EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

AMONG

PLAINS ALL AMERICAN PIPELINE, L.P.,

PAA FINANCE CORP.,

THE GUARANTORS

AND

THE INITIAL PURCHASERS

Dated as of December 10, 2003

PLAINS ALL AMERICAN PIPELINE, L.P.
PAA FINANCE CORP.

5 ⁵/₈% Senior Notes due 2013

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

December 10, 2003

UBS SECURITIES LLC

FLEET SECURITIES, INC.

BANC OF AMERICA SECURITIES LLC

BANC ONE CAPITAL MARKETS, INC.

CITIGROUP GLOBAL MARKETS INC.

FORTIS INVESTMENT SERVICES LLC

WACHOVIA CAPITAL MARKETS, LLC

BNP PARIBAS SECURITIES CORP.

SCOTIA CAPITAL (USA) INC.

U.S. BANCORP PIPER JAFFRAY INC.

WELLS FARGO BROKERAGE SERVICES, LLC

c/o UBS SECURITIES LLC

677 Washington Blvd.

Stamford, Connecticut 06901

Ladies and Gentlemen:

Plains All American Pipeline, L.P., a Delaware limited partnership (the Partnership), PAA Finance Corp., a Delaware corporation (PAA Finance, and together with the Partnership, the Issuers) and the Guarantors listed on Schedule 1 hereto (the Guarantors), propose to issue and sell to the initial purchasers listed on Schedule 2 hereto (the Initial Purchasers), upon the terms set forth in a purchase agreement dated December 3, 2003 (the Purchase Agreement), $250,000,000 principal amount of 5 ⁵/₈% Senior Notes due 2013 (the Securities) relating to the initial placement of the Securities (the Initial Placement).  To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers and the Guarantors agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a Holder and, together, the Holders), as follows:

1.                                       Definitions.  Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following capitalized defined terms shall have the following meanings:

Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Affiliate of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person.  For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms controlling and controlled shall have meanings correlative to the foregoing.

Broker-Dealer shall mean any broker or dealer registered as such under the Exchange Act.

Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

Commission shall mean the Securities and Exchange Commission.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Offer Registration Period shall mean the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

Exchange Offer Registration Statement shall mean a registration statement of the Issuers and the Guarantors on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Exchanging Dealer shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that  it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Issuers and the Guarantors or any Affiliate of the Issuers and the Guarantors) for New Securities.

Final Memorandum shall have the meaning set forth in the Purchase Agreement.

Guarantors shall have the meaning set forth in the preamble hereto and shall also include any Guarantors successor.

Holder shall have the meaning set forth in the preamble hereto.

Indenture shall mean the Indenture relating to the Securities and the New Securities, dated as of September 25, 2002, among the Issuers and Wachovia Bank, National Association, as trustee, as amended by the Second Supplemental Indenture, dated as of

2

December 10, 2003, among the Issuers, the Guarantors and the Trustee, as the same may be amended from time to time in accordance with the terms thereof.

Initial Placement shall have the meaning set forth in the preamble hereto.

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