EX-4.3



 





EXHIBIT 4.3




TRUST CONVEYANCE




Dated February 28, 1989




Between




THE STANDARD OIL COMPANY

(“Grantor”)




and




BP PRUDHOE BAY ROYALTY TRUST

(“Grantee”)




RECORD THIS INSTRUMENT IN THE BARROW RECORDING DISTRICT.



THE STANDARD OIL COMPANY is known in Alaska as SOCO INC.; please index both of
these names in the Grantor Index. BP PRUDHOE BAY ROYALTY TRUST should be indexed
in the Grantee Index.



THE LANDS AFFECTED BY THIS INSTRUMENT ARE DESCRIBED IN EXHIBIT A ATTACHED HERETO.



ADDRESSES OF THE PARTIES TO THIS INSTRUMENT ARE SET FORTH IN SECTION 4.2 OF THIS INSTRUMENT.




	 	 	 
	RETURN THIS INSTRUMENT TO:

	 	GUESS & RUDD
	 

	 	510 L Street, Suite 700
	 

	 	Anchorage, Alaska 99501
	 

	 	Attn: Joseph J. Perkins, Jr.






 









 





TRUST CONVEYANCE




     THIS CONVEYANCE, dated the 28th day of February, 1989, between The Standard
Oil Company, an Ohio corporation known in Alaska as SOCO INC. (Grantor) and the
BP Prudhoe Bay Royalty Trust, a business trust under the Delaware Trust Act
administered under the terms of the BP Prudhoe Bay Royalty Trust Agreement among
The Standard Oil Company, BP Exploration (Alaska) Inc., The Bank of New York,
Trustee, and F. James Hutchinson, Co-trustee (Grantee).



WITNESSETH:




     WHEREAS, Grantor is the owner of a certain Royalty Interest covering
certain lands and leases situated in the Prudhoe Bay area of the State of Alaska
more fully described in Exhibit A to this Conveyance; and



     WHEREAS, Grantor desires to transfer and convey the Royalty Interest unto
Grantee as of the Effective Date herein provided; and



     WHEREAS, Grantee desires to accept the Royalty Interest as of the Effective
Date herein provided;



     NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements herein contained, the parties hereto agree as follows:



SECTION ONE




DEFINITIONS




     For the purposes of this Conveyance, the following words, terms and phrases
shall have the following meanings:



     Conveyance shall mean this Trust Conveyance.



     Effective Date shall mean 12:01 o’clock A.M. Alaska Time Zone on February
28, 1989.



     Grantee shall mean the BP Prudhoe Bay Royalty Trust while it owns all or
any part of or interest in the Royalty Interest and any other Person or Persons
who acquire legal title to all or any part of or interest in the Royalty
Interest.



     Grantor shall mean The Standard Oil Company, an Ohio corporation known in
Alaska as SOCO Inc.



     Leases shall have the meaning stated in the Overriding Royalty Conveyance.



 









 





     Overriding Royalty Conveyance Grantee shall have the same meaning as the
definition of “Grantee” set forth in the Overriding Royalty Conveyance.



     Overriding Royalty Conveyance Grantor shall have the same meaning as the
definition of “Grantor” set forth in the Overriding Royalty Conveyance.



     Overriding Royalty Conveyance shall mean that certain Overriding Royalty
Conveyance dated February 27, 1989, executed and delivered by BP Exploration
(Alaska) Inc., as Grantor, and The Standard Oil Company, as Grantee, covering
certain lands and leases situated in the Prudhoe Bay area of the State of Alaska
more particularly described in Exhibit A to the Overriding Royalty Conveyance. A
copy of the Overriding Royalty Conveyance is attached hereto as Exhibit B. The
Overriding Royalty Conveyance is recorded in Book 54, Pages 469-495, Barrow
Recording District.



     Person shall mean an individual, corporation, partnership, trust, estate or
other entity, organization or association.



     Royalty Interest shall mean the overriding royalty interest conveyed to
Overriding Royalty Conveyance Grantee by the Overriding Royalty Conveyance.



     Subject Interests shall have the meaning stated in the Overriding Royalty
Conveyance.



