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As filed with the Securities and Exchange Commission on November 15, 2002

                                                    March 17, 2004
Registration No. 333-            ================================================================================

                      
SECURITIES AND EXCHANGE COMMISSION
                            Washington,
WASHINGTON, D.C. 20549

                               -----------------

                                   
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

                               -----------------

                      
PLAINS ALL AMERICAN PIPELINE, L.P.
PAA FINANCE CORP./* /
            (exact
(exact name of registrant as specified in its charter)
Delaware                     4610                    76-0669671
        
Delaware                     4610                    76-0582150

     (State
(State or Other (Primary Standard
     Jurisdiction of              Industrial
    
Incorporation or Organization)		4610
4610
(Primary Standard Industrial
Classification Code (I.R.S.Number)		76-0669671
76-0582150
(I.R.S. Employer
      Organization)                 Number)              
Identification No.)

333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



Tim Moore
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


                                                Tim Moore
              333 Clay Street, Suite     333 Clay Street, Suite
                       1600                       1600
               Houston, Texas 77002       Houston, Texas 77002
                  (713) 646-4100             (713) 646-4100
              (Address, Including Zip   (Name, Address, Including
                       Code,                    Zip Code,
               and Telephone Number,      and Telephone Number,
               Including Area Code,             Including
             of Registrant's Principal   Area Code, of Agent for
                Executive Offices)              Service)

                               -----------------

                                   
Copy to:
David P. Oelman
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
713-758-2222

                               -----------------


Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

                               -----------------
        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_]o
        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [_]o
        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

                        o
CALCULATION OF REGISTRATION FEE

================================================================================


- --------------------------------------------------------------------------------------
                                            Proposed        Proposed
                                            Maximum          Maximum       Amount of
  Title of Each Class of    Amount to be Offering Price     Aggregate     Registration
Securities to be Registered  Registered   Per Note (1)  Offering Price(1)     Fee
- --------------------------------------------------------------------------------------

73/4% Senior Notes due 2012 $200,000,000      100%        $200,000,000      $18,400
- --------------------------------------------------------------------------------------
Guarantees (2).............


================================================================================


Title of Each Class of Securities to be Registered
 Amount to be Registered
 Proposed Maximum Offering Price Per Note(1)
 Proposed Maximum Aggregate Offering Price(1)
 Amount of Registration Fee
55/8% Senior Notes due 2013 $250,000,000 100% $250,000,000 $31,675
Guarantees (2)        
(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2)
No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(a) under the Securities Act of 1933.

*
Includes certain subsidiaries of Plains All American Pipeline, L.P. identified on the following pages.

                            Plains Marketing, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  76-0684572
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S.

Plains Marketing, L.P.
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		76-0684572
(I.R.S. Employer
                   Organization)         Identification Number)

                          All American Pipeline, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                       Texas                   76-0587185
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                           Plains Marketing GP Inc.
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  76-0684572
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                          Plains Marketing Canada LLC
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  76-0653735
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                         Plains Marketing Canada, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                      Canada                    892946211
                  (State or Other
                  Jurisdiction of
                 Incorporation or
                   Organization)              (GST Number)

                           PMC (Nova Scotia) Company
            (Exact Name of Registrant As Specified In Its Charter)

                    Nova Scotia                 894798610
                  (State or Other
                  Jurisdiction of
                 Incorporation or
                   Organization)              (GST Number)

                             Basin Holdings GP LLC
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  13-4204744
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                         Basin Pipeline Holdings, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  13-4204757
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                            Rancho Holdings GP LLC
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  13-4204734
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                        Rancho Pipeline Holdings, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                     Delaware                  13-4204750
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization) Identification Number)

Plains Pipeline, L.P.
(Exact Name of Registrant As Specified In Its Charter)
Texas
(State or Other Jurisdiction of
Incorporation or Organization)		76-0587185
(I.R.S. Employer Identification Number)

Plains Marketing GP Inc.
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		76-0684572
(I.R.S. Employer Identification Number)

Plains Marketing Canada LLC
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		76-0653735
(I.R.S. Employer Identification Number)

Plains Marketing Canada, L.P.
(Exact Name of Registrant As Specified In Its Charter)
Canada
(State or Other Jurisdiction of
Incorporation or Organization)		892946211
(GST Number)

PMC (Nova Scotia) Company
(Exact Name of Registrant As Specified In Its Charter)
Nova Scotia
(State or Other Jurisdiction of
Incorporation or Organization)		894798610
(GST Number)

Basin Holdings GP LLC
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		13-4204744
(I.R.S. Employer Identification Number)

Basin Pipeline Holdings, L.P.
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		13-4204757
(I.R.S. Employer Identification Number)

Rancho Holdings GP LLC
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		13-4204734
(I.R.S. Employer Identification Number)

Rancho Pipeline Holdings, L.P.
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		13-4204750
(I.R.S. Employer Identification Number)
        Each Registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

================================================================================


Prospectus
Plains All American Pipeline, L.P.
PAA Finance Corp.
Offer to Exchange up to
                 $200,000,000
$250,000,000 of 7 3/4%55/8% Senior Notes due 2012

                                      2013
for

                 $200,000,000
$250,000,000 of 7 3/4%55/8% Senior Notes due 2012
          2013
that have been Registered under the Securities Act of 1933
•    We are offering to exchange up to $250,000,000 of our outstanding 55/8% Senior Notes due 2013 for new notes with substantially identical terms that have been registered under the Securities Act and are freely tradable.

•    We will exchange for an equal principal amount of new notes all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires.		•    The exchange offer expires at 5:00 p.m., New York City time, on            , 2004, unless extended. We do not currently intend to extend the exchange offer.

•    Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer.

•    The exchange of outstanding notes for new notes will not be a taxable event for U.S. federal income tax purposes.
Maturity
•    The notes will mature on December 15, 2013.


Interest
•    Interest on the notes is payable on June 15 and December 15 of each year, beginning June 15, 2004.

•    Interest will accrue from December 10, 2003.


Redemption
•    We may redeem the notes, in whole or in part, at any time at a price equal to 100% of the		        principal amount of the notes to be redeemed plus a make-whole premium described in this prospectus, plus accrued and unpaid interest, if any, to the redemption date.


Ranking
•    The notes are unsecured. The notes rank equally in right of payment with all of our other existing and future senior unsecured debt and senior in right of payment to all of our future subordinated debt.
Please read "Risk Factors" on page 6 for a discussion of factors you should consider before participating in the exchange offer.

                               -----------------

   
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

                               -----------------
        Each broker-dealer that receives the new notes for its own account pursuant to this exchange offer must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker dealer in connection with resales of the new notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this prospectus available for a period of one year from the expiration date of this exchange offer to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

                               -----------------

               
The date of this prospectus is NovemberMarch            , 2002.

2004.
        This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus, or the documents incorporated by reference into this prospectus, is accurate as of any date other than the date on the front cover of this prospectus or the date of such document, as the case may be.

                               -----------------

                               

TABLE OF CONTENTS
Prospectus Summary.............................  Summary1
Risk Factors...................................  Factors6
Exchange Offer................................. 12
              RatiosOffer13
Ratio of Earnings to Fixed Charges............ 23
              Charges21
Use of Proceeds................................ 23
              Proceeds21
Description of the New Notes................... 24Notes22
U.S. Federal Income Tax Considerations.............. 63
              Considerations35
Plan of Distribution........................... 64
              Distribution36
Legal Matters.................................. 65
              Experts........................................ 65
              Matters37
Experts37
Where You Can Find More Information............ 65
              Information37
Incorporation of Certain Documents by Reference 66
37
Forward-Looking Statements38


                               -----------------

                                      
i

                              PROSPECTUS SUMMARY

   

Prospectus Summary
This summary may not contain all the information that may be important to you. You should read this entire prospectus and the documents we have incorporated into this prospectus by reference before making an investment decision. You should carefully consider the information set forth under "Risk Factors." In addition, certain statements include forward-looking information which involves risks and uncertainties. Please read "Forward-Looking Statements." References to the "notes" in this prospectus include both the outstanding notes and the new notes.
Plains All American Pipeline, L.P.
        We are a publicly traded Delaware limited partnership engaged in interstate and intrastate marketing,crude oil transportation, and terminalling of crude oil gathering, marketing, terminalling and storage, as well as the marketing and storage of liquefied petroleum gas or LPG.and other petroleum products. We haverefer to liquefied petroleum gas and other petroleum products collectively as "LPG." We own an extensive network in the United States and Canada of pipeline transportation, terminalling, storage and gathering assets in key oil producing basins and at major market hubs. Several members of our existing management team founded this midstream crude oil business in 1992 and we completed our initial public offering in 1998. Our operations are concentratedconducted primarily in Texas, California, Oklahoma, andCalifornia, Louisiana and in the Canadian provinces of Alberta and Saskatchewan.
        Our executive offices are located at 333 Clay Street, Suite 1600, Houston, Texas 77002 and our telephone number is (713) 646-4100.

The Exchange Offer
On September 25, 2002,December 10, 2003, we completed a private offering of the outstanding notes. We entered into a registration rights agreement with the initial purchaser in the private offering in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to complete the exchange offer within 210 days after the date we issued the outstanding notes.

Exchange Offer..............  We are offering to exchange new notes for
                              outstanding notes.

Expiration Date.............  The exchange offer will expire at 5:00 p.m. New
                              York City time, on           , 2002, unless we
                              decide to extend it.

Condition to the Exchange
  Offer.....................  
Exchange OfferWe are offering to exchange new notes for outstanding notes.
Expiration DateThe exchange offer will expire at 5:00 p.m. New York City time, on            , 2004, unless we decide to extend it.
Condition to the Exchange OfferThe registration rights agreement does not require us to accept outstanding notes for
                              exchange if the exchange offer or the making of
                              any exchange by a holder of the outstanding notes
                              would violate any applicable law or
                              interpretation of the staff of the SEC. A minimum
                              aggregate principal amount of outstanding notes
                              being tendered is not a condition to the exchange
                              offer.

Procedures for Tendering
  Outstanding Notes.........  To participate in the exchange offer, you must
                              complete, sign and date the letter of
                              transmittal, or a facsimile of the letter of
                              transmittal, and transmit it together with all
                              other documents required by the letter of
                              transmittal, including the outstanding notes that
                              you wish to exchange, to Wachovia Bank, National
                              Association, as exchange agent, at the address
                              indicated on the cover page of the letter of
                              transmittal. In the alternative, you can tender
                              your outstanding notes for exchange if the exchange offer or the making of any exchange by a holder of the outstanding notes would violate any applicable law or interpretation of the staff of the SEC. A minimum aggregate principal amount of outstanding notes being tendered is not a condition to the exchange offer.
Procedures for Tendering Outstanding NotesTo participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call "DTC," for tendering notes held in book-entry form. These procedures, which we call "ATOP," require that the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an "agent's message" that is transmitted through DTC's automated tender offer program and that DTC confirm that:
•DTC has received your instructions to exchange your notes, and

1

                              by following the procedures for book-entry
                              transfer described in this prospectus.

