8,365,862 Units PERMIAN BASIN ROYALTY TRUST Units of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2006 • Permian Basin Royalty Trust • Oil royalty traders • New York
ConocoPhillips, a Delaware corporation (“ConocoPhillips”), together with its indirect, wholly owned subsidiary Burlington Resources Oil & Gas Company LP, a Delaware limited partnership (“BROG”, and together with ConocoPhillips, the “Selling Unitholder Parties”), propose to sell an aggregate of 8,365,862 units (the “Firm Units”) of beneficial interest (the “Units”) of PERMIAN BASIN ROYALTY TRUST, a trust formed under the laws of the State of Texas (the “Trust”). In addition, the Selling Unitholder Parties propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an additional 1,254,879 Units on the terms set forth in Section 3 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Offered Units.” This is to confirm the agreement concerning the purchase of the Offered Units from the Selling Unitholder Parties by the Underwriters.
