EXHIBIT 4.4
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 Xxxxxxxxx Xxxxx, Xxxx Xxxx, Xxxxxx XX0X
0XX Xxxxxxx,
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. Xxxxx
Xxxxxxxxxx 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 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
Xxxxx'x 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.
"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 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
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 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 their respective payment obligations
under and pursuant to the Royalty Interests or the Royalty Trust
Agreement or the Conveyance.
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.
Xxxxxxxxx Xxxxx, Xxxx Xxxx
Xxxxxx XX0X 0XX, Xxxxxxx
Attention: Secretary
the Company - BP EXPLORATION (ALASKA) INC.
c/o BP AMERICA INC.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Treasurer
SOC - The Standard Oil Company
c/o BP America Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Treasurer
the Trustee - The Bank of New York
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust
Trustee Administration
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, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx
Xxxxxx 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 000
Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 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, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx
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.
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/ X.X.X. Xxxxx
COMPANY p.l.c. )
for and on behalf of ) /s/ X.X. Xxxxxx
BP EXPLORATION (ALASKA) INC. )
for and on behalf of )
THE BP PRUDHOE BAY ROYALTY TRUST ) /s/ W.N. Xxxxxx
by THE BANK OF NEW YORK, as Trustee)
for and on behalf of ) /s/ [Signature illegible]
THE STANDARD OIL COMPANY )