                              If your outstanding notes are held through The
                              Depository Trust Company and you wish to
                              participate in the exchange offer, you may do so
                              through the automated tender offer program of The
                              Depository Trust Company. If you tender under
                              this program, you will agree to be bound by the
                              letter of transmittal that we are providing with
                              this prospectus as though you had signed the
                              letter of transmittal.

                              If a broker, dealer, commercial bank, trust
                              company or other nominee is the registered holder
                              of your outstanding notes, we urge you to contact
                              that person promptly to tender your outstanding
                              notes in the exchange offer.

                              For more information on tendering your
                              outstanding notes, please refer to the sections
                              in this prospectus entitled "Exchange
                              Offer--Terms of the Exchange Offer,"
                              "--Procedures for Tendering" and "--Book-Entry
                              Transfer."

Guaranteed Delivery
  Procedures................  If you wish to tender your outstanding notes and
                              you cannot get your required documents to the
                              exchange agent on time, you may tender your
                              outstanding notes according to the guaranteed
                              delivery procedures described in "Exchange
                              Offer--Guaranteed Delivery Procedures."

Withdrawal of Tenders.......  You may withdraw your tender of outstanding notes
                              at any time prior to the expiration date. To
                              withdraw, you must have delivered a written or
                              facsimile transmission notice of withdrawal to
                              the exchange agent at its address indicated on
                              the cover page of the letter of transmittal
                              before 5:00 p.m. New York City time on the
                              expiration date of the exchange offer.

Acceptance of Outstanding
  Notes and Delivery of New
  Notes.....................  If you fulfill all conditions required for proper
                              acceptance of outstanding notes, we will accept
                              any and all outstanding notes that you properly
                              tender in the exchange offer on or before 5:00
                              p.m. New York City time on the expiration date.
                              We will return any outstanding note that we do
                              not accept for exchange to you without expense as
                              promptly as practicable after the expiration
                              date. We will deliver the new notes as promptly
                              as practicable after the expiration date and
                              acceptance of the outstanding notes for exchange.
                              Please refer to the section in this prospectus
                              entitled "Exchange Offer--Terms of the Exchange
                              Offer."

Fees and Expenses...........  We will bear all expenses related to the exchange
                              offer. Please refer to the section in this
                              prospectus entitled "Exchange Offer--Fees and
                              Expenses."

Use of Proceeds.............  
•you agree to be bound by the terms of the letter of transmittal.
For more information on tendering your outstanding notes, please refer to the sections in this prospectus entitled "Exchange Offer—Terms of the Exchange Offer" and "—Procedures for Tendering."
Guaranteed Delivery ProceduresNone.
Withdrawal of TendersYou may withdraw your tender of outstanding notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m. New York City time on the expiration date of the exchange offer. Please read "Exchange Offer—Withdrawal of Tenders."
Acceptance of Outstanding Notes and Delivery of New NotesIf you fulfill all conditions required for proper acceptance of outstanding notes, we will accept any and all outstanding notes that you properly tender in the exchange offer on or before 5:00 p.m. New York City time on the expiration date. We will return to you, without expense as promptly as practicable after the expiration date, any outstanding note that we do not accept for exchange. We will deliver the new notes as promptly as practicable after the expiration date and acceptance of the outstanding notes for exchange. Please refer to the section in this prospectus entitled "Exchange Offer—Terms of the Exchange Offer."
Fees and ExpensesWe will bear all expenses related to the exchange offer. Please refer to the section in this prospectus entitled "Exchange Offer—Fees and Expenses."
Use of ProceedsThe issuance of the new notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement.
Consequences of Failure to Exchange Outstanding NotesIf you do not exchange your outstanding notes in this exchange offer, you will no longer be able to require us to register the outstanding notes under the Securities Act except in the limited circumstances provided under our registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the outstanding notes unless we have registered the outstanding notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.
U.S. Federal Income Tax ConsiderationsThe exchange of new notes for outstanding notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. Please read "U.S. Federal Income Tax Considerations."
2

Consequences of Failure to
  Exchange Outstanding Notes  If you do not exchange your outstanding notes in
                              this exchange offer, you will no longer be able
                              to require us to register the outstanding notes
                              under the Securities Act except in the limited
                              circumstances provided under our registration
                              rights agreement. In addition, you will not be
                              able to resell, offer to resell or otherwise
                              transfer the outstanding notes unless we have
                              registered the outstanding notes under the
                              Securities Act, or unless you resell, offer to
                              resell or otherwise transfer them under an
                              exemption from the registration requirements of,
                              or in a transaction not subject to, the
                              Securities Act.

U.S. Federal Income Tax
  Considerations............  The exchange of new notes for outstanding notes
                              in the exchange offer should not be a taxable
                              event for U.S. federal income tax purposes.
                              Please read "Federal Income Tax Considerations."

Exchange Agent..............  We have appointed Wachovia Bank, National
                              Association as exchange agent for the exchange
                              offer. You should direct questions and requests
                              for assistance, requests for additional copies of
                              this prospectus or the letter of transmittal and
                              requests for the notice of guaranteed delivery to
                              the exchange agent addressed as follows: Wachovia
                              Bank, National Association, Customer Information
                              Center, Corporate Trust Operations--NC1153, 1525
                              West W. T. Harris Blvd. 3C3, Charlotte, North
                              Carolina 28288. Eligible institutions may make
                              requests by facsimile at (704) 590-7628.

                                      
Exchange AgentWe have appointed Wachovia Bank, National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows: Wachovia Bank, National Association, Customer Information Center, Corporate Trust Operations—NC1153, 1525 West W. T. Harris Blvd. 3C3, Charlotte, North Carolina 28288. Eligible institutions may make requests by facsimile at (704) 590-7628.
3

Terms of the New Notes
The new notes will be identical to the outstanding notes except that the new notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest and will contain different administrative terms. The new notes will evidence the same debt as the outstanding notes, and the same indenture will govern the new notes and the outstanding notes.
The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this prospectus entitled "Description of the New Notes."

Issuers.....................  Plains All American Pipeline, L.P. and PAA
                              Finance Corp.

                              PAA Finance Corp., a Delaware corporation, is an
                              indirect wholly owned subsidiary of Plains All
                              American Pipeline that has been organized for the
                              sole purpose of co-issuing the notes. PAA Finance
                              Corp. will not have any operations of any kind
                              and will not have any revenue other than as may
                              be incidental to its activities as a co-issuer of
                              the notes.

Notes Offered...............  $200,000,000 in aggregate principal amount of
                              7 3/4% senior notes due 2012.

Maturity Date...............  October 15, 2012.

Interest Payment Dates......  We will pay interest on the notes on April 15 and
                              October 15 of each year, beginning April 15, 2003.

Optional Redemption.........  We may redeem the notes, in whole or in part, at
                              any time at a price equal to 100% of the
                              principal amount of the notes to be redeemed plus
                              a make-whole premium described in the
                              "Description of the New Notes--Optional
                              Redemption" section of this prospectus, plus
                              accrued and unpaid interest, if any, to the
                              redemption date.

Change of Control...........  If a change of control occurs, as described under
                              "Description of the New Notes--Repurchase at the
                              Option of Holders--Change of Control," each
                              holder of notes will have the right to require us
                              to purchase its notes at 101% of the principal
                              amount, plus accrued and unpaid interest and
                              additional interest, if any, to the date of
                              repurchase.

Guarantees..................  Initially, all payments with respect to the notes
                              (including principal and interest) are fully and
                              unconditionally guaranteed, jointly and
                              severally, by substantially all of our existing
                              subsidiaries. In the future our restricted
                              subsidiaries that incur certain indebtedness or
                              that guarantee other indebtedness of ours or
                              another restricted subsidiary must also guarantee
                              the notes. The guarantees are also subject to
                              release in certain circumstances. The guarantees
                              are general unsecured obligations of the
                              subsidiary guarantors and rank equally with the
                              existing and future senior unsecured indebtedness
                              of the subsidiary guarantors.

                                      
IssuersPlains All American Pipeline, L.P. and PAA Finance Corp.
PAA Finance Corp., a Delaware corporation, is an indirect wholly owned subsidiary of Plains All American Pipeline that has been organized for the sole purpose of co-issuing the notes. PAA Finance Corp. will not have any operations of any kind and will not have any revenue other than as may be incidental to its activities as a co-issuer of the notes.
Notes Offered$250,000,000 in aggregate principal amount of 55/8% senior notes due 2013.
Maturity DateDecember 15, 2013.
Interest Payment DatesWe will pay interest on the notes on June 15 and December 15 of each year, beginning June 15, 2004.
Optional RedemptionWe may redeem the notes, in whole or in part, at any time at a price equal to 100% of the principal amount of the notes to be redeemed plus a make-whole premium described in the "Description of the Notes—Optional Redemption" section of this prospectus, plus accrued and unpaid interest, if any, to the redemption date.
GuaranteesInitially, all payments with respect to the notes (including principal and interest) are fully and unconditionally guaranteed, jointly and severally, by substantially all of our existing subsidiaries. In the future our restricted subsidiaries that incur certain indebtedness or that guarantee other indebtedness of ours or another restricted subsidiary must also guarantee the notes. The guarantees are also subject to release in certain circumstances. The guarantees are general unsecured obligations of the subsidiary guarantors and rank equally with the existing and future senior unsecured indebtedness of the subsidiary guarantors.
RankingThe notes are general senior unsecured obligations of the issuers and rank equally with the existing and future senior unsecured indebtedness of the issuers.
Certain CovenantsThe indenture governing the notes contains covenants that limit our ability and our restricted subsidiaries' ability, with certain exceptions, to:
•incur liens on principal properties to secure debt;
•engage in sale-leaseback transactions; or
4

Ranking.....................  The new notes are unsecured. The new notes rank
                              equally in right of payment with all of our other
                              existing and future senior unsecured debt and
                              senior in right of payment to all of our future
                              subordinated debt.

Restrictive Covenants.......  The indenture governing the notes will contain
                              covenants that limit our ability and our
                              restricted subsidiaries' ability to, among other
                              things:

                             .   incur additional indebtedness;

                             .   make investments and other restricted payments;

                             .   create restrictions on the payment of
                                 dividends or other amounts to us from our
                                 restricted subsidiaries;

                             .   incur liens;

                             .   engage in transactions with affiliates;

                             .   sell assets; and

                             .   consolidate, merge or transfer assets.

