EX-4.4



 





EXHIBIT 4.4




[COMPOSITE COPY]




SUPPORT AGREEMENT




AMONG




THE BRITISH PETROLEUM COMPANY p.l.c.




AND




BP EXPLORATION (ALASKA) INC.




THE STANDARD OIL COMPANY




AND




BP PRUDHOE BAY ROYALTY TRUST




 









 





THIS SUPPORT AGREEMENT made as of February 28, 1989




	 	 	 
	AMONG

	 	THE BRITISH PETROLEUM COMPANY p.l.c. (“BP”), an English company
whose principal office is at Britannic House, Moor Lane, London EC2Y
9BU England,
	 
	 	 
	 

	 	BP EXPLORATION (ALASKA) INC., a Delaware corporation having its
principal office in Anchorage, Alaska (the “Company”),
	 
	 	 
	 

	 	THE STANDARD OIL COMPANY, an Ohio corporation having its principal
office in Cleveland Ohio (“SOC”),
	 
	 	 
	AND

	 	BP PRUDHOE BAY ROYALTY TRUST, a Delaware business trust (the
	 
	 	 
	 

	 	“Trust”), having The Bank of New York, a New York corporation,
authorized to do a banking business, as a Trustee (the “Trustee”),
under the BP Prudhoe Bay Royalty Trust Agreement, dated February 28,
1989, by and among SOC, the Company, the Trustee and a co-trustee
(the “Royalty Trust Agreement”).






WHEREAS





	1.	 	The Company and SOC are indirect, wholly-owned subsidiaries of BP; and
	 
	2.	 	SOC shall grant and convey to the Trust the Initial Royalty Interest

















 








	 	 	 
	 
		 	in consideration of the issuance by the Trust, at SOC’s direction, of Trust
Units representing units of beneficial interest in the Trust; and
	 
	3.	 	In order to induce the initial purchasers of Trust Units to purchase such
Trust Units and in order to induce The Bank of New York and F. James
Hutchinson to act as trustees under the Royalty Trust Agreement, BP shall
provide financial support to the Company and SOC in meeting their
respective payment obligations under the Initial Royalty Interest, any
Additional Royalty Interests, the Royalty Trust Agreement and the
Conveyance to the Trust, the Trustee, the Transfer Agent and the Registrar
(in each case as defined in the Royalty Trust Agreement).
	 
	4.	 	The Trust, in consideration of the conveyance of the Initial Royalty
Interest to the Trust and the above-mentioned financial support of BP and
SOC, shall issue 21,400,000 Trust Units in connection with the
establishment of the Trust pursuant to the Royalty Trust Agreement and
accept the benefits of the financial support and guarantee which BP has
agreed to make available on the terms hereinafter contained.





NOW THEREFORE IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS
	 
	 	 	In this Agreement, unless the context otherwise requires, the following
terms shall have the following meanings:






“Conveyance” means, collectively, the Overriding



-2-









 






Royalty Conveyance dated February 27, 1989 between the Company and SOC
conveying the Initial Royalty Interest to SOC, the Trust Conveyance
dated the date hereof between SOC and the Trust conveying the Initial
Royalty Interest to the Trust and any Additional Conveyance (as
defined in the Royalty Trust Agreement).




“Equivalent Financial Standing” means a Person having a rating
assigned to outstanding unsecured, unsupported long term debt from
Moody’s Investors Service of at least A3 or from Standard & Poor’s
Corporation of at least A- or an equivalent rating from at least one
nationally-recognized statistical rating organization (after giving
effect to the sale or transfer to such Person of all or substantial
all of the Company’s working interest in the PBU a the assumption by
such Person of all of the Company’s obligations under the Conveyance
and of all of BP’s obligations hereunder).




“PBU” means the Prudhoe Bay Unit, as defined in the Conveyance.




“Person” means any individual, corporation, partnership, trust, estate
or other entity, organization or association.



-3-









 






“Royalty Interests” means the Initial Royalty Interest and any
Additional Royalty Interests (in each case as defined in the Royalty
Trust Agreement) conveyed to the Trust pursuant to the Initial
Conveyance or any Additional Conveyance (in each case as defined in
the Royalty Trust Agreement.)




