0001279569-09-000138 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 2nd, 2009 • Penn West Energy Trust • Crude petroleum & natural gas • Alberta

In addition, such counsel shall state that they have participated in the preparation of the Base Prospectus, the Prospectus Supplement and the U.S. Final Prospectus and in conferences and telephone conversations with officers and other representatives of the Trust and Penn West, the Underwriters, their representatives and their Canadian and U.S. counsel and the independent auditors for the Trust during which the contents of the Base Prospectus, the Prospectus Supplement and the U.S. Final Prospectus and related matters were discussed and, although the limitations inherent in the independent verification of factual matters and the role of outside counsel are such that such counsel has not undertaken to verify independently, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Base Prospectus, the Prospectus Supplement or the U.S. Final Prospectus, including the documents incorporated by reference therein, except for those r

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