                              Each covenant contains a number of important
                              exceptions and qualifications that are described
                              in the "Description of the New Notes" section of
                              this prospectus. Many of the covenants will
                              terminate if at least two of three specified
                              rating agencies assign the notes an investment
                              grade rating.

Transfer Restrictions;
  Absence of a Public Market
  for the Notes.............  The new notes generally will be freely
                              transferable, but will also be new securities for
                              which there will not initially be a market. There
                              can be no assurance as to the development or
                              liquidity of any market for the new notes.

                                      
•merge or consolidate with another entity or sell, lease or transfer substantially all of our properties or assets to another entity.
Transfer Restrictions; Absence of a Public Market for the NotesThe new notes generally will be freely transferable, but will also be new securities for which there will not initially be a market. There can be no assurance as to the development or liquidity of any market for the new notes.
5

                                 RISK FACTORS

   

Risk Factors
In addition to the other information set forth elsewhere or incorporated by reference in this prospectus, the following factors relating to our partnership and the exchange offer and the new notes should be considered carefully in deciding whether to participate in the exchange offer.
Risks Related to Our Business
The level of our profitability is dependent upon an adequate supply of crude oil from fields located offshore and onshore California. Production from these offshore fields has experienced substantial production declines since 1995.
        A significant portion of our grosssegment margin is derived from pipeline transportation margins associated with the Santa Ynez and Point Arguello fields located offshore California. We expect that there will continue to be natural production declines from each of these fields as the underlying reservoirs are depleted. A 5,000 barrel per day decline in volumes shipped from these fields would result in a decrease in annual pipeline tariff revenues of approximately $3.2$3.3 million. In addition, any production disruption from these fields due to production problems, transportation problems or other reasons would have a material adverse effect on our business.
Potential future acquisitions and expansions, if any, may affect our business by substantially increasing the level of our indebtedness and contingent liabilities and increasing our risks of being unable to effectively integrate these new operations.

   Making acquisitions is an integral component of our business strategy.
Accordingly, from
        From time to time, we evaluate and acquire assets and businesses that we believe complement our existing assets and businesses. The Shell
acquisition represents a significant acquisition for us and, as a result, we
may encounter difficulties integrating this acquisition with our existing
business and our other recent acquisitions and successfully managing the rapid
growth we expect to experience from these acquisitions. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. If we consummate any future acquisitions, our capitalization and results of operations may change significantly, and you will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of these funds and other resources.

   Our crude oil marketing business requires extensive credit risk management
that may not be adequate to protect against customer nonpayment.

   As a result of business failures, revelations of material misrepresentations
and related financial restatements by several large, well-known companies in
various industries over the past year, there have been significant disruptions
and extreme volatility in the financial markets and credit markets. Because of
the credit intensive nature of the energy industry and troubling disclosures by
several large, diversified energy companies, the energy industry has been
especially impacted by these developments, with the rating agencies downgrading
a number of large, energy related companies. Accordingly, in this environment
we are exposed to an increased level of direct and indirect counter-party
credit and performance risk. There can be no assurance that we have adequately
assessed the credit worthiness of our existing or future counter-parties or
that there will not be an unanticipated deterioration in their credit
worthiness, which could have an adverse impact on us.

   
The profitability of our pipeline operations depends on the volume of crude oil shipped by third parties.
        Third party shippers generally do not have long-term contractual commitments to ship crude oil on our pipelines. A decision by a shipper to substantially reduce or cease to ship volumes of crude oil on our pipelines could cause a significant decline in our revenues. For example, an average 25,00010,000 barrel per day variance in the Basin Pipeline System, the primary asset we acquired from
Shell, equivalent to an approximate 9%4% volume variance on that pipeline system, would result in an approximate $3.4$0.8 million change in annualized grosssegment margin.

                                      6



   In 1999, we suffered a large loss from unauthorized crude oil trading by a
former employee. A loss of this kind could occur again in the future in spite
of our best efforts to prevent it.

   Generally, it is our policy that as we purchase crude oil, we establish a
margin by selling crude oil for physical delivery to third party users, such as
independent refiners or major oil companies, or by entering into a future
delivery obligation under futures contracts on the NYMEX. Through these
transactions, we seek to maintain a position that is substantially balanced
between purchases, on the one hand, and sales or future delivery obligations,
on the other hand. Our policy is not to acquire and hold crude oil, futures
contracts or derivative products for the purpose of speculating on price
changes. We discovered in November 1999 that this policy was violated by one of
our former employees, which resulted in losses of approximately $174.0 million,
including estimated costs and legal expenses. In 2000, we recognized an
additional charge of approximately $7.0 million for litigation related to the
unauthorized trading losses. We have taken steps within our organization to
enhance our processes and procedures to prevent future unauthorized trading. We
cannot assure you, however, that these steps will detect and prevent all
violations of our trading policies and procedures, particularly if deception or
other intentional misconduct is involved.

   
The success of our business strategy to increase and optimize throughput on our pipeline and gathering assets is dependent upon our securing additional supplies of crude oil.
        Our operating results are dependent upon securing additional supplies of crude oil from increased production by oil companies and aggressive lease gathering efforts. The ability of producers to increase production is dependent on the prevailing market price of oil, the exploration and production budgets of the major and independent oil companies, the depletion rate of existing reservoirs, the success of new wells drilled, environmental concerns, regulatory initiatives and other matters beyond our control. There can be no assurance that production of crude oil will rise to sufficient levels to cause an increase in the throughput on our pipeline and gathering assets.
Our operations are dependent upon demand for crude oil by refiners in the Midwest and on the Gulf Coast. Any decrease in this demand could adversely affect our business.
        Demand also depends on the ability and willingness of shippers having access to our transportation assets to satisfy their demand by deliveries through those assets, and any decrease in this demand could adversely affect our business. Demand for crude oil is dependent upon the impact of future economic
6

conditions, fuel conservation measures, alternative fuel requirements, governmental regulation or technological advances in fuel economy and energy generation devices, all of which could reduce demand.
We face intense competition in our terminalling and storage activities and gathering and marketing activities.
        Our competitors include other crude oil pipelines, the major integrated oil companies, their marketing affiliates, and independent gatherers, brokers and marketers of widely varying sizes, financial resources and experience. Some of these competitors have capital resources many times greater than ours and control substantially greater supplies of crude oil. A $0.01 per barrel variance in the aggregate average segment margin would have an approximate $2.0 million annual effect on segment margin.
Newly acquired properties could expose us to environmental liabilities and increased regulatory compliance costs.
        Our business plan calls for a continuing acquisition program. Assets that we have acquired or may acquire in the future will likely have associated environmental liabilities, as well as required compliance with regulations such as the integrity maintenance program for regulated pipelines and the API 653 standard for regulated storage. Although we attempt to identify such exposures and address the associated costs through indemnities, purchase price adjustments or insurance, we may experience costs not covered by indemnity, insurance or reserves.
The profitability of our gathering and marketing activities depends primarily on the volumes of crude oil we purchase and gather.
        To maintain the volumes of crude oil we purchase, we must continue to contract for new supplies of crude oil to offset volumes lost because of natural declines in crude oil production from depleting wells or volumes lost to competitors. Replacement of lost volumes of crude oil is particularly difficult in an environment where production is low and competition to gather available production is intense. Generally, because producers experience inconveniences in switching crude oil purchasers, such as delays in receipt of proceeds while awaiting the preparation of new division orders, producers typically do not change purchasers on the basis of minor variations in price. Thus, we may experience difficulty acquiring crude oil at the wellhead in areas where there 7

are existing relationships between producers and other gatherers and purchasers of crude oil. We estimate that a 5,000 barrel per day decrease in barrels gathered by us would have an approximate $900,000$1.1 million per year negative impact on grosssegment margin. This impact is based on a reasonable margin throughout various market conditions. Actual margins vary based on the location of the crude oil, the strength or weakness of the market and the grade or quality of crude oil.
We are exposed to the credit risk of our customers in the ordinary course of our gathering and marketing activities.
        There can be no assurance that we have adequately assessed the credit worthiness of our existing or future counter-parties or that there will not be an unanticipated deterioration in their credit worthiness, which could have an adverse impact on us.
        In those cases where we provide division order services for crude oil purchased at the wellhead, we may be responsible for distribution of proceeds to all parties. In other cases, we pay all of or a portion of the production proceeds to an operator who distributes these proceeds to the various interest owners. These arrangements expose us to operator credit risk, and there can be no assurance that we will not experience losses in dealings with other parties.
7

In 1999, we suffered a large loss from unauthorized crude oil trading by a former employee. A loss of this kind could occur again in the future in spite of our best efforts to prevent it.
        Generally, it is our policy that as we purchase crude oil, we establish a margin by selling crude oil for physical delivery to third party users, such as independent refiners or major oil companies, or by entering into a future delivery obligation under futures contracts on the NYMEX and over-the-counter. Through these transactions, we seek to maintain a position that is substantially balanced between purchases, on the one hand, and sales or future delivery obligations, on the other hand. Our policy is not to acquire and hold crude oil, futures contracts or derivative products for the purpose of speculating on price changes. We discovered in November 1999 that this policy was violated by one of our former employees, which resulted in aggregate losses of approximately $181.0 million. We have taken steps within our organization to enhance our processes and procedures to detect future unauthorized trading. We cannot assure you, however, that these steps will detect and prevent all violations of our trading policies and procedures, particularly if deception or other intentional misconduct is involved.
Our operations are subject to federal and state environmental and safety laws and regulations relating to environmental protection and operational safety.
        Our pipeline, gathering, storage and terminalling facilities operations are subject to the risk of incurring substantial environmental and safety related costs and liabilities. These costs and liabilities could arise under increasingly strict environmental and safety laws, including regulations and enforcement policies, or claims for damages to property or persons resulting from our operations. If we were not able to recover such resulting costs through insurance or increased tariffs and revenues, our ability to pay
principalcash flows and interest on the notesresults of operations could be adversely affected.materially impacted.
        The transportation and storage of crude oil results in a risk that crude oil and other hydrocarbons may be suddenly or gradually released into the environment, potentially causing substantial expenditures for a response action, significant government penalties, liability to government agencies for natural resources damages, liability to private parties for personal injury or property damages, and significant business interruption.
Our Canadian pipeline assets are subject to federal and provincial regulation.
        Our Canadian pipeline assets are subject to regulation by the National Energy Board and by provincial agencies in Saskatchewan and Alberta.agencies. With respect to a pipeline over which it has jurisdiction, each of these agencies has the power to determine the rates we are allowed to charge for transportation on such pipeline. The extent to which regulatory agencies can override existing transportation contracts has not been fully decided.
Our pipeline systems are dependent upon their interconnections with other crude oil pipelines to reach end markets.
        Reduced throughput on these interconnecting pipelines as a result of testing, line repair, reduced operating pressures or other causes could result in reduced throughput on our pipeline systems that would adversely affect our profitability.
Fluctuations in demand can negatively affect our operating results.
        Fluctuations in demand for crude oil, such as caused by refinery downtime or shutdown, can have a negative effect on our operating results. Specifically, reduced demand in an area serviced by our transmission system will negatively affect the throughput on such systems. Although the negative impact may be mitigated or overcome by our ability to capture differentials created by demand fluctuations, this ability is dependent on location and grade of crude oil, and thus is unpredictable.
8