	2.	 	SCOPE OF UNDERTAKING
	 
	(a)	 	Subject to the terms hereof BP shall, within 30 days of notice to BP
pursuant to Article XI of the Royalty Trust Agreement, (i) cause the
Company to perform its payment obligations under the Royalty Interests
pursuant to the Conveyance and (ii) cause the Company and SOC to satisfy
their respective payment obligations to the Trustee, Transfer Agent and
Registrar and their respective payment obligation to the Trust under the
Royalty Trust Agreement (including without limitation, the obligation to
make payments as indemnification), including, in each case, without
limitation, contributing to the Company or SOC or causing to be contributed
to the Company or SOC by an affiliate of BP such funds as are necessary to
make such payments. BP’s obligations under the foregoing undertaking are
unconditional.
	 
	(b)	 	For purposes of BP’s obligations under this Support Agreement, no
assignment, sale, transfer, conveyance, mortgage or pledge or other
disposition of the Royalty




-4-









 












Interests shall relieve (i) the Company of its obligations under the
Royalty Trust Agreement or the Conveyance, (ii) SOC of its obligations
under the Royalty Trust Agreement or (iii) BP of its obligations under this
Support Agreement.




	3.	 	DURATION
	 
	 	 	This Agreement shall be deemed to have come into full force and effect on
the date first above written and shall continue thereafter until the
earlier of (a) the termination of the Royalty Interests and all obligations
of the Company under the Conveyance and of the Company and SOC under the
Royalty Trust Agreement or (b) all or substantially all of the Company’s
working interest in the PBU is sold or transferred to a transferee of
Equivalent Financial Standing in accordance with the provisions of Section
5(d) hereof.
	 
	4.	 	SUPPORT TO BE PROVIDED BY BP
	 
	 	 	Pursuant to BP’s undertaking described in Section 2 hereof BP shall make
available to the Company and SOC, and the Company and SOC shall receive
such financial support as the Company, SOC or the Trustee may from time to
time request from BP in writing.
	 
	5.	 	ASSIGNMENT AND DELEGATION
	 
	(a)	 	Neither BP nor the Company nor SOC shall transfer or assign its rights or
obligations under this Agreement without the prior written consent of the




-5-









 






		 	Trust.
	 
	(b)	 	Notwithstanding (a) above BP shall however be free to arrange for its
obligations hereunder to be performed by any affiliate of BP (with the
exception of the Company) provided that BP shall remain responsible for
ensuring that such obligations are performed in a timely manner.
	 
	(c)	 	The Company may sell or transfer all or part of its working interest in the
PBU, although such a transfer will not relieve BP of its responsibility to
ensure that the Company’s payment obligations with respect to the Royalty
Interests and under the Royalty Trust Agreement and the Conveyance are
performed.
	 
	(d)	 	BP shall be released from its obligation under the Agreement upon the sale
or transfer of all or substantially all of the Company’s working interest
in the PBU, if the transferee is of Equivalent Financial Standing and
unconditionally agrees to assume and be bound by BP’s obligation under this
Agreement in a writing in form and substance reasonably satisfactory to the
Trustee.
	 
	6.	 	ENFORCEABILITY*
	 
	 	 	This Agreement may be enforced by the Trustee, for the benefit of the
Trust, or for its own benefit or for the benefit of the Transfer Agent or
Registrar at any time when the Company or SOC has failed to pay amounts due
the Trust or







 




			
	*	 	Section 6 is as amended by a letter agreement dated May 8, 1989 among the
Trustee, BP, SOC and the Company.




-6-









 











the Trustee, individually, or as Trustee, or the Transfer Agent or
Registrar, as described in the Royalty Trust Agreement, or has otherwise
failed to perform its respective payment obligations under and pursuant to
the Royalty Interests or the Royalty Trust Agreement or the Conveyance.




