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 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
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.
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
/s/ David G. Sampson By /s/ W.N. Gitlin
- ---------------------------- -------------------------
David G. Sampson Walter N. Gitlin
Assistant Vice President Assistant Vice President
The Bank of New York, Trustee
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 ___ day of _____________, 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
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
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
<FN>
* "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 (ii) 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 Net Profits Royalty
Interest")(as said terms are defined in the Overriding Royalty Conveyance.