Cash distributions are not guaranteed and may fluctuate with our performance and the establishment of financial reserves.
        Because distributions on the common units are dependent on the amount of cash we generate, distributions may fluctuate based on our performance. The actual amount of cash that is available to be distributed each quarter will depend on numerous factors, some of which are beyond our control and the control of the general partner. Cash distributions are dependent primarily on cash flow, including cash flow from financial reserves and working capital borrowings, and not solely on profitability, which is affected by non-cash items. Therefore, cash distributions might be made during periods when we record losses and might not be made during periods when we record profits.
Changes in currency exchange rates and foreign currency restrictions and shortages could adversely affect our operating results.
        Because we conduct operations outside the U.S., we are exposed to currency fluctuations and exchange rate risks that may adversely affect our results of operations. In addition, legal restrictions or shortages in currencies outside the U.S. may prevent us from converting sufficient local currency to enable us to comply with our currency placement obligations not denominated in local currency or to meet our operating needs and debt service requirements.
Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to entity-level taxation by states. If the IRS treats us as a corporation or we become subject to entity-level taxation for state tax purposes, it would substantially reduce distributions to our unitholders and our ability to make payments on our debt securities.
        The after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes. If we were classified as a corporation for federal income tax purposes, we would pay federal income tax on our income at the corporate rate. Some or all of the distributions made to unitholders would be treated as dividend income, and no income, gains, losses or deductions would flow through to unitholders. Treatment of us as a corporation would materially and adversely affect our ability to make payments on our debt securities.
Additional taxes imposed at the foreign, state or local government level may decrease cash available to service the notes.
        Because of widespread state budget deficits, foreign, state and local governments are evaluating ways to subject partnerships to entity-level taxation through the implementation of income, franchise or other forms of taxation. We currently own property or conduct business in Canada and in most states in the United States. If any foreign, state or local government were to impose a tax upon us as an entity, our cash available to service the notes may be decreased.
Risks Related to the Exchange Offer and the Notes
If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.
        We will only issue new notes in exchange for outstanding notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of outstanding notes.

                                      8


        If you do not exchange your outstanding notes for new notes pursuant to the exchange offer, the outstanding notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register
9

outstanding notes under the Securities Act unless our registration rights agreement with the initial purchaser of the outstanding notes requires us to do so. Further, if you continue to hold any outstanding notes after the exchange offer is consummated, you may have trouble selling them because there will be fewer notes outstanding.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.

   Our
        We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the partnership interests and the equity in our subsidiaries. As a result, our ability to make required payments on the notes depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. Pursuant to the credit facilities, we may be required to establish cash reserves for the future payment of principal and interest on the amounts outstanding under the credit facilities. If we are unable to obtain the funds necessary to pay the principal amount at maturity of the notes, or to repurchase the notes upon the
occurrence of a change of control, we may be required to adopt one or more alternatives, such as a refinancing of the notes. We cannot assure you that we would be able to refinance the notes.
Your right to receive payments on the notes and the guarantees is unsecured and will be effectively subordinated to our existing and future secured indebtedness.indebtedness as well as to any existing and future indebtedness of our subsidiaries that do not guarantee the notes.
        The notes are effectively subordinated to claims of our secured creditors and the guarantees are effectively subordinated to the claims of our secured creditors as well as the secured creditors of our subsidiary guarantors. Although substantially all of our subsidiaries, other than PAA Finance Corp., the co-issuer of the notes, will initially guarantee the notes, in the future, under certain circumstances, the guarantees are subject to release and we may have subsidiaries that are not guarantors. In that case, the notes would be effectively subordinated to the claims of all creditors, including trade creditors and tort claimants, of our subsidiaries that are not guarantors. In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the notes.

   We have substantial
Our leverage that may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities.
        Our leverage is significant in relation to our partners' capital. AsAt December 31, 2003, as adjusted for the refinancing of September 30, 2002,our credit facilities, our total outstanding long-term debt including current
maturities, wasand short-term borrowings under our revolving credit facility totaled approximately $509.1$544.3 million. See "Capitalization." We will be prohibited from making cash distributions during an event of default under any of our indebtedness. Various limitations in our credit facilities may reduce our ability to incur additional debt, to engage in some transactions and to capitalize on business opportunities. Any subsequent refinancing of our current indebtedness or any new indebtedness could have similar or greater restrictions.
        Our leverage could have important consequences to investors in the notes. We will require substantial cash flow to meet our principal and interest obligations with respect to the notes and our other consolidated indebtedness. Our ability to make scheduled payments, to refinance our obligations with respect to our indebtedness or our ability to obtain additional financing in the future will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors. We believe that we will have sufficient cash flow from operations and available borrowings under our bank credit facility to service our indebtedness, although the principal amount of the notes will likely need to be refinanced at maturity in whole or in part. However, a significant downturn in the hydrocarbon industry or other 9

development adversely affecting
10

our cash flow could materially impair our ability to service our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to refinance all or a portion of our debt or sell assets. We cannot assure you that we would be able to refinance our existing indebtedness or sell assets on terms that are commercially reasonable.

   The instruments governing our debt contain restrictive covenants that may
prevent us from engaging in certain beneficial transactions. The agreements
governing our debt generally require us to comply with various affirmative and
negative covenants including the maintenance of certain financial ratios and
restrictions on incurring additional debt, entering into mergers,
consolidations and sales of assets, making investments and granting liens.
        Our leverage may adversely affect our ability to fund future working capital, capital expenditures and other general partnership requirements, future acquisition, construction or development activities, or to otherwise fully realize the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness or to comply with any restrictive terms of our indebtedness. Our leverage may also make our results of operations more susceptible to adverse economic and industry conditions by limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and may place us at a competitive disadvantage as compared to our competitors that have less debt.

   We may not be able to fund a change of control offer.

   In the event of a change of control, we will be required, subject to certain
conditions, to offer to purchase all outstanding notes at a price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest thereon to
the date of purchase. If a change of control were to occur today, we would not
have sufficient funds available to purchase all of the outstanding notes were
they to be tendered in response to an offer made as a result of a change of
control. We cannot assure you that we will have sufficient funds available or
that we will be permitted by our other debt instruments to fulfill these
obligations upon a change of control in the future. Furthermore, certain change
of control events would constitute an event of default under our current bank
credit facilities. See "Description of the New Notes--Repurchase at the Option
of Holders--Change of Control."

   
A court may use fraudulent conveyance considerations to avoid or subordinate the subsidiary guarantees.
        Various applicable fraudulent conveyance laws have been enacted for the protection of creditors. A court may use fraudulent conveyance laws to subordinate or avoid the subsidiary guarantees of the notes issued by any of our subsidiary guarantors. It is also possible that under certain circumstances a court could hold that the direct obligations of a subsidiary guaranteeing the notes could be superior to the obligations under that guarantee.
        A court could avoid or subordinate the guarantee of the notes by any of our subsidiaries in favor of that subsidiary's other debts or liabilities to the extent that the court determined either of the following were true at the time the subsidiary issued the guarantee:

  .   
    •
    that subsidiary incurred the guarantee with the intent to hinder, delay or defraud any of its present or future creditors or that subsidiary contemplated insolvency with a design to favor one or more creditors to the total or partial exclusion of others; or

  .   

    •
    that subsidiary did not receive fair consideration or reasonable equivalent value for issuing the guarantee and, at the time it issued the guarantee, that subsidiary:

     .   subsidiary;

    •
    was insolvent or rendered insolvent by reason of the issuance of the guarantee;

     .   

    •
    was engaged or about to engage in a business or transaction for which the remaining assets of that subsidiary constituted unreasonably small capital; or

     .   

    •
    intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured.

                                      10


        The measure of insolvency for purposes of the foregoing will vary depending upon the law of the relevant jurisdiction. Generally, however, an entity would be considered insolvent for purposes of the foregoing if the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets at a fair valuation, or if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and matured.
        Among other things, a legal challenge of a subsidiary's guarantee of the notes on fraudulent conveyance grounds may focus on the benefits, if any, realized by that subsidiary as a result of our issuance of the notes. To the extent a subsidiary's guarantee of the notes is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the note holders would cease to have any claim in respect of that guarantee.
11

Your ability to transfer the notes may be limited by the absence of a trading market.
        The notes will be new securities for which currently there is no trading market. We do not currently intend to apply for listing of the notes on any securities exchange or stock market. Although certain of the initial purchaser haspurchasers have informed us that itthey currently intendsintend to make a market in the notes, it isthey are not obligated to do so. In addition, the initial purchaserpurchasers may discontinue any such market makingmarket-making at any time without notice. The liquidity of any market for the notes will depend on the number of holders of those notes, the interest of securities dealers in making a market in those notes and other factors. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes. Historically, the market for noninvestment grade debt has
been subject to disruptions that have caused substantial volatility in the
prices of securities similar to the notes. We cannot assure you that the
market, if any, for the notes will be free from similar disruptions. Any such
disruption may adversely affect the note holders.

   
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to repay them at maturity.
        Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, 100% of our available cash to our unitholders of record and our general partner. Available cash is generally all of our cash receipts adjusted for cash distributions and net changes to reserves. Our general partner will determine the amount and timing of such distributions and has broad discretion to establish and make additions to our reserves or the reserves of our operating partnerships in amounts the general partner determines in its reasonable discretion to be necessary or appropriate:

  .   
    •
    to provide for the proper conduct of our business and the businesses of our operating partnerships (including reserves for future capital expenditures and for our anticipated future credit needs),

  .   

    •
    to provide funds for distributions to our unitholders and the general partner for any one or more of the next four calendar quarters, or

  .   

    •
    to comply with applicable law or any of our loan or other agreements.
        Although our payment obligations to our unitholders are subordinate to our payment obligations to you, the value of our units will decrease in direct correlation with decreases in the amount we distribute per unit. Accordingly, if we experience a liquidity problem in the future, we may not be able to issue equity to recapitalize.

