TEXT-S&P on Plains All American Pipeline

(The following statement was released by the rating agency)

April 18 - Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Plains All American Pipeline L.P.'s (PAA.N: Quote, Profile, Research) $350 million of senior unsecured
notes due 2018. Proceeds from the note offering will be used to fund a portion
of the C$660 million acquisition of the Rainbow Pipe Line Co., announced
earlier this month, and for general corporate purposes.

"The stable outlook on Plains reflects the expectation that it will
remain acquisitive but that acquisitions will complement existing operations,"
said Standard & Poor's credit analyst David Lundberg, "and will be funded such
that debt to EBITDA does not materially exceed 4x." We also expect the
company's crude oil marketing activities to remain confined largely to matched
positions.

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ratings, research, and risk analysis, at www.ratingsdirect.com. All ratings
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(New York Ratings Team)