INTERNAL ACCOUNTING CONTROLS SUFFICIENT
TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION; (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN
ACCOUNTABILITY FOR ASSETS; (III) ACCESS TO ASSETS IS PERMITTED ONLY IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION; AND (IV) THE
RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
(LL)
THE PARTNERSHIP AND, TO THE KNOWLEDGE OF
THE PLAINS PARTIES, THE DIRECTORS AND OFFICERS OF GP LLC IN THEIR CAPACITIES AS
SUCH, ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE AND
EFFECTIVE PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002 AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
Any certificate signed by any officer of the Plains Parties and delivered to the
Initial Purchasers or counsel for the Initial Purchasers in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Plains Parties, as to matters covered thereby, to the Initial Purchasers.
2.
PURCHASE AND SALE. SUBJECT TO THE TERMS
AND CONDITIONS AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES HEREIN
SET FORTH, THE ISSUERS AGREE TO SELL TO EACH INITIAL
13
PURCHASER, AND EACH INITIAL PURCHASER SEVERALLY AGREES TO PURCHASE FROM THE
ISSUERS, AT A PURCHASE PRICE OF 98.944% OF THE PRINCIPAL AMOUNT THEREOF, THE
SECURITIES.
3.
DELIVERY AND PAYMENT. DELIVERY OF AND
PAYMENT FOR THE SECURITIES SHALL BE MADE AT 10:00 A.M., NEW YORK CITY TIME, ON
MAY 12, 2006, OR AT SUCH TIME ON SUCH LATER DATE (NOT LATER THAN MAY 19, 2006,)
AS THE INITIAL PURCHASERS SHALL DESIGNATE, WHICH DATE AND TIME MAY BE POSTPONED
BY AGREEMENT BETWEEN THE INITIAL PURCHASERS AND THE ISSUERS (SUCH DATE AND TIME
OF DELIVERY AND PAYMENT FOR THE SECURITIES BEING HEREIN CALLED THE "CLOSING
DATE"). DELIVERY OF THE SECURITIES SHALL BE MADE TO THE INITIAL PURCHASERS
AGAINST PAYMENT BY THE INITIAL PURCHASERS OF THE PURCHASE PRICE THEREOF TO OR
UPON THE ORDER OF THE ISSUERS BY WIRE TRANSFER PAYABLE IN SAME-DAY FUNDS TO THE
ACCOUNT SPECIFIED BY THE ISSUERS. DELIVERY OF THE SECURITIES SHALL BE MADE
THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY UNLESS THE INITIAL
PURCHASERS SHALL OTHERWISE INSTRUCT.
4.
OFFERING BY INITIAL PURCHASERS. EACH
INITIAL PURCHASER REPRESENTS AND WARRANTS TO AND AGREES WITH THE ISSUERS THAT:
(A)
IT HAS NOT OFFERED OR SOLD, AND WILL NOT
OFFER OR SELL, ANY SECURITIES EXCEPT (I) TO THOSE IT REASONABLY BELIEVES TO BE
QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE ACT) AND THAT,
IN CONNECTION WITH EACH SUCH SALE, IT HAS TAKEN OR WILL TAKE REASONABLE STEPS TO
ENSURE THAT THE PURCHASER OF SUCH SECURITIES IS AWARE THAT SUCH SALE IS BEING
MADE IN RELIANCE ON RULE 144A OR (II) IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN EXHIBIT B HERETO.
(B)
NEITHER IT NOR ANY PERSON ACTING ON ITS
BEHALF HAS MADE