                                      11



                                EXCHANGE OFFER


Recent Events
        On March 1, 2004, we consummated the acquisition of the Capwood and Capline Systems, as described in our Annual Report on Form 10-K for the year ended December 31, 2003.
12

Exchange Offer
Purpose and Effect of the Exchange Offer
        In connection with the issuance of the outstanding notes, we entered into a registration rights agreement. Under the registration rights agreement, we agreed to use our reasonable best efforts to:

  .   
    •
    within 60100 days after the original issuance of the outstanding notes on September 25, 2002,December 10, 2003, file a registration statement with the SEC with respect to a registered offer to exchange each outstanding note for a new note having terms substantially identical in all material respects to such note except that the new note will not contain terms with respect to transfer restrictions or penalty interest; and

  .   

    •
    cause the registration statement to be declared effective under the Securities Act within 180 days after the original issuance of the outstanding notes.

   We have further agreed tonotes;

    •
    promptly following the effectiveness of the registration statement, offer the new notes in exchange for surrender of the outstanding notes promptly following the effectiveness of the registration
statementnotes; and to 

    •
    keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the outstanding notes.

        We have fulfilled the agreements described in the first two preceding bullet points and are now offering eligible holders of the outstanding notes the opportunity to exchange their outstanding notes for new notes registered under the Securities Act. Holders are eligible if they are not prohibited by any law or policy of the SEC from participating in this exchange offer. The new notes will be substantially identical to the outstanding notes except that the new notes will not contain terms with respect to transfer restrictions, registration rights or additional interest.
        Under limited circumstances, we agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement for the resale of the outstanding notes. We also agreed to use our reasonable best efforts to keep the shelf registration statement effective for up to two years after its effective date. The circumstances include if:

  .   
    •
    a change in law or in applicable interpretations thereof ofby the staff of the SEC do not permit us to effect the exchange offer;

  .   

    •
    for any other reason the exchange offer is not consummated within 360 days from September 25, 2002,December 10, 2003, the date of the original issuance of the outstanding notes;

  .   

    •
    the initial purchaser notifies us following consummation of the exchange offer that outstanding notes held by it are not eligible to be exchanged for new notes in the exchange offer; or

  .   

    •
    any holder other than the initial purchaser is not eligible to participate in the exchange offer.
        We will pay additional cash interest on the applicable outstanding notes, subject to certain exceptions:

  .   
    •
    if the exchange offer registration statement is not filed with the SEC on or before the 60th100th day after the original issuance of the outstanding notes;

  .   

    •
    if the exchange offer registration statement is not declared effective by the SEC on or before the 180th day after the original issuance of the outstanding notes;

  .   

    •
    if the exchange offer is not consummated on or before the 210th day after September 25, 2002,December 10, 2003, the date of the original issuance of the outstanding notes;

                                      12



  .   
13
      •
      if obligated to file a shelf registration statement, we fail to file the shelf registration statement with the SEC on or prior to the 60th100th day after the date on which the obligation to file a shelf registration statement arises;

  .   

      •
      if obligated to file a shelf registration statement, the shelf registration statement is not declared effective on or prior to the 180th day after the date on which the obligation to file a shelf registration statement arises; or

  .   

      •
      after this registration statement or the shelf registration statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective (subject to certain exceptions) (each such event referred to in the preceding clauses being a "registration default");
    from and including the date on which any such registration default occurs to the date on which all registration defaults have been cured.
            The rate of the additional interest will be 0.25% per year for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.0% per year. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the outstanding notes and the new notes.
            Upon the filing or effectiveness of this registration statement, the consummation of the exchange offer, the filing or effectiveness of a shelf registration statement, or the effectiveness of a succeeding registration statement, as the case may be, the interest rate borne by the notes from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate. However, if after any such reduction in interest rate, a different event specified in the clauses above occurs, the interest rate may again be increased pursuant to the preceding provisions.
            To exchange your outstanding notes for transferable new notes in the exchange offer, you will be required to make the following representations:

  .   
      •
      any new notes will be acquired in the ordinary course of your business;

  .   

      •
      you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

  .   

      •
      you are not engaged in and do not intend to engage in the distribution of the new notes;

  .   

      •
      if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and

  .   

      •
      you are not our "affiliate," as defined in Rule 405 of the Securities Act.
            In addition, we may require you to provide information to be used in connection with the shelf registration statement to have your outstanding notes included in the shelf registration statement. A holder who sells outstanding notes under the shelf registration statement generally will be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers. Such a holder will also be subject to the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder, including indemnification obligations.
            The description of the registration rights agreement contained in this section is a summary only. For more information, you should review the provisions of the registration rights agreement that we filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

                                      13


    14
    Resale of New Notes
            Based on no action letters of the SEC staff issued to third parties, we believe that new notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

  .   
      •
      you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;

  .   

      •
      such new notes are acquired in the ordinary course of your business; and

  .   

      •
      you do not intend to participate in a distribution of the new notes.
            The SEC, however, has not considered the exchange offer for the new notes in the context of a no action letter, and the SEC may not make a similar determination as in the no action letters issued to these third parties.
            If you tender in the exchange offer with the intention of participating in any manner in a distribution of the new notes, you

  .   
      •
      cannot rely on such interpretations by the SEC staff; and

  .   

      •
      must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.
            Unless an exemption from registration is otherwise available, any security holder intending to distribute new notes should be covered by an effective registration statement under the Securities Act. The registration statement should contain the selling security holder's information required by Item 507 of Regulation S-K under the Securities Act.
            This prospectus may be used for an offer to resell, resale or other retransfer of new notes only as specifically described in this prospectus. Failure to comply with the registration and prospectus delivery requirements by a holder subject to these requirements could result in that holder incurring liability for which it is not indemnified by us. If you are a broker-dealer, you may participate in the exchange offer only if you acquired the outstanding notes as a result of market-making activities or other trading activities may
participate in the exchange offer.activities. Each broker-dealer that receives new notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the new notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of new notes.
    Terms of the Exchange Offer
            Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration date. We will issue new notes in principal amount equal to the principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only for new notes and only in integral multiples of $1,000.
            The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.
            As of the date of this prospectus, $200,000,000$250,000,000 in aggregate principal amount of the outstanding notes are outstanding. This prospectus and the letter
of transmittal areis being sent to DTC, the sole registered holder of the outstanding notes, and to all registered holderspersons that we can identify as beneficial owners of the outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

                                      14


    15

            We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Outstanding notes that the holders thereof do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These outstanding notes will be entitled to the rights and benefits such holders have under the indenture relating to the notes and the registration rights agreement.
            We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.
            If you tender outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled "--Fees"—Fees and Expenses" for more details regarding fees and expenses incurred in the exchange offer.
            We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.
    Expiration Date
            The exchange offer will expire at 5:00 p.m. New York City time on                        , 2002,2004, unless, in our sole discretion, we extend it.
    Extensions, Delays in Acceptance, Termination or Amendment
            We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.
            In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.
            If any of the conditions described below under "--Conditions"—Conditions to the Exchange Offer" have not been satisfied, we reserve the right, in our sole discretion

  .   discretion:
      •
      to delay accepting for exchange any outstanding notes,

  .   

      •
      to extend the exchange offer, or

  .   

      •
      to terminate the exchange offer,
    by giving oral or written notice of such delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.
            Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the outstanding notes. Depending upon the significance of the
    16

    amendment and the manner of disclosure to the

                                      15

 registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during such period.
    Conditions to the Exchange Offer
            We will not be required to accept for exchange, or exchange any new notes for, any outstanding notes if the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting outstanding notes for exchange in the event of such a potential violation.
            In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us the representations described under "--Purpose"—Purpose and Effect of the Exchange Offer," "--Procedures"—Procedures for Tendering" and "Plan of Distribution" and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the new notes under the Securities Act.
            We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable.
            These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.
            In addition, we will not accept for exchange any outstanding notes tendered, and will not issue new notes in exchange for any such outstanding notes, if at such time any stop order has been threatened or is in effect with respect to (1) the registration statement of which this prospectus constitutes a part or (2) the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.
    Procedures for Tendering

  How
            In order to Tender Generally

   Only a holder of outstanding notes may tender such outstanding notes in the
exchange offer. To tenderparticipate in the exchange offer, a holder must:

  .   complete, sign and date the letter of transmittal, or a facsimile of the
      letter of transmittal;

  .   have the signature on the letter of transmittal guaranteed if the letter
      of transmittal so requires; and

     .   mail or deliver such letter of transmittal or facsimileyou must properly tender your outstanding notes to the exchange agent prior to 5:00 p.m. New York City time on the expiration
         date; or

     .   comply with the automated tender offer program procedures of The
         Depository Trust Company, or DTC,as described below. In addition, either:

  .It is your responsibility to properly tender your notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.
            If you have any questions or need help in exchanging your notes, please call the exchange agent, must receive outstanding notes along with the letter
      of transmittal;

  .   the exchange agent must receive, prior to 5:00 p.m. New York City time on
      the expiration date, a timely confirmation of book-entry transfer of such
      outstanding notes into the exchange agent's account at DTC according to
      the procedure for book-entry transfer described below or a properly
      transmitted agent's message; or

  .   the holder must comply with the guaranteed delivery procedures described
      below.

                                      16



   To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittalwhose address and other required documents at its
address indicated on the cover page of the letter of transmittal. phone number are set forth in "Prospectus Summary—The exchange
agent must receive such documents prior to 5:00 p.m. New York City time on the
expiration date.

   The tender by a holder that is not withdrawn prior to 5:00 p.m. New York
City time on the expiration date will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.

   The method of delivery of outstanding notes, the letter of transmittal and
all other required documents to the exchange agent is at your election and
risk. Rather than mail these items, we recommend that you use an overnight or
hand delivery service. In all cases, you should allow sufficient time to assure
delivery to the exchange agent before 5:00 p.m. New York City time on the
expiration date.

   You should not send the letter of transmittal or outstanding notes to us.
You may request your brokers, dealers, commercial banks, trust companies or
other nominees to effect the above transactions for you.

  How to Tender if You Are a Beneficial Owner

   If you beneficially own outstanding notes that are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and you wish
to tender those notes, you should contact the registered holder promptly and
instruct it to tender on your behalf. If you are a beneficial owner and wish to
tender on your own behalf, you must, prior to completing and executing the
letter of transmittal and delivering your outstanding notes, either:

  .   make appropriate arrangements to register ownershipExchange Offer—Exchange Agent."
            All of the outstanding notes were issued in your name; or

  .   obtain a properly completed bond power from the registered holder of
      outstanding notes.

   The transfer of registered ownership, if permitted under the indenture for
the notes, may take considerable timebook-entry form, and may not be completed prior to the
expiration date.

  Signatures and Signature Guarantees

   You must have signatures on a letter of transmittal or a notice of
withdrawal (as described below) guaranteed by a member firm of a registered
national securities exchange orall of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act. In
addition, such entity must be a member of one of the recognized signature
guarantee programs identified in the letter of transmittal. Signature
guarantees are not required, however, if theoutstanding notes are tendered:

  .currently represented by a registered holder who has not completed the box entitled "Special
      Issuance Instructions" or "Special Delivery Instructions" on the letter
      of transmittal;

  .global certificates held for the account of a member firm of a registered national securities
      exchange or of the National Association of Securities Dealers, Inc., a
      commercial bank or trust company having an office or correspondence in
      the United States, or an eligible guarantor institution.