SECTION TWO




CONVEYANCE




     Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration to it paid by Grantee, the receipt and
sufficiency of which are hereby acknowledged, by these presents does hereby
bargain, sell, grant, convey, transfer, assign, set over and deliver unto
Grantee, its successors and assigns the Royalty Interest and all rights and
benefits to which Overriding Royalty Conveyance Grantee is entitled under or
pursuant to the Overriding Royalty Conveyance (including, without limitation,
the rights and benefits arising out of the covenants, representations,
warranties and indemnities made by Overriding Royalty Conveyance Grantor to or
for the benefit of Overriding Royalty Conveyance Grantee pursuant to the
Overriding Royalty Conveyance), to have and to hold forever.



SECTION THREE




COVENANTS AND WARRANTIES




     Grantor hereby covenants and warrants that it is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Ohio, is qualified to transact business and is in good standing in the State of
Alaska, and is qualified with the Alaska Department of Natural Resources to hold
interests in state oil and gas leases; that it has the legal right and authority
to bargain, grant, sell, convey, transfer, assign, set over and deliver the
Royalty Interest to Grantee and that it has legal right and authority



2









 




to execute, deliver and perform this Conveyance; that the execution, delivery
and performance of this Conveyance by it (i) does not require the consent of any
other Person; (ii) does not require any action by or filing with any
governmental body, agency, or official that has not been accomplished, other
than the filings which may be required under the terms of the Leases and the
terms of the applicable statutes of the State of Alaska and the administrative
regulations of the Alaska Department of Natural Resources, which filings will be
promptly made by Grantor upon the execution of this Conveyance; and, (iii) will
not violate or conflict with any law, statute, regulation, agreement, judgment,
injunction, order, decree or other instrument to which Grantor is subject or is
party or by which Grantor or the Leases or the Subject Interests are bound; and
that this Conveyance is a valid and binding agreement of Grantor, enforceable
against Grantor in accordance with its terms. Grantor hereby binds itself and
its successors and assigns to forever defend the title to the Royalty Interest
unto Grantee and its successors and assigns against every Person claiming the
same or any part thereof by, through or under Grantor, but not otherwise. This
Conveyance is made with full substitution and subrogation of Grantee in and to
all covenants, representations and warranties by others heretofore given or made
in respect of the Leases or the Subject Interests.




SECTION FOUR




MISCELLANEOUS




     Section 4.1 Further Assurances. Should any additional instruments of
assignment or conveyance be required to describe more specifically any interests
subject hereto, or to vest in Grantee the benefit of all covenants,
representations, warranties and indemnities by others heretofore given or made
in respect of the Royalty Interest or the Leases or the Subject Interests
(including, without limitation, those made by Overriding Royalty Conveyance
Grantor to or for the benefit of Overriding Royalty Conveyance Grantee pursuant
to the Overriding Royalty Conveyance), Grantor agrees to execute and deliver the
same. Also, if any other or additional instruments are required in connection
with the transfer of the Royalty Interest to comply with applicable law or
regulations, Grantor will execute and deliver the same.



     Section 4.2 Notices. Any notice, request, demand, report, statement or
other instrument which may be required or permitted to be given to any party
hereto or other Person succeeding to any interest of a party hereto shall be
deemed sufficiently given if in writing and delivered to such party or Person or
to an officer of such party or Person or deposited in the United States mail in
a sealed envelope, first class mail, with postage prepaid, addressed to such
party or Person at its or his address stated in this Conveyance, or at such
other address as the party or Person to be addressed shall have designated by
written notice to each other party or Person. Each party’s proper address shall
be deemed to be that set forth herein below until such party gives to the other
party, in the manner above prescribed, notice of a new address, after which such
address shall be deemed the proper address until changed in like manner. Notice
shall be deemed given when actually received by the party or Person to which
such notice was intended.



	 	 	 	 	 
	 

	 	Grantor:
	 	The Standard Oil Company
	 

	 	 	 	200 Public Square
	 

	 	 	 	Cleveland, Ohio 44114-2375






3









 






	 	 	 	 	 
	 

	 	Grantee:
	 	BP Prudhoe Bay Royalty Trust,
	 

	 	 	 	The Bank of New York, Trustee
	 

	 	 	 	21 West Street, 12th Floor
	 

	 	 	 	New York, New York 10286
	 

	 	 	 	Attention: Corporate Trust Department






     Section 4.3 Binding Effect. This Conveyance and all of the rights and
obligations hereunder shall bind and inure to the benefit of the successors and
assigns of Grantor and Grantee.



     Section 4.4 Headings for Convenience. The headings used in this Conveyance
are inserted for convenience only and shall be disregarded in construing this
Conveyance.



