0001104659-05-046603 Sample Contracts

PLAINS ALL AMERICAN PIPELINE, L.P. 4,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2005 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York

Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell an aggregate of 4,500,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”) to the several underwriters named in Schedule I hereto (the “Underwriters”), upon the terms and conditions set forth in Section 2 hereof. The Partnership also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, an option to purchase up to an additional 675,000 Common Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively called the “Units.”

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