  When You Need Endorsements or Bond Powers

   If the letter of transmittal is signed by a person other than the registered
holder of any outstanding notes,DTC. We have confirmed with DTC that the outstanding notes mustmay be endorsed or
accompanied by a properly completed bond power. The bond power must be signed
bytendered using the registered holder as the registered holder's name appears on the
outstanding notes. A member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a

                                      17



commercial bank or trust company having an office or correspondent in the
United States, or an eligible guarantor institution must guarantee the
signature on the bond power.

   If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless waived by us,
they should also submit evidence satisfactory to us of their authority to
deliver the letter of transmittal.

  Tendering Through DTC's Automated Tender Offer Program ("ATOP") instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC have confirmed that any financial institution
that is a participant in DTC's systemparticipants may use DTC's automated tender offer
program to tender. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent,electronically transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer thetheir outstanding notes to the exchange agent in accordanceusing the ATOP procedures. In connection with its procedures for transfer.the transfer, DTC will then send an agent's message"agent's message" to the exchange agent. The term "agent's message" means aagent's message transmitted by DTC, received by
the exchange agent and forming part of the book-entry confirmation, to the
effect that:

  .will state that DTC has received an express acknowledgmentinstructions from athe participant in its
      automatedto tender offer program that is tendering outstanding notes and that are the subject of such book-entry confirmation;

  .   such participant has received and agrees to be bound by the terms of the letter of transmittal.
    17

            By using the ATOP procedures to exchange outstanding notes, you will not be required to deliver a letter of transmittal or, into the case of an agent's message relating to
      guaranteed delivery, that such participant has received and agrees toexchange agent. However, you will be bound by its terms just as if you had signed it.
            There is no procedure for guaranteed late delivery of the applicable notice of guaranteed delivery; and

  .   the agreement may be enforced against such participant.

  notes.
      Determinations Under the Exchange Offer
            We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.
      When We Will Issue New Notes
            In all cases, we will issue new notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

  .   outstanding notes or 
      •
      a timely book-entry confirmation of such outstanding notes into the exchange agent's account at DTC; and

  .   a properly completed and duly executed letter of transmittal and all
      other required documents or 

      •
      a properly transmitted agent's message.

                                      18



      Return of Outstanding Notes Not Accepted or Exchanged
            If we do not accept any tendered outstanding notes for exchange or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged outstanding notes will be returned without expense to their tendering holder. In the case of outstanding
notes tendered by book-entry transfer in the exchange agent's account at DTC
according to the procedures described below, suchSuch non-exchanged outstanding notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.
      Your Representations to Us
            By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

  .   
      •
      any new notes that you receive will be acquired in the ordinary course of your business;

  .   

      •
      you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

  .   

      •
      you are not engaged in and do not intend to engage in the distribution of the new notes;

  .   

      •
      if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other
    18
        trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and

  .   
      •
      you are not our "affiliate," as defined in Rule 405 of the Securities Act.

Book-Entry Transfer

   The exchange agent will establish an account with respect to the outstanding
notes at DTC for purposes of the exchange offer promptly after the date of this
prospectus. Any financial institution participating in DTC's system may make
book-entry delivery of outstanding notes by causing DTC to transfer such
outstanding notes into the exchange agent's account at DTC in accordance with
DTC's procedures for transfer. Holders of outstanding notes who are unable to
deliver confirmation of the book-entry tender of their outstanding notes into
the exchange agent's account at DTC or all other documents required by the
letter of transmittal to the exchange agent on or prior to 5:00 p.m. New York
City time on the expiration date must tender their outstanding notes according
to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

   If you wish to tender your outstanding notes but your outstanding notes are
not immediately available or you cannot deliver your outstanding notes, the
letter of transmittal or any other required documents to the exchange agent or
comply with the applicable procedures under DTC's automated tender offer
program prior to the expiration date, you may tender if:

  .   the tender is made through a member firm of a registered national
      securities exchange or of the National Association of Securities Dealers,
      Inc., a commercial bank or trust company having an office or
      correspondent in the United States, or an eligible guarantor institution,

  .   prior to the expiration date, the exchange agent receives from such
      member firm of a registered national securities exchange or of the
      National Association of Securities Dealers, Inc., commercial bank or
      trust company having an office or correspondent in the United States, or
      eligible guarantor institution either a properly completed and duly
      executed notice of guaranteed delivery by facsimile transmission, mail or
      hand delivery, or a properly transmitted agent's message and notice of
      guaranteed delivery, in either case:

     .   setting forth your name and address, the registered number(s) of your
         outstanding notes and the principal amount of outstanding notes
         tendered,

                                      19



     .   stating that the tender is being made thereby, and

     .   guaranteeing that, within three (3) New York Stock Exchange ("NYSE")
         trading days after the expiration date, the letter of transmittal or
         facsimile thereof, together with the outstanding notes or a book-entry
         confirmation, and any other documents required by the letter of
         transmittal will be deposited by the eligible guarantor institution
         with the exchange agent, and

     .   the exchange agent receives such properly completed and executed
         letter of transmittal or facsimile thereof, as well as all tendered
         outstanding notes in proper form for transfer or a book-entry
         confirmation, and all other documents required by the letter of
         transmittal, within three (3) NYSE trading days after the expiration
         date.

   Upon request to the exchange agent, a notice of guaranteed delivery will be
sent you if you wish to tender your outstanding notes according to the
guaranteed delivery procedures described above.


    Withdrawal of Tenders
            Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m. New York City time on the expiration date. For a withdrawal to be effective:

  .   the exchange agent must receive a written notice of withdrawal at the
      address indicated on the cover page of the letter of transmittal or

  .effective you must comply with the appropriate procedures of DTC's automated tender
      offer programATOP system. Any notice of withdrawal must:

  .   specify the name of the person who tendered the outstanding notes to be
      withdrawn, and

  .   identify the outstanding notes to be withdrawn, including the principal
      amount of such outstanding notes.

   If outstanding notes have been tendered under the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn outstanding notes and otherwise comply with the procedures of DTC.
            We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.
            Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the
holder. In the case of outstanding notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described
above, such outstanding notes will be credited to an account maintained with DTC for the outstanding notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn outstanding notes by following one of the procedures described under "--Procedures"—Procedures for Tendering" above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

                                      20


    Fees and Expenses
            We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.
            We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.
            We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

  .   
      •
      SEC registration fees;

  .   

      •
      fees and expenses of the exchange agent and trustee;

  .   

      •
      accounting and legal fees and printing costs; and

  .   

      •
      related fees and expenses.
    Transfer Taxes
            We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

  .   certificates representing outstanding notes for principal amounts not
      tendered or accepted for exchange are to be delivered to, or are to be
      issued in the name of, any person other than the registered holder of
      outstanding notes tendered;

  .   tendered outstanding notes are registered in the name of any person other
      than the person signing the letter of transmittal; or

  .if a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

   If satisfactory evidence of payment of any transfer taxes payable by a note
holder is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to that tendering holder.


    Consequences of Failure to Exchange
            If you do not exchange new notes for your outstanding notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the outstanding notes. In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or
    19

    sale is exempt from the registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.
    Accounting Treatment
            We will record the new notes in our accounting records at the same carrying value as the outstanding notes. This carrying value is the aggregate principal amount of the outstanding notes less any bond discount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

                                      21


    Other
            Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.
            We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

                                      22



                      RATIO OF EARNINGS TO FIXED CHARGES


    
                                                                     Plains All American Pipeline
                                                ----------------------------------------------------------------------
                             Predecessor                        Historical                         Pro Forma(3)
                      ------------------------- ------------------------------------------- --------------------------
                                                                                                           Adjusted
                                                November 23                    Nine Months    Adjusted    Nine Months
                       Year Ended  January 1 To      To         Year Ended        Ended      Year Ended      Ended
                      December 31, November 22, December 31,   December 31,   September 30, December 31, September 30,
                      ------------ ------------ ------------ ---------------- ------------- ------------ -------------
                          1997         1998         1998     1999 2000  2001      2002          2001         2002
                      ------------ ------------ ------------ ---- ----- ----- ------------- ------------ -------------

    20

    Ratio of Earnings to
 Fixed Charges(1)(2)    1.74x        1.58x        2.19x      --  3.78x 2.26x     2.86x        2.01x         2.27x

    
- --------
(1) For purposes of computingEarnings to Fixed Charges
     
    		 Year Ended December 31,
    		 
     
    		 1999
    		 2000
    		 2001
    		 2002
    		 2003
    		 
    RATIO OF EARNINGS TO FIXED CHARGES(1)(2) — 3.33x2.26x2.77x2.39x
    (1)
    The 1999 and 2000 periods include losses of $1.5 million and $15.1 million, respectively, related to early extinguishment of debt previously classified as extraordinary items. Effective with the ratioFASB's issuance of earnings to fixed charges,
    "earnings" consistSFAS 145, "Rescission of pretaxFASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections "in April 2002, such items are included in income from continuing operations plus fixed
    charges (excluding capitalized interest). "Fixed charges" represent
    interest incurred (whether expensed or capitalized), amortization of debt
    expense, and that portion of rental expense on operating leases deemed to
    be the equivalent of interest.
operations.

    (2)
    In 1999 available earnings failed to cover fixed charges by $101.8$103.4 million. Included in earnings for 1999 was $166.4 million in unauthorized
    trading losses, a $16.5 million gain on the sale

    Use of linefill and
    restructuring expenses of $1.4 million. If these events had not occurred,
    the ratio of earnings to fixed charges would have been 2.91x. Income from
    continuing operations before extraordinary items used to calculate the
    ratio of earnings to fixed charges for the year ended December 31, 2000,
    includes a gain on sale of assets of $48.2 million. If this event had not
    occurred, the ratio of earnings to fixed charges would have been 2.34x.
(3) Pro forma to give effect to this notes offering.

                                USE OF PROCEEDSProceeds
            The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive outstanding notes in a like principal amount. The form and terms of the new notes are identical in all respects to the form and terms of the outstanding notes, except the new notes do not include certain transfer restrictions. Outstanding notes surrendered in exchange for the new notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the new notes will not result in any change in our outstanding indebtedness.

