AGREEMENTS, REPRESENTATIONS, WARRANTIES, INDEMNITIES AND OTHER
STATEMENTS OF THE PLAINS PARTIES OR THEIR RESPECTIVE OFFICERS AND OF THE INITIAL
PURCHASERS SET FORTH IN OR MADE PURSUANT TO THIS AGREEMENT WILL REMAIN IN FULL
FORCE AND EFFECT, REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF THE
INITIAL PURCHASERS OR THE PLAINS PARTIES OR ANY OF THE OFFICERS, DIRECTORS OR
CONTROLLING PERSONS REFERRED TO IN SECTION 8 HEREOF, AND WILL SURVIVE DELIVERY
OF AND PAYMENT FOR THE SECURITIES. THE PROVISIONS OF SECTIONS 7 AND 8 HEREOF
SHALL SURVIVE THE TERMINATION OR CANCELLATION OF THIS AGREEMENT.
12.
NOTICES. ALL COMMUNICATIONS HEREUNDER WILL
BE IN WRITING AND EFFECTIVE ONLY ON RECEIPT, AND, IF SENT TO THE INITIAL
PURCHASERS, WILL BE MAILED, DELIVERED OR TELEFAXED TO CITIGROUP GLOBAL MARKETS
INC. GENERAL COUNSEL (FAX NO.: (212) 816-7912) AND CONFIRMED TO THE GENERAL
COUNSEL AT CITIGROUP GLOBAL MARKETS INC., 388 GREENWICH STREET, NEW YORK, NEW
YORK 10013, ATTENTION: GENERAL COUNSEL; OR, IF SENT TO ANY OF THE PLAINS
PARTIES, WILL BE MAILED, DELIVERED OR TELEFAXED TO THE ISSUERS AT 333 CLAY,
SUITE 1600, HOUSTON, TX 77002, FAX NO.: (713) 646-4313 AND CONFIRMED TO IT AT
(713) 646-4100, ATTN: TIM MOORE.
13.
SUCCESSORS. THIS AGREEMENT WILL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND THE OFFICERS AND DIRECTORS AND CONTROLLING PERSONS REFERRED TO IN
SECTION 8 HEREOF, AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5(H) HEREOF, NO
OTHER PERSON WILL HAVE ANY RIGHT OR OBLIGATION HEREUNDER.
14.
INTEGRATION. THIS AGREEMENT SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS (WHETHER WRITTEN OR ORAL) BETWEEN THE PLAINS
PARTIES AND THE INITIAL PURCHASERS, OR ANY OF THEM, WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
15.
APPLICABLE LAW; COUNTERPARTS. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF
NEW YORK. THIS AGREEMENT MAY BE SIGNED IN VARIOUS COUNTERPARTS WHICH TOGETHER
CONSTITUTE ONE AND THE SAME INSTRUMENT. IF SIGNED IN COUNTERPARTS, THIS
AGREEMENT SHALL NOT BECOME EFFECTIVE UNLESS AT LEAST ONE COUNTERPART HEREOF
SHALL HAVE EXECUTED AND DELIVERED ON BEHALF OF EACH PARTY HERETO.
16.
HEADINGS. THE SECTION HEADINGS USED HEREIN
ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION HEREOF.
17.
EFFECTIVE DATE OF AGREEMENT. THIS AGREEMENT
SHALL BECOME EFFECTIVE UPON THE EXECUTION AND DELIVERY HEREOF BY THE PARTIES
HERETO.
18.
NO FIDUCIARY DUTY. THE PLAINS PARTIES HEREBY
ACKNOWLEDGE THAT (A) THE PURCHASE AND SALE OF THE SECURITIES PURSUANT TO THIS
AGREEMENT IS AN ARM'S-LENGTH COMMERCIAL TRANSACTION BETWEEN THE PLAINS PARTIES,
ON THE ONE HAND, AND THE INITIAL PURCHASERS AND ANY AFFILIATE THROUGH WHICH IT
MAY BE ACTING, ON THE OTHER, (B) THE INITIAL PURCHASERS ARE ACTING AS PRINCIPAL
AND NOT AS AN AGENT OR FIDUCIARY OF THE PLAINS PARTIES AND (C) THE PLAINS
PARTIES' ENGAGEMENT OF THE INITIAL PURCHASERS IN CONNECTION WITH THE OFFERING
AND THE PROCESS LEADING UP TO THE OFFERING IS AS INDEPENDENT CONTRACTORS AND NOT