     Section 4.5 Counterparts. This Conveyance may be executed in several
original counterparts. Each such counterpart shall for all purposes be deemed an
original, and all such counterparts shall constitute but one and the same
Conveyance.



     Section 4.6 Governing Law. The validity, effect and construction of this
Conveyance shall be governed by the laws of the State of Alaska.



4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Conveyance to be
duly executed as of the day and year first written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	The Standard Oil Company	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ J.M. Cesarik
 


	 	 	 	By
	 	/s/ J.H. Ross
 

	 	 
	J.M. Cesarik,	 	 	 	J.H. Ross, Chairman and	 	 
	Corporate Secretary	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	BP PRUDHOE BAY ROYALTY TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By The Bank of New York	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ David G. Sampson

	 	 	 	By
	 	/s/ W.N. Gitlin	 	 
	 

	 	 	 	 	 	 	 	 
	David G. Sampson	 	 	 	Walter N. Gitlin	 	 
	Assistant Vice President	 	 	 	Assistant Vice President	 	 






ACKNOWLEDGMENT




	 	 	 
	STATE OF OHIO

	 	 )
	 

	 	 )    ss
	COUNTY OF CUYAHOGA

	 	 )






     Before me, a notary public, in and for said county, personally appeared
J.H. Ross and J.M. Cesarik, known to me to be the persons who, as Chairman and
Chief Executive Officer and Corporate Secretary, respectively, of The Standard
Oil Company, the corporation which executed the foregoing instrument, signed
the same, and acknowledged to me that they did so sign said instrument in the
name and upon behalf of said corporation as such officers, respectively; that
the same is their free act and deed as such officers, respectively, and the
free and corporate act and deed of said corporation; that they were duly
authorized thereunto by its board of directors; and that the seal affixed to
said instrument is the corporation seal of said corporation. In testimony
whereof, I have hereunto subscribed my name, and affixed my official seal, at
Cleveland, Ohio, this 15th day of February, 1989.



	 	 	 	 	 
	[SEAL]

	 	/s/ JoAnn Motuza
 

Notary Public in and for Ohio
	 	 
	 
	 	 	 	 
	 

	 	My Commission Expires:	 	 






JoANN MOTUZA

Notary Public, State of Ohio

Recorded in Cuyahoga County

My Comm. Expires 9-14-92




	 	 	 
	STATE OF NEW YORK

	 	 )
	 

	 	 )    ss
	COUNTY OF NEW YORK

	 	 )






     Before me, a notary public, in and for said county, personally appeared
Walter N. Gitlin and David C. Sampson, known to me to be the persons who, as
Assistant Vice Presidents of The Bank of New York, the corporation which
executed the foregoing instrument, signed the same, and acknowledged to me
that they did so sign said instrument in the name and upon behalf of said
corporation as such officers; that the same is their free act and deed as such
officers, and the free and corporate act and deed of said corporation; that
they were duly authorized thereunto by its board of directors; and that the
seal affixed to said instrument is the corporation seal of said corporation.
In testimony whereof, I have hereunto subscribed my name, and affixed my
official seal, at New York, New York this 23rd day of February, 1989.



	 	 	 	 	 
	 

	 	/s/ Virginia Barazotti
 

Notary Public in and for New York
	 	 
	 
	 	 	 	 
	 

	 	My Commission Expires:	 	 






VIRGINIA BARAZOTTI

Notary Public, State of New York

No. 42-4734842

Qualified in Queens County

Certificate filed in New York County

Commission Expires Nov. 30, 1989




5









 