                                      23



                         DESCRIPTION OF THE NEW NOTES

   You can find the definitions of certain terms used in this description under
the subheading "--Definitions." In this description, the word "Issuers" refers
only to Plains All American Pipeline and PAA Finance Corp. and not to any of
their subsidiaries and any reference to "Plains All American Pipeline" or "PAA
Finance Corp." does not include any of their respective subsidiaries. As used
in this section, "PAA Finance Corp." means our corporate subsidiary, PAA
Finance Corp., which is a co-issuer
    21

    Description of the notes. References to "notes" in this
section of the prospectus include both the outstanding notes and the new notes.

   The IssuersNotes
            We will issue the new notes, and the outstanding notes were issued, under an Indenture (the "Indenture""Base Indenture") dated September 25, 2002, among us, the Issuers, the Subsidiary
Guarantorssubsidiary guarantors and Wachovia Bank, National Association, as trustee, and a Supplemental Indenture thereto dated as of December 10, 2003 (the "Trustee""Supplemental Indenture," and together with the Base Indenture, the "Indenture"). The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, (the
"Trust Indenture Act").

   The following description is a summary of the material provisions of the
Indenture. It does not restate that agreement in its entirety.as amended. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of these notes. CopiesYou may request copies of the Indenture are available upon request
from us as set forth under "Where you can find more information." As used in this description, the terms "we," "us" and "our" refer to Plains All American Pipeline.

   If the exchange offer contemplated by this prospectus is consummated,
holders of outstanding notes who do not exchange those notes for new notes in
the exchange offer will vote together with holders of new notes for all
relevant purposes under the Indenture. In that regard, the Indenture requires
that certain actions by the holders thereunder (including acceleration
following an Event of Default) must be taken,Pipeline, L.P. and certain rights must be
exercised, by specified minimum percentages of the aggregate principal amount
of the outstanding securities issued under the Indenture. In determining
whether holders of the requisite percentage in principal amount have given any
notice, consent or waiver or taken any other action permitted under the
Indenture, any outstanding notes that remain outstanding after the exchange
offer will be aggregated with the new notes, and the holders of such
outstanding notes and the new notes will vote togetherPAA Finance Corp. as a single series for
all such purposes. Accordingly, all references herein to specified percentages
in aggregate principal amountco-issuers of the notes outstanding shall be deemedand not to mean,
at any time afterof their subsidiaries or affiliates. The definitions of certain capitalized terms used in this "Description of the exchange offer is consummated, such percentagesNotes" are set forth below under "—Optional Redemption" and "—Definitions." Capitalized terms used but not defined below have the meanings assigned to them in aggregate principal amountthe Indenture. References to the "notes" in this section of the prospectus include both the outstanding notes and the new notes.
            We have summarized some of the material provisions of the notes then
outstanding.

Briefand the Indenture below. The following description of the notes is not complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture.
    General Description of the Notes and the Guarantees

  The Notes
            The notes are:

  .
      •
      our senior unsecured indebtedness ranking equally in right of payment with all of our existing and future unsubordinated debt;

      •
      unconditionally guaranteed by the subsidiary guarantors;

      •
      non-recourse to our general unsecured obligations of the Issuers;

  .   equalpartner;

      •
      senior in right of payment to any of our future subordinated debt;

      •
      effectively junior to any of our existing and future Senior Debtsecured debt to the extent of the Issuers;security for that debt; and

  .   unconditionally guaranteed by

      •
      effectively junior to any existing and future debt of our subsidiaries that do not guarantee the Subsidiary Guarantors.

  The Guaranteesnotes.
            Initially the Issuers'our obligations under the notes wereare jointly and severally guaranteed by all of the existing subsidiaries of Plains All American Pipeline (otherother than PAA Finance Corp. and, 3794865 Canada Ltd.)., Plains LPG Services LLC, Plains LPG Services, L.P. and Atchafalaya Pipeline LLC, which we sometimes refer to collectively as the "non-guarantor subsidiaries." Each Guaranteeguarantee by a subsidiary guarantor of a Subsidiary Guarantor of thesethe notes is:

  .   
      •
      a general unsecured obligation of that Subsidiary Guarantor;subsidiary guarantor;

      •
      equal in right of payment with all other existing and .   equalfuture unsubordinated debt of that subsidiary guarantor;

      •
      senior in right of payment to any future subordinated debt of that subsidiary guarantor; and

      •
      effectively junior to any secured debt of that subsidiary guarantor, to the extent of the security for that debt.
            As of December 31, 2003, on an as-adjusted basis after giving effect to the original issuance of the outstanding notes and the application of the net proceeds therefrom, the notes and the guarantees
    22

    would have been effectively subordinated to $100.5 million of short-term secured indebtedness. See "Risk factors—Risks Related to the Exchange Offer and the Notes—Your right to receive payments on the notes and the guarantees is unsecured and will be effectively subordinated to our existing and future Senior Debt of that
      Subsidiary Guarantor.

   As of the date of the Indenture, allsecured indebtedness as well as to any existing and future indebtedness of our Subsidiaries were "Restricted
Subsidiaries." Also, under the circumstances described below under the
subheading "--Covenants--Designation of Restricted and Unrestricted

                                      24



Subsidiaries," we will be permitted to designate certain of our Subsidiaries as
"Unrestricted Subsidiaries." Except in limited circumstances specifically
described in the Indenture, Unrestricted Subsidiaries will not be subject to
the restrictive covenants in the Indenture. Unrestricted Subsidiaries willsubsidiaries that do not guarantee the notes.

   In addition, Plains All American Pipeline has invested,"
            The Indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder and provides that debt securities may investbe issued thereunder from time to time in one or more additional series. Except to the future, in Joint Ventures. The rights of Plains All American Pipeline to
receive assets from any Subsidiary that isextent described below, the Indenture does not a Subsidiary Guarantorlimit our ability or from
any Joint Venture that are attributable to Plains All American Pipeline's
Equity Interests therein (and thus the ability of our subsidiaries to incur additional indebtedness.
    Further Issuances
            We may, from time to time, without notice to or the consent of the holders of the notes, to
benefit indirectly from such assets) are structurally subordinatedcreate and issue additional notes ranking equally and ratably with the notes offered hereby in all respects (except for the payment of interest accruing prior to the claims of all existing and future third-party indebtedness and liabilities
(including trade debt)issue date of such Subsidiaryadditional notes), so that such additional notes form a single series with the notes and have the same terms as to status, redemption or Joint Venture.

otherwise as the notes. If we issue such additional notes prior to the completion of the exchange offer, the period of the resale restrictions applicable to any notes previously offered and sold in reliance on Rule 144A under the Securities Act will be automatically extended to the last day of the period of any resale restrictions imposed on any such additional notes.
    Principal, Maturity andAnd Interest

   The Issuers
            We have issued the outstanding notes in an initial aggregate principal amount of $200.0 million. Subject to compliance with the first paragraph of the
covenant described below under "--Covenants--Incurrence of Indebtedness and
Issuance of Disqualified Equity," we may issue an unlimited amount of
additional notes from time to time under the Indenture. The Issuers will issue
the new notes, and the outstanding notes were issued, in denominations of
$1,000 and integral multiples of $1,000.$250,000,000. The notes will mature on OctoberDecember 15, 2012.

   Interest on the notes will accrue2013 and bear interest at the annual rate of 7 3/4% per annum and will be
payable semiannually in arrears on April 15 and October 15, commencing on April
15, 2003.55/8%. Additional interest ("Additional Interest") may also accrue on the notes in the circumstances described under "Exchange Offer; Registration
Rights,Offer." and allAll references to "interest" in this description of the notes include any such Additional Interest. The Issuersadditional interest. Interest on the notes accrues from December 10, 2003 and is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2004. We will make each interest payment to the holders of record at the close of the notesbusiness on the immediately preceding AprilJune 1 and October 1.

   Interest on the new notes will accrue from the date of original issuance of
the outstanding notes or, ifDecember 1 preceding such interest has already been paid, from the date it
was most recently paid.payment date. Interest will be computed on the basis of a 360-day year comprisedconsisting of twelve 30-day months. We will issue the notes in denominations of $1,000 and integral multiples of $1,000.
    Methods of Receiving Payments on the Notes
            If a holder has given wire transfer instructions to the Issuers, the Issuersus, we will make all payments of principal of, premium, if any, and interest and
Additional Interest, if any, on the notes in accordance with those instructions. All other payments on the notes will be made at the corporate trust office of the Trustee,trustee unless the Issuerswe elect to make interest payments by check mailed to the holders at their addresses set forth in the register of holders. Paying Agent and Registrar for the Notes

   The Trusteetrustee will initially act as paying agent and registrar. The IssuersWe may change the paying agent or registrar without prior notice to the holders of
the notes,you, and the Issuerswe or any of their Subsidiariesour subsidiaries may act as paying agent or registrar.

Transfer
    No Liability of General Partner
            Plains All American Pipeline's general partner and Exchange

   Aits directors, officers, employees and partners (in their capacities as such) will not have any liability for our obligations under the notes. In addition, the Managing General Partner, and its directors, officers, employees and members, will not have any liability for our obligations under the notes. By accepting the notes, each holder may transfer or exchange notes in accordance with the Indenture.waives and releases all such liability. The Registrarwaiver and the Trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and the Issuers may
require a holder to pay any taxes or other governmental charges required by law
or permitted by the Indenture. The Issuersrelease are not required to register the
transfer of or exchange any note selected for redemption or repurchase (except,
in the case of a note to be redeemed or repurchased in part the portion not to
be redeemed or repurchased). Also, the Issuers are not required to register the
transfer of or exchange any note for a period of 15 days before a selection of
notes to be redeemed or repurchased or during the period between a record date
and the next succeeding interest payment date.

                                      25



   The registered holder of a note will be treated as the owner of it for all
purposes.

The Guarantees

   Initially, all of the Restrictedconsideration for the issuance of the notes. This waiver may not be effective, however, to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.
    23

    The Guarantees
            Initially, our payment obligations under the notes are jointly and severally guaranteed by all existing Subsidiaries of Plains All American Pipeline (otherother than PAA Finance Corp. and 3794865 Canada Ltd.) were Subsidiary
Guarantors and guarantee our Obligations under the notes. The guarantees are
joint and several obligations of the Subsidiary Guarantors. In the future, the
Restricted Subsidiaries of Plains All American Pipeline will be required to
guarantee our Obligations under the notes and the Indenture under the
circumstances described under "Covenants--Additional Subsidiary Guarantees."non-guarantor subsidiaries. The obligations of each Subsidiary Guarantorsubsidiary guarantor under its Guaranteeguarantee are limited to the maximum amount that will, be
limited as necessaryafter giving effect to prevent that Guaranteeall other contingent and fixed liabilities of the subsidiary guarantor and to any collections from or payments made by or on behalf of any other subsidiary guarantor in respect of the obligations of the other subsidiary guarantor under its guarantee, result in the obligations of the subsidiary guarantor under the guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicablefederal or state law. See "Risk Factors--Risks Related to
            Provided that no default shall have occurred and shall be continuing under the Notes."

