EXHIBIT 4.4[COMPOSITE COPY]SUPPORT AGREEMENTAMONGTHE BRITISH PETROLEUM COMPANY p.l.c.ANDBP EXPLORATION (ALASKA) INC.THE STANDARD OIL COMPANYANDBP PRUDHOE BAY ROYALTY TRUST
 

 
THIS SUPPORT AGREEMENT made as of February 28, 1989   AMONG THE BRITISH PETROLEUM COMPANY p.l.c. (“BP”), an English companywhose principal office is at Britannic House, Moor Lane, London EC2Y9BU England,     BP EXPLORATION (ALASKA) INC., a Delaware corporation having itsprincipal office in Anchorage, Alaska (the “Company”),     THE STANDARD OIL COMPANY, an Ohio corporation having its principaloffice 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”).WHEREAS1. 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 TrustUnits representing units of beneficial interest in the Trust; and 3. In order to induce the initial purchasers of Trust Units to purchase suchTrust Units and in order to induce The Bank of New York and F. JamesHutchinson to act as trustees under the Royalty Trust Agreement, BP shallprovide financial support to the Company and SOC in meeting theirrespective payment obligations under the Initial Royalty Interest, anyAdditional Royalty Interests, the Royalty Trust Agreement and theConveyance 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 RoyaltyInterest to the Trust and the above-mentioned financial support of BP andSOC, shall issue 21,400,000 Trust Units in connection with theestablishment of the Trust pursuant to the Royalty Trust Agreement andaccept the benefits of the financial support and guarantee which BP hasagreed 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 followingterms shall have the following meanings:“Conveyance” means, collectively, the Overriding
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Royalty Conveyance dated February 27, 1989 between the Company and SOCconveying the Initial Royalty Interest to SOC, the Trust Conveyancedated the date hereof between SOC and the Trust conveying the InitialRoyalty Interest to the Trust and any Additional Conveyance (asdefined in the Royalty Trust Agreement).“Equivalent Financial Standing” means a Person having a ratingassigned to outstanding unsecured, unsupported long term debt fromMoody’s Investors Service of at least A3 or from Standard & Poor’sCorporation of at least A- or an equivalent rating from at least onenationally-recognized statistical rating organization (after givingeffect to the sale or transfer to such Person of all or substantialall of the Company’s working interest in the PBU a the assumption bysuch Person of all of the Company’s obligations under the Conveyanceand 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, estateor other entity, organization or association.
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“Royalty Interests” means the Initial Royalty Interest and anyAdditional Royalty Interests (in each case as defined in the RoyaltyTrust Agreement) conveyed to the Trust pursuant to the InitialConveyance or any Additional Conveyance (in each case as defined inthe Royalty Trust Agreement.)2. SCOPE OF UNDERTAKING (a) Subject to the terms hereof BP shall, within 30 days of notice to BPpursuant to Article XI of the Royalty Trust Agreement, (i) cause theCompany to perform its payment obligations under the Royalty Interestspursuant to the Conveyance and (ii) cause the Company and SOC to satisfytheir respective payment obligations to the Trustee, Transfer Agent andRegistrar and their respective payment obligation to the Trust under theRoyalty Trust Agreement (including without limitation, the obligation tomake payments as indemnification), including, in each case, withoutlimitation, contributing to the Company or SOC or causing to be contributedto the Company or SOC by an affiliate of BP such funds as are necessary tomake such payments. BP’s obligations under the foregoing undertaking areunconditional. (b) For purposes of BP’s obligations under this Support Agreement, noassignment, sale, transfer, conveyance, mortgage or pledge or otherdisposition of the Royalty
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Interests shall relieve (i) the Company of its obligations under theRoyalty Trust Agreement or the Conveyance, (ii) SOC of its obligationsunder the Royalty Trust Agreement or (iii) BP of its obligations under thisSupport Agreement.3. DURATION   This Agreement shall be deemed to have come into full force and effect onthe date first above written and shall continue thereafter until theearlier of (a) the termination of the Royalty Interests and all obligationsof the Company under the Conveyance and of the Company and SOC under theRoyalty Trust Agreement or (b) all or substantially all of the Company’sworking interest in the PBU is sold or transferred to a transferee ofEquivalent Financial Standing in accordance with the provisions of Section5(d) hereof. 4. SUPPORT TO BE PROVIDED BY BP   Pursuant to BP’s undertaking described in Section 2 hereof BP shall makeavailable to the Company and SOC, and the Company and SOC shall receivesuch financial support as the Company, SOC or the Trustee may from time totime request from BP in writing. 5. ASSIGNMENT AND DELEGATION (a) Neither BP nor the Company nor SOC shall transfer or assign its rights orobligations under this Agreement without the prior written consent of the
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 Trust. (b) Notwithstanding (a) above BP shall however be free to arrange for itsobligations hereunder to be performed by any affiliate of BP (with theexception of the Company) provided that BP shall remain responsible forensuring that such obligations are performed in a timely manner. (c) The Company may sell or transfer all or part of its working interest in thePBU, although such a transfer will not relieve BP of its responsibility toensure that the Company’s payment obligations with respect to the RoyaltyInterests and under the Royalty Trust Agreement and the Conveyance areperformed. (d) BP shall be released from its obligation under the Agreement upon the saleor transfer of all or substantially all of the Company’s working interestin the PBU, if the transferee is of Equivalent Financial Standing andunconditionally agrees to assume and be bound by BP’s obligation under thisAgreement in a writing in form and substance reasonably satisfactory to theTrustee. 6. ENFORCEABILITY*   This Agreement may be enforced by the Trustee, for the benefit of theTrust, or for its own benefit or for the benefit of the Transfer Agent orRegistrar at any time when the Company or SOC has failed to pay amounts duethe Trust or * Section 6 is as amended by a letter agreement dated May 8, 1989 among theTrustee, BP, SOC and the Company.