EXHIBIT A




TRUST CONVEYANCE




STATE OF ALASKA




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORCG’s	 	Recorded
	PBU	 	Lease	 	Lands	 	Working	 	Book/
	Tract	 	Serial No.	 	Description	 	Interest*	 	Page**
	16	 	ADL-25637	 	Secs. 13,24
	 	 	50	%	 	42/609
	 	 	 	 	T12N-R10E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	47	 	ADL-28260	 	Secs. 1,2,11,12
	 	 	100	%***	 	52/40
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	25	 	ADL-28277	 	Secs. 26,35,36
	 	 	100	%***	 	52/44
	 	 	 	 	T12N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	24	 	ADL-28278	 	Secs. 27,28,33,34
	 	 	100	%***	 	52/50
	 	 	 	 	T12N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	23	 	ADL-28279	 	Secs. 29,30,31,32
	 	 	100	%***	 	52/56
	 	 	 	 	T12N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	44	 	ADL-28280	 	Secs. 1,2,11,12
	 	 	100	%***	 	52/62
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	45	 	ADL-28281	 	Secs. 3,4,9,10
	 	 	100	%***	 	52/68
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	46	 	ADL-28282	 	Secs. 5,6,7,8
	 	 	100	%***	 	52/74
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	57	 	ADL-28283	 	Secs. 17,18,19,20
	 	 	100	%***	 	52/80
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	58	 	ADL-28284	 	Secs. 15,16,21,22
	 	 	100	%***	 	52/86
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	59	 	ADL-28285	 	Secs. 13,14,23,24
	 	 	100	%***	 	52/92
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	76	 	ADL-28286	 	Secs. 25,26,35,36
	 	 	100	%***	 	52/98
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	29/178
	 	 	 	 	 
	 	 	 	 	 	 
	77	 	ADL-28287	 	Secs. 27,28,33,34
	 	 	100	%***	 	47/235
	 	 	 	 	T11N-R13E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	60	 	ADL-28305	 	Secs. 17,18,19,20
	 	 	100	%***	 	47/223
	 	 	 	 	T11N-R14E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ORCG’s	 	Recorded
	PBU	 	Lease	 	Lands	 	Working	 	Book/
	Tract	 	Serial No.	 	Description	 	Interest*	 	Page**
	74	 	ADL-28309	 	Secs. 27,28,33,34
	 	 	100	%***	 	42/336
	 	 	 	 	T11N-R14E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	75	 	ADL-28310	 	Secs. 29,30,31,32
	 	 	100	%***	 	47/241
	 	 	 	 	T11N-R14E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	90	 	ADL-28311	 	Secs. 1,2,11,12
	 	 	100	%***	 	47/229
	 	 	 	 	T10N-R14E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	89	 	ADL-28312	 	Secs. 3,4,9,10
	 	 	100	%***	 	52/104
	 	 	 	 	T10N-R14E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	101	 	ADL-28315	 	Secs. 13,14,23,24
	 	 	100	%***	 	52/110
	 	 	 	 	T10N-R14E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	38	 	ADL-28320	 	Secs. 1,2,11,12
	 	 	100	%***	 	47/199
	 	 	 	 	T11N-R15E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	100	 	ADL-28330	 	Secs. 17,18,19,20
	 	 	100	%***	 	52/116
	 	 	 	 	T10N-R15E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	99	 	ADL-28331	 	Secs. 15,16,21,22
	 	 	100	%***	 	52/122
	 	 	 	 	T10N-R15E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	110	 	ADL-28333	 	Secs. 25,26,35,36
	 	 	100	%***	 	42/341
	 	 	 	 	T10N-R15E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	108	 	ADL-28335	 	Secs. 29,30,31,32
	 	 	100	%***	 	52/128
	 	 	 	 	T10N-R15E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	66	 	ADL-28339	 	Secs. 17,18,19
	 	 	100	%***	 	47/193
	 	 	 	 	T11N-R16E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	69	 	ADL-28343	 	Secs. 30,31,32
	 	 	100	%***	 	42/356
	 	 	 	 	T11N-R16E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	111	 	ADL-28349	 	Secs. 29,30,31
	 	 	100	%***	 	42/370
	 	 	 	 	T10N-R16E, UM
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	31	 	ADL-34630	 	Secs. 25,26,35,36
	 	 	100	%***	 	47/205
	 	 	 	 	T12N-R15E, UM
	 	 	 	 	 	 









 




			
	*	 	“OCRG” means Overriding Royalty Conveyance Grantor.
	 
	**	 	All book and page references are to the lease records of the Noatak-Kobuk
Recording District, except: (i) Lease ADL 25637 is recorded in the Miscellaneous
Records of the Fairbanks Recording District; and (iii) [sic] Lease ADL 28286 is
recorded both in the Lease Records of the Noatak-Kobuk




 









 









			
	 	 	Recording District (Book 52/page 98) and the Lease Records of the Fairbanks
Recording District (Book 29/page 178).
	 
	***	 	The interest of BP Exploration (Alaska) Inc. in these leases is subject to
the “Net Profits Royalty Interest” (excluding the “Lower Lower Net Profits
Royalty Interest”)(as said terms are defined in the Overriding Royalty
Conveyance).