Supplemental Indenture 
 Dated as of March 15, 2007 
 Supplement to Indenture Dated as of
March 8, 2002 
 4 7/8% Guaranteed Notes due 2010 






 FOURTH SUPPLEMENTAL INDENTURE 
 FOURTH SUPPLEMENTAL INDENTURE, dated as of March 15, 2007, among BP Capital Markets p.l.c., a corporation duly organized and existing under the laws
of England and Wales (herein called the “Company”), having its principal office at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP United Kingdom, and BP p.l.c., a corporation duly organized and existing under the laws of England
(herein called the “Guarantor”), having its registered office at 1 St. James’s Square, London SW1Y 4PD, England, and The Bank of New York Trust Company, N.A., a national banking association having its Corporate Trust Office at
227 West Monroe Street, 26th Floor, Chicago, Illinois 60606, as Trustee (herein called the “Trustee”) under the Base Indenture (as hereinafter defined). 
 RECITALS OF THE COMPANY 
 WHEREAS, the Company and the Guarantor have heretofore executed and delivered to
the Trustee the Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), providing for the issuance from time to time of one or more series of the Company’s unsecured debentures, notes or other evidences of
indebtedness (herein and in the Base Indenture called the “Securities”), the forms and terms of which are to be determined as set forth in Sections 201 and 301 of the Base Indenture; 
 WHEREAS, the Company desires to create a series of Securities in an aggregate principal amount of
U.S.$500,000,000, which shall be designated the 4 7/8% Guaranteed Notes due 2010 (the “Notes”), and all
action on the part of the Company necessary to authorize the issuance of the Notes under the Base Indenture and this Fourth Supplemental Indenture has been duly taken; and 
 WHEREAS, all acts and things necessary to make this Fourth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have
been done. 
 RECITALS OF THE GUARANTOR 
 WHEREAS, the Guarantor desires to make the Guarantees provided for herein and in the Base Indenture; and 
 WHEREAS, all things
necessary to make this Fourth Supplemental Indenture a valid agreement of the Guarantor, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: 
  

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 ARTICLE ONE 
 CREATION OF THE NOTES 
 Section 1.1. Designation
of Series. Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates a series of Securities designated as the “4 7/8% Guaranteed Notes due 2010,” which Notes shall be deemed “Securities” for all purposes under the Base Indenture. 
 Section 1.2. Form of Notes. The form of the Notes shall be substantially as set forth in Exhibit A attached hereto, which is incorporated
herein and made part hereof. The Notes shall bear interest, be payable and have such other terms as are stated in said form of the Notes attached hereto as Exhibit A and in the Base Indenture, as supplemented by this Fourth Supplemental
Indenture. The Stated Maturity of the Notes shall be March 15, 2010. 
 Section 1.3. Limit on Amount of Series. The Notes shall not
exceed U.S.$500,000,000 in aggregate principal amount Outstanding under the Base Indenture at any time, except as otherwise provided in the last paragraph of Section 301 of the Base Indenture. The Notes may, upon the execution and delivery of
this Fourth Supplemental Indenture or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the delivery of a Company Order
and such other documents as shall be required by the Base Indenture. 
 Section 1.4. Redemption. The Notes shall not be redeemable
except as provided in Section 1108 of the Base Indenture. 
 Section 1.5. No Sinking Fund. No sinking fund will be provided with
respect to the Notes. 
 Section 1.6. Notes Not Convertible or Exchangeable. The Notes will not be convertible or exchangeable for other
securities or property. 
 Section 1.7. Issuance of Notes; Selection of Depositary. The Notes shall be issued as Global Securities in
registered form, without coupons. The initial Depositary for the Notes shall be The Depository Trust Company. 
 ARTICLE TWO 
 MISCELLANEOUS 
 Section 2.1. Execution as
Supplemental Indenture. This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Fourth Supplemental Indenture forms a part thereof. Except
as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture. 
  

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 Section 2.2. Responsibility for Recitals, Etc. The recitals herein shall be taken as the statements
of the Company and the Guarantor, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. 
 Section 2.3. Provisions Binding on Company’s and Guarantor’s Successors. All the covenants, stipulations, promises and agreements of the
Company contained in this Fourth Supplemental Indenture shall bind the Company’s successors and assigns whether so expressed or not. All the covenants, stipulations, promises and agreements of the Guarantor contained in this Fourth Supplemental
Indenture shall bind the Guarantor’s successors and assigns whether so expressed or not. 
 Section 2.4. New York Contract. This
Fourth Supplemental Indenture, each Note and the Guarantees shall be governed by and construed in accordance with the laws of the state of New York, except that the authorization and execution of this Fourth Supplemental Indenture, each Note and the
Guarantees shall be governed by the laws of the respective jurisdictions of organization of the Company and the Guarantor. 
 Section 2.5. Execution and Counterparts. This Fourth Supplemental Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which shall be an original but such counterparts shall together
constitute but one and the same instrument. 
 Section 2.6. Capitalized Terms. Capitalized terms not otherwise defined in this Fourth
Supplemental Indenture shall have the respective meanings assigned to them in the Base Indenture. 
  

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 IN WITNESS WHEREOF, the Company and the Trustee hereto have
caused this Fourth Supplemental Indenture to be duly executed, and the Guarantor has caused this Fourth Supplemental Indenture to be signed on its behalf by Gary Admans, its duly appointed attorney, all as of the day and year first above written.

  

			
	BP CAPITAL MARKETS p.l.c.
		
	By:	 	 /s/ PATRICK EDWARD HALPIN

	Name:	 	Patrick Edward Halpin
	Title:	 	Authorised signatory


  

			
	Attest:
		
	By:	 	 /s/ ELEANOR FISHER

	Name:	 	Eleanor Fisher
	Title:	 	Legal Advisor

  

			
	BP p.l.c.
		
	By:	 	 /s/ GARY ANTONY ADMANS

	Name:	 	Gary Antony Admans
	Title:	 	Authorised signatory


  

			
	 THE BANK OF NEW YORK TRUST
COMPANY, N.A.
 AS TRUSTEE

		
	By:	 	 /s/ BENITA A. VAUGHN

	Name:	 	Benita A. Vaughn
	Title:	 	Vice President


  

			
	Attest:
		
	By:	 	 /s/ JANICE OTT ROTUNNO

	Name:	 	Janice Ott Rotunno
	Title:	 	Vice President

  

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