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the Trustee, individually, or as Trustee, or the Transfer Agent orRegistrar, as described in the Royalty Trust Agreement, or has otherwisefailed to perform its respective payment obligations under and pursuant tothe Royalty Interests or the Royalty Trust Agreement or the Conveyance.Notwithstanding any other provision of this Agreement or the Royalty TrustAgreement, the holder of any Trust Units shall have the right, which isunconditional, to institute suit against BP for the enforcement of BP’sobligation under Section 2 of this Agreement to cause the Company toperform its payment obligations under the Royalty Interests pursuant to theConveyance.BP agrees that upon the filing of any such suit to which the Trustee is notalready a party BP will give notice to the Trustee of the fact of suchfiling as soon as reasonably practicable.7. NOTICESAny communications by a party to another shall be sufficiently made ifsent by post (by airmail where airmail is possible), postage paid, or bytelegraph, telex or facsimile to the address hereinafter specified andshall be deemed to have been made when received.Unless otherwise specified by not fewer than 15 days’ notice in writingto the party in question, the address to which communications shall besent 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
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8. SUBMISSION TO JURISDICTION   BP agrees that any legal suit, action or proceeding arising out of or basedupon this Agreement may be instituted in any state or Federal Court in theBorough of Manhattan, The City of New York, New York, United States ofAmerica, and waives, to the extent it may effectively do so, any objectionwhich it may have now or hereafter to the laying of the venue of any suchsuit, action or proceeding, and irrevocably submits to the jurisdiction ofany such court in any such suit, action or proceeding. BP has designatedand appointed BP America Inc. (or any successor corporation) as BP’sauthorized agent to accept and acknowledge on its behalf in any such suit,action or proceeding in any such court and agrees that service of processupon 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 addressin the Borough of Manhattan, The City of New York, as BP may designate bywritten notice to the Company and the Trustee), and written notice of saidservice to BP, mailed or delivered to it at its notice address specified inSection 7 hereof, shall be deemed in every respect effective service ofprocess upon BP in any such suit, action or proceeding and shall be takenand held to be valid personal service upon BP, whether or not BP shall thenbe doing, or at any time shall have done, business within the State of NewYork, and any such service of process shall be of the same force andvalidity as if service were made upon BP according to the
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laws governing the validity and requirements of such service in such State,and waives all claim of error by reason of any such service. Saiddesignation and appointment shall be irrevocable until this Agreement shallhave been satisfied and discharged. BP agrees to take all action as may benecessary to continue the designation and appointment of BP America Inc. orany successor corporation in full force and effect so that BP shall at alltimes have an agent for service of process for the above purposes in theBorough of Manhattan, The City of New York, New York, United States ofAmerica.9. APPLICABLE LAWThe construction, validity and performance of this Agreement shall begoverned by the laws of the State of New York.
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IN WITNESS WHEREOF the undersigned authorized officers have executed thisAgreement the day and year first hereinbefore written:     for and on behalf of  )  THE BRITISH PETROLEUM  ) /s/ D.A.G. SimonCOMPANY p.l.c.  )       for and on behalf of  ) /s/ G.N. NelsonBP EXPLORATION (ALASKA) INC.  )       for and on behalf of  )  THE BP PRUDHOE BAY ROYALTY TRUST  ) /s/ W.N. Gitlinby THE BANK OF NEW YORK, as Trustee  )       for and on behalf of  ) /s/ [Signature illegible]THE STANDARD OIL COMPANY  )