NOTICE OF GUARANTEED DELIVERY
to Tender
Outstanding 73/4% Senior Notes due 2012
of
PLAINS ALL AMERICAN PIPELINE, L.P.
PAA FINANCE CORP.
Pursuant to the Exchange Offer and Prospectus
dated __________, 2002
As set forth in the Prospectus, dated __________, 2002 (as the same may be
amended or supplemented from time to time, the "Prospectus") of Plains All
American Pipeline, L.P. and PAA Finance Corp. (the "Issuers") under the caption
"Exchange Offer-- Guaranteed Delivery Procedures" and in the Letter of
Transmittal to Tender 73/4% Senior Notes due 2012 of the Issuers, this form or
one substantially equivalent hereto must be used to accept the Exchange Offer
(as defined below) if: (i) certificates for outstanding 73/4% Senior Notes due
2012 (the "Outstanding Notes") of the Issuers are not immediately available,
(ii) time will not permit all required documents to reach the Exchange Agent on
or prior to the Expiration Date (as defined below), or (iii) the procedures for
book-entry transfer cannot be completed on or prior to the Expiration Date.
This form may be delivered by facsimile transmission, by registered or
certified mail, by hand, or by overnight delivery service to the Exchange
Agent. See "Exchange Offer -- Procedures for Tendering" in the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON __________, 2002 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY THE ISSUERS.
The Exchange Agent for the Exchange Offer is:
Wachovia Bank, National Association
By Overnight Courier and
By Mail: By Hand Delivery: By Facsimile:
Wachovia Bank, Wachovia Bank, (704) 590-7628
National Association National Association (For Eligible
Customer Information Customer Information Institutions Only)
Center Center Confirm By Telephone:
Corporate Trust Corporate Trust (704) 590-7409
Operations - NC1153 Operations - NC1153
1525 West W. T. Harris 1525 West W. T. Harris
Blvd. - 3C3 Blvd. - 3C3
Charlotte, North Carolina Charlotte, North Carolina
28288 28262-1153
Attention: Tiffany Attention: Tiffany
Williams Williams
(registered or certified
mail recommended)
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission of instructions via a facsimile transmission to a number
other than as set forth above will not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers, upon the terms and conditions
set forth in the Prospectus and in the Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
principal amount of Outstanding Notes set forth below pursuant to the
guaranteed delivery procedures described in the Prospectus and in the Letter of
Transmittal.
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 P.M., New York City time, on ____________, 2002, unless extended
by the Issuers.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed
Delivery shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
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Certificate Number(s) (if Aggregate Principal Amount Principal Amount
known) of Outstanding Represented by Tendered
Notes or Account Number Outstanding Notes
at the Book-Entry
Facility
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Total: Total:
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PLEASE SIGN AND COMPLETE
Signature(s): _________________________ Name(s): _________________________________________________________
Address: ______________________________ Capacity (full title), if signing
in a representative capacity: ____________________________________
(Zip Code) ____________________________ --------------------------------
Area Code and Telephone Number: Number: Taxpayer Identification or Social Security
- ------------------------------------- Number: __________________________________________________________
Dated: ________________________________
THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED
GUARANTEE
(Not to be used for signature guarantees)
The undersigned, being a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office in the United States,
hereby guarantees (a) that the above named person(s) "own(s)" the Outstanding
Notes tendered hereby within the meaning of Rule 14e-4 ("Rule 14e-4") under the
Securities Exchange Act of 1934, as amended, (b) that such tender of such
Outstanding Notes complies with Rule 14e-4, and (c) to deliver to the Exchange
Agent the certificates representing the Outstanding Notes tendered hereby or
confirmation of book-entry transfer of such Outstanding Notes into the Exchange
Agent's account at The Depository Trust Company, in proper form for transfer,
together with the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees and any
other required documents, within three New York Stock Exchange trading days
after the Expiration Date.
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
Area Code and Telephone No.: __________________________________________________
Authorized Signature: _________________________________________________________
Name: _________________________________________________________________________
Title: ________________________________________________________________________
Dated: ________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES OF OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES OF OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A LETTER OF
TRANSMITTAL.