Notwithstanding any other provision of this Agreement or the Royalty Trust
Agreement, the holder of any Trust Units shall have the right, which is
unconditional, to institute suit against BP for the enforcement of BP’s
obligation under Section 2 of this Agreement to cause the Company to
perform its payment obligations under the Royalty Interests pursuant to the
Conveyance.




BP agrees that upon the filing of any such suit to which the Trustee is not
already a party BP will give notice to the Trustee of the fact of such
filing as soon as reasonably practicable.




	7.	 	NOTICES






Any communications by a party to another shall be sufficiently made if
sent by post (by airmail where airmail is possible), postage paid, or by
telegraph, telex or facsimile to the address hereinafter specified and
shall be deemed to have been made when received.




Unless otherwise specified by not fewer than 15 days’ notice in writing
to the party in question, the address to which communications shall be
sent shall be:



	 	 	 
	BP -

	 	THE BRITISH PETROLEUM COMPANY p.l.c.
	 

	 	Britannic House, Moor Lane
	 

	 	London EC2Y 9BU, England
	 

	 	Attention: Secretary
	 
	 	 
	the Company -

	 	BP EXPLORATION (ALASKA) INC.
	 

	 	c/o BP AMERICA INC.
	 

	 	200 Public Square
	 

	 	Cleveland, Ohio 44114
	 

	 	Attention: Treasurer
	 
	 	 
	SOC -

	 	The Standard Oil Company
	 

	 	c/o BP America Inc.
	 

	 	200 Public Square
	 

	 	Cleveland, Ohio 44114
	 

	 	Attention: Treasurer
	 
	 	 
	the Trustee -

	 	The Bank of New York
	 

	 	21 West Street, 12th Floor
	 

	 	New York, New York 10286
	 

	 	Attention: Corporate Trust
	 

	 	                 Trustee Administration






-7-









 






	8.	 	SUBMISSION TO JURISDICTION
	 
	 	 	BP agrees that any legal suit, action or proceeding arising out of or based
upon this Agreement may be instituted in any state or Federal Court in the
Borough of Manhattan, The City of New York, New York, United States of
America, and 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. BP has designated
and appointed BP America Inc. (or any successor corporation) as BP’s
authorized agent to accept and acknowledge on its behalf in any such suit,
action or proceeding in any such court and agrees that service of process
upon said agent at its office at 667 Madison Avenue, 22nd Floor, New York,
New York 10021, attention of the General Counsel (or at such other address
in the Borough of Manhattan, The City of New York, as BP may designate by
written notice to the Company and the Trustee), and written notice of said
service to BP, mailed or delivered to it at its notice address specified in
Section 7 hereof, shall be deemed in every respect effective service of
process upon BP in any such suit, action or proceeding and shall be taken
and held to be valid personal service upon BP, whether or not BP 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 BP according to the




-8-









 












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 this Agreement shall
have been satisfied and discharged. BP 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 BP shall at all
times have an agent for service of process for the above purposes in the
Borough of Manhattan, The City of New York, New York, United States of
America.




	9.	 	APPLICABLE LAW






The construction, validity and performance of this Agreement shall be
governed by the laws of the State of New York.



-9-









 




IN WITNESS WHEREOF the undersigned authorized officers have executed this
Agreement the day and year first hereinbefore written:




	 	 	 	 	 
	for and on behalf of

	 	 )	 	 
	THE BRITISH PETROLEUM

	 	 )
	 	/s/ D.A.G. Simon
	COMPANY p.l.c.

	 	 )	 	 






	 	 	 	 	 
	for and on behalf of

	 	 )
	 	/s/ G.N. Nelson
	BP EXPLORATION (ALASKA) INC.

	 	 )	 	 






	 	 	 	 	 
	for and on behalf of

	 	 )	 	 
	THE BP PRUDHOE BAY ROYALTY TRUST

	 	 )
	 	/s/ W.N. Gitlin
	by THE BANK OF NEW YORK, as Trustee

	 	 )	 	 






	 	 	 	 	 
	for and on behalf of

	 	 )
	 	/s/ [Signature illegible]
	THE STANDARD OIL COMPANY

	 	 )