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Press release from Business Wire

Plains All American Pipeline To Acquire Crude Oil Rail Terminals from U.S. Development Group

<p class='bwalignc'> <i><b>Assets Complement Existing Businesses & Expand Nationwide Rail Network</b></i> </p> <p class='bwalignc'> </p>

Wednesday, December 05, 2012

Plains All American Pipeline To Acquire Crude Oil Rail Terminals from U.S. Development Group07:00 EST Wednesday, December 05, 2012 HOUSTON (Business Wire) -- Plains All American Pipeline, L.P. (NYSE: PAA), announced today that it has agreed to acquire four operating crude oil rail terminals, one terminal under development and various contractual arrangements from U.S. Development Group (USD) for approximately $500 million. The transaction received early termination of the required waiting period under the Hart-Scott-Rodino Act and is expected to close before the end of this year. The assets to be acquired include three crude oil rail loading terminals located in the Eagle Ford, Bakken and Niobrara producing regions with an aggregate daily loading capacity of approximately 85,000 barrels per day, a rail unloading terminal at St. James, Louisiana with capacity of approximately 140,000 barrels per day and a project to construct a crude oil unloading terminal near Bakersfield, California. “These assets represent a very attractive addition to our existing North American rail activities, substantially improving our scale, scope, and flexibility,” said Greg L. Armstrong, Chairman and CEO of PAA. “Given recent and projected increases in North American crude oil production and volumetric and quality imbalances expected to occur in certain regions over the next several years, we believe that strategically located rail loading and unloading assets will continue to play an important role in the transportation of crude oil in North America.” The Partnership stated that following the acquisition and taking into account projects currently under development, PAA's North American crude oil rail business platform will include five loading terminals and three unloading terminals. Crude oil loading capacity is expected to total approximately 250,000 barrels per day, with five facilities located in or near key producing areas extending from the US Rockies to South Texas. Unloading capacity is expected to total 335,000 barrels per day with terminals located on the East Coast, Gulf Coast and West Coast. The West Coast project will connect with PAA's West Coast pipeline and terminal network and will have access to refinery markets in both Northern and Southern California. PAA also owns an extensive network of rail facilities for natural gas liquids (NGLs) that extends throughout the U.S. and Canada and includes 18 active loading and/or unloading terminals. To support its current and planned activities for crude oil and NGL movements by rail, the Partnership expects to have approximately 6,700 railcars under lease by the end of 2013. Shortly after the announcement of closing the pending transaction, the Partnership intends to post to its website a presentation that contains additional information regarding PAA's network of crude oil and NGL rail assets. PAA owns a network of approximately 18,000 miles of liquids pipelines, 120 million barrels of liquids storage capacity and handles more than 3 million barrels of physical product on a daily basis. Plains All American Pipeline, L.P. is a publicly traded master limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil and refined products, as well as in the processing, transportation, fractionation, storage and marketing of natural gas liquids. Through its general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE:PNG), PAA owns and operates natural gas storage facilities. PAA is headquartered in Houston, Texas. Forward Looking Statements Except for the historical information contained herein, the matters discussed in this release are forward-looking statements that involve certain risks and uncertainties that could cause actual results or outcomes to differ materially from results or outcomes anticipated in the forward-looking statements. These risks and uncertainties include, among other things, various factors that could frustrate or delay our ability to consummate the transaction; various factors that could adversely impact our ability to complete ongoing or planned expansion projects relating to the assets to be acquired or relating to PAA's existing assets or projects, including among other things, shortages, cost increases or delays in receipt of supplies, materials or labor; inability to obtain, delays in the receipt of, or other issues associated with necessary licenses, permits, approvals, consents, rights of way or other governmental or third party requirements; weather interference with business operations or project construction; environmental liabilities, issues or events that result in construction delays or otherwise impact targeted in-service dates; the successful integration and future performance of the acquired assets or businesses; the availability of adequate third-party production volumes for transportation and marketing in the areas in which we operate and other factors that could cause declines in crude oil volumes transported by rail, such as declines in production from existing oil and gas reserves or failure to develop additional oil and gas reserves; fluctuations in refinery capacity in areas served by our rail facilities and other factors affecting demand for various grades of crude oil and resulting changes in pricing conditions or transportation requirements; our ability to obtain debt or equity financing on satisfactory terms to fund our expansion and development projects; the impact of current and future laws, rulings, governmental regulations, accounting standards and statements and related interpretations; the effects of competition; interruptions in service on third-party pipelines; general economic, market or business conditions and the amplification of other risks caused by volatile financial markets, capital constraints and liquidity concerns; and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil as discussed in the Partnership's filings with the Securities and Exchange Commission. Plains All American Pipeline, L.P.Investors:Roy I. Lamoreaux, 713/646-4222 ? 800/564-3036Director, Investor RelationsorMedia:Brad Leone, 713/646-4196Manager, Communications