1070423--3/1/2007--PLAINS_ALL_AMERICAN_PIPELINE

related topics

{tax, income, asset}

{gas, price, oil}

{debt, indebtedness, cash}

{acquisition, growth, future}

{investment, property, distribution}

{stock, price, operating}

{operation, international, foreign}

{operation, natural, condition}

{condition, economic, financial}

{loss, insurance, financial}

{stock, price, share}

{financial, litigation, operation}

Loss of credit rating or the ability to receive open credit could negatively affect our ability to use the counter-cyclical aspects of our asset base or to capitalize on a volatile market. We may not be able to fully implement or capitalize upon planned growth projects. The level of our profitability is dependent upon an adequate supply of crude oil from fields located offshore and onshore California. A shut-in of this production due to economic limitations or a significant event could adversely affect our profitability. In addition, these offshore fields have experienced substantial production declines since 1995. Our profitability depends on the volume of crude oil, refined product and LPG shipped, purchased and gathered. Fluctuations in demand can negatively affect our operating results. If we do not make acquisitions on economically acceptable terms our future growth may be limited. Our acquisition strategy requires access to new capital. Tightened capital markets or other factors that increase our cost of capital could impair our ability to grow through acquisitions. Our acquisition strategy involves risks that may adversely affect our business. Our pipeline assets are subject to federal, state and provincial regulation. Rate regulation or a successful challenge to the rates we charge on our domestic interstate pipeline system may reduce the amount of cash we generate. Some of our operations cross the U.S./Canada border and are subject to cross border regulation. We face competition in our transportation, facilities and marketing activities. We are exposed to the credit risk of our customers in the ordinary course of our marketing activities. We may in the future encounter increased costs related to, and lack of availability of, insurance. Marine transportation of crude oil and refined product has inherent operating risks. Maritime claimants could arrest the vessels carrying our cargoes. We are dependent on use of a third-party marine dock for delivery of waterborne crude oil into our storage and distribution facilities in the Los Angeles basin. The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. Changes in currency exchange rates could adversely affect our operating results. Terrorist attacks aimed at our facilities could adversely affect our business. An impairment of goodwill could reduce our earnings. Our natural gas storage facilities are new and have limited operating history. We have a limited history of operating natural gas storage facilities and transporting, storing and marketing refined products. Federal, state or local regulatory measures could adversely affect our natural gas storage business. Our gas storage business depends on third party pipelines to transport natural gas. We may not be able to retain existing natural gas storage customers or acquire new customers, which would reduce our revenues and limit our future profitability. Joint venture structures can create operational difficulties. Risks Inherent in an Investment in Plains All American Pipeline, L.P. Cost reimbursements due to our general partner may be substantial and will reduce our cash available for distribution to unitholders. Cash distributions are not guaranteed and may fluctuate with our performance and the establishment of financial reserves. Unitholders may not be able to remove our general partner even if they wish to do so. We may issue additional common units without unitholder approval, which would dilute a unitholder s existing ownership interests. Our general partner has a limited call right that may require unitholders to sell their units at an undesirable time or price. Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business. Conflicts of interest could arise among our general partner and us or the unitholders. The control of our general partner may be transferred to a third party without unitholder consent. A change of control may result in defaults under certain of our debt instruments and the triggering of payment obligations under compensation arrangements. Risks Related to an Investment in Our Debt Securities The right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and will be effectively subordinated to our existing and future secured indebtedness as well as to any existing and future indebtedness of our subsidiaries that do not guarantee the notes. Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities. A court may use fraudulent conveyance considerations to avoid or subordinate the subsidiary guarantees. The ability to transfer our debt securities may be limited by the absence of a trading market. We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets. We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt securities or to repay them at maturity. Tax Risks to Common Unitholders Our tax treatment depends on our status as a partnership for U.S. and Canadian federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation or if we become subject to a material amount of entity-level taxation for state tax purposes, it would substantially reduce the amount of cash available to pay distributions and our debt obligations. Proposed changes in Canadian tax law could subject our Canadian subsidiaries to entity-level tax, which would reduce the amount of cash available to pay distributions and our debt obligations. The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in our termination as a partnership for federal income tax purposes. If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution or debt service. Our unitholders may be required to pay taxes even if they do not receive any cash distributions from us. Tax gain or loss on disposition of common units could be different than expected. Tax-exempt entities and foreign persons face unique tax issues from owning our common units that may result in adverse tax consequences to them.

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1070423--3/1/2007--PLAINS_ALL_AMERICAN_PIPELINE_LP