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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/01/07 BP Prudhoe Bay Royalty Trust 10-K 12/31/06 7:899K Bowne BCL/FA |
Document/Exhibit Description Pages Size 1: 10-K Bp Prudhoe Bay 10-K HTML 306K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 240K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 131K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 59K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 34K 6: EX-31 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 7: EX-32 Certification per Sarbanes-Oxley Act (Section 906) HTML 9K
EX-4.4 |
AMONG
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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
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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”). |
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. |
1. | DEFINITIONS | |
In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: |
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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 |
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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 |
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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. |
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7. | NOTICES |
BP -
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THE BRITISH PETROLEUM COMPANY p.l.c. | |
Britannic House, Moor Lane | ||
London EC2Y 9BU, England | ||
Attention: Secretary | ||
BP EXPLORATION (ALASKA) INC. | ||
c/o BP AMERICA INC. | ||
200 Public Square | ||
Cleveland, Ohio 44114 | ||
Attention: Treasurer | ||
SOC -
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The Standard Oil Company | |
c/o BP America Inc. | ||
200 Public Square | ||
Cleveland, Ohio 44114 | ||
Attention: Treasurer | ||
the Trustee -
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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 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 |
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9. | APPLICABLE LAW |
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for and on behalf of
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) | |||
THE BRITISH PETROLEUM
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) | /s/ D.A.G. Simon | ||
COMPANY p.l.c.
|
) |
for and on behalf of
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) | /s/ G.N. Nelson | ||
BP EXPLORATION (ALASKA) INC.
|
) |
for and on behalf of
|
) | |||
THE BP PRUDHOE BAY ROYALTY TRUST
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) | /s/ W.N. Gitlin | ||
by THE BANK OF NEW YORK, as Trustee
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) |
for and on behalf of
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) | /s/ [Signature illegible] | ||
THE STANDARD OIL COMPANY
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) |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 BP Prudhoe Bay Royalty Trust 10-K 12/31/23 5:791K Donnelley … Solutions/FA 3/16/23 BP Prudhoe Bay Royalty Trust 10-K 12/31/22 4:833K Donnelley … Solutions/FA 3/15/22 BP Prudhoe Bay Royalty Trust 10-K 12/31/21 4:817K Donnelley … Solutions/FA 3/16/21 BP Prudhoe Bay Royalty Trust 10-K 12/31/20 4:826K Donnelley … Solutions/FA 11/09/20 BP Prudhoe Bay Royalty Trust 10-Q 9/30/20 3:198K Donnelley … Solutions/FA 8/10/20 BP Prudhoe Bay Royalty Trust 10-Q 6/30/20 3:191K Donnelley … Solutions/FA |