   A Subsidiary Guarantor may not consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another
Person, unless:

      (1)  immediately after giving effect to that transaction, no Default or
   Event of Default exists; and

      (2)  the Person (if not otherwiseindenture, a Subsidiary Guarantor) formed by or
   surviving any such consolidation or merger assumes all the obligations of
   that Subsidiary Guarantor pursuant to a supplemental Indenture in form
   satisfactory to the Trustee, except as provided in the next paragraph.

   Any Subsidiary Guarantor, however, may be merged or consolidated with or
into any one or more Subsidiary Guarantors or Plains All American Pipeline.

   The Guarantee of a Subsidiary Guarantorsubsidiary guarantor will be released:

      (1)  in connection withunconditionally released and discharged from its guarantee:
      •
      upon any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (includingsubsidiary guarantor, including by way of merger, consolidation or otherwise), if Plains All American Pipeline
   applies the Net Proceeds ofotherwise, to any person that is not our affiliate (provided such sale or other disposition in accordance
   withis not prohibited by the applicable provisions of the Indenture relating to Asset Sales; or

      (2)  in connection withindenture);

      •
      upon any sale or other disposition of all of the
   Equity Interestsour direct or indirect equity interests in that subsidiary guarantor to any person that is not our affiliate; or

      •
      following delivery of a Subsidiary Guarantor, if Plains All American Pipeline
   applies the Net Proceeds of that sale in accordance with the applicable
   provisionswritten notice of the Indenture relatingrelease from the guarantee by us to Asset Sales; or

      (3)  if Plains All American Pipeline designatesthe trustee, upon the release of all guarantees by the subsidiary guarantor of any Restricted Subsidiary
   that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or

      (4)  at such time as such Subsidiary Guarantor ceases to guaranteedebt of ours and any
   other Indebtedness of the Issuers or any Restricted Subsidiary of Plains All American Pipeline and has no Indebtedness then outstanding (other than Permitted Debt described in clause (6), (7), (9), (10)debt securities issued under the Indenture on or (11) ofafter the definition thereof)Issue Date).

See "--Repurchase at the Option of Holders--Asset Sales."

Optional Redemption

   The Issuers may choose to redeem the notes
            If at any time. If they do so, they
may redeem all or any portiontime after the issuance of the notes, at once or over time, after giving
the required noticeincluding following any release of a subsidiary guarantor from its guarantee under the Indenture.

   To redeemIndenture, a Subsidiary of Plains All American Pipeline (including any future Subsidiary) guarantees any of our debt or any debt of Plains All American Pipeline's other Subsidiaries, we will cause such Subsidiary to guarantee the notes in accordance with the Issuers must payIndenture by simultaneously executing and delivering a supplemental indenture.
    Optional Redemption
            The notes are redeemable, in whole or in part, at our option at any time prior to maturity at a redemption price equal to the greater of (a) 100% of the principal amount of the notes, to be redeemed plusand (b) as determined by the Applicable PremiumQuotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of those payments of interest accrued as of and accrued and unpaid interest, if any, and Additional Interest, if
any,the date of redemption) discounted to the date of redemption date (subjecton a semi-annual basis (assuming 360-day years, each consisting of twelve 30-day months), at the Adjusted Treasury Rate plus 20 basis points plus, in each case, accrued interest to the rightdate of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date). Any notice to holders of notes of such a redemption is

                                      26



required to include the appropriate calculation of the redemption price, but
need not include the redemption price itself. The actual redemption price must
be set forth in an Officers' Certificate delivered to the Trustee no later than
two business days prior to the redemption date.

   "Applicable Premium"redemption.
            "Adjusted Treasury Rate" means, with respect to any note on anydate of redemption, date,
the greater of (1) 1.0% of the principal amount of the note and (2) the excess
of (a) the present value at such time of the principal amount of such note plus
any required interest payments due on such note from the redemption date to
October 15, 2012 (excluding accrued but unpaid interest), computed using a
discount rate per annum equal to the Treasury Rate on such redemption date plus 50 basis
points over (b) the principal amount of the note.

   "Treasury Rate" means, as of any redemption date, thesemi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of such redemptionits principal amount) equal to the Comparable Treasury Price for the date of redemption.
            "Comparable Treasury Issue" means the United States Treasury securities withsecurity selected by the Quotation Agent as having a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days priorcomparable to the redemption date (or, if such statistical release is
no longer published, any publicly available sourceremaining term of similar market data))
most nearly equalthe notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the period fromremaining term of those notes.
            "Comparable Treasury Price" means, with respect to any date of redemption, (a) the average of the Reference Treasury Dealer Quotations for the date of redemption, date to October 15, 2012;after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
    24

            "Quotation Agent" means UBS Securities LLC or another Reference Treasury Dealer appointed by us.
            "Reference Treasury Dealer" means (a) UBS Securities LLC and its successors; provided, however, that if the period fromforegoing shall cease to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), we shall substitute another Primary Treasury Dealer; and (b) any other Primary Treasury Dealers selected by us.
            "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that date of redemption.
            Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to October 15,
2012 is less than one year, the weekly average yieldaccrue on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

   Except as set forth above, the notes or portions thereof called for redemption.
            On or before a redemption date, we will not be redeemable bydeposit with a paying agent (or with the Issuers
priortrustee) sufficient money to maturitypay the redemption price and will not be entitled to the benefit of any sinking fund.
However, under certain circumstances, we may be required to offer to purchaseaccrued interest on the notes as described under the subheadings "--Repurchase at the Option of
Holders--Change of Control" and "--Asset Sales."

Selection and Noticeto be redeemed.
            If less than all of the notes are to be redeemed at any time, the Trusteetrustee will select notes (or any portion of notes in integral multiples of $1,000) for redemption as follows:

      (1)  
      •
      if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

      (2)  

      •
      if the notes are not so listed or there are no such requirements, on a pro rata basis, by lot or by such method as the Trusteetrustee shall deem fair and appropriate.

   No notes
            However, no note with a principal amount of $1,000 or less shallwill be redeemed in part. NoticesNotice of redemption shallwill be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. The
notice of redemption for the notes will state, among other things, the amount
of notes to be redeemed, the redemption date, the redemption price (or its
calculation) and the place(s) that payment will be made upon presentation and
surrender of notes to be redeemed. Notices of redemption may not be conditional.

   If any note is to be redeemed in part only, the notice of redemption that relates to that note shallwill state the portion of the principal amount thereofof that note to be redeemed. A new note in principal amount equal to the unredeemed portion
    Events of the original note will be issued in the name of the holder thereof upon
cancellation of the original note. Notes called for redemption become due on
the date fixed for redemption. On and after the redemption date, interest and
Additional Interest, if applicable, cease to accrue on notes or portions of
them called for redemption unless the Issuers default in making such redemption
payment.

Repurchase at the Option of Holders

  Change of Control

   If a Change of Control occurs, the Issuers will make an offer to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of the notes
pursuant to the offer described below (the "Change of Control Offer"). In the
Change of Control Offer, the Issuers will offer a Change of Control Payment
(the "Change of

                                      27



Control Payment") in cash equal to 101% of the aggregate principal amount of
notes repurchased plus accrued and unpaid interest thereon and Additional
Interest, if any, to the date of purchase (the "Change of Control Payment
Date"), subject to the rights of each holder in whose name a note is registered
on a record date occurring prior to the Change of Control Payment Date to
receive interest on an interest payment date occurring after such Change of
Control Payment Date. Within 30 days following any Change of Control, the
Issuers will mail a notice to each holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
notes on the Change of Control Payment Date specified in such notice, pursuant
to the procedures required by the Indenture and described in such notice.

   On the Change of Control Payment Date, the Issuers will, to the extent
lawful:

      (1)  accept for payment all notes or portions thereof properly tendered
   pursuant to the Change of Control Offer;

      (2)  deposit with the paying agent an amount equal to the Change of
   Control Payment in respect of all notes or portions thereof so tendered; and

      (3)  deliver or cause to be delivered to the Trustee the notes so
   accepted together with an Officers' Certificate stating the aggregate
   principal amount of notes or portions thereof being purchased by the Issuers.

   The paying agent will promptly mail to each holder of notes so tendered the
Change of Control Payment for such notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each holder
a new note equal in principal amount to any unpurchased portion of the notes
surrendered, if any; provided that each such new note will be in a principal
amount of $1,000 or an integral multiple thereof. The Issuers will publicly
announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

   The provisions described above that require the Issuers to make a Change of
Control Offer following a Change of Control will be applicable regardless of
whether or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit holders of the notes to require that the Issuers
repurchase or redeem the notes in the event of a takeover, recapitalization or
similar transaction.

   The Partnership Credit Facilities currently provide that certain change of
control events with respect to Plains All American Pipeline would constitute a
default thereunder. Any future credit agreements to which Plains All American
Pipeline or any of its Subsidiaries becomes a party may contain similar
restrictions and provisions. Moreover, the exercise by the holders of their
right to require the Issuers to repurchase the notes could cause a default
under the Credit Facilities, even if the Change of Control does not, due to the
financial effect of such a repurchase on Plains All American Pipeline. If a
Change of Control occurs at a time when Plains All American Pipeline is
prohibited from purchasing notes or a default under the Credit Facilities would
result therefrom, Plains All American Pipeline could seek the consent to the
purchase of notes or could attempt to refinance the borrowings that contain
such prohibition. If Plains All American Pipeline does not obtain such a
consent or repay such borrowings, Plains All American Pipeline will remain
prohibited from purchasing notes. In such case, Plains All American Pipeline's
failure to purchase tendered notes would constitute an Event of Default under
the Indenture which would, in turn, in all likelihood constitute a default
under the Credit Facilities. Finally, the Issuers' ability to pay cash to the
holders upon a repurchase may be limited by Plains All American Pipeline's and
its Subsidiaries' then existing financial resources. We cannot assure you that
sufficient funds will be available when necessary to make any required
repurchases.

   Notwithstanding the preceding paragraphs of this covenant, the Issuers will
not be required to make a Change of Control Offer upon a Change of Control if a
third party makes an offer to purchase the notes in the manner, at the times
and otherwise in compliance with the requirements set forth in the Indenture
applicable to a

                                      28



Change of Control Offer and purchases all notes validly tendered and not
withdrawn under such Change of Control Offer.

   "Change of Control" means the occurrence of any of the following:

      (1)  the sale, transfer, lease, conveyance or other disposition (other
   than by way of merger or consolidation), in one or a series of related
   transactions, of all or substantially all of the assets of Plains All
   American Pipeline and its Restricted Subsidiaries taken as a whole to any
   "person" (as such term is used in Section 13(d)(3) of the Exchange Act),
   which occurrence is followed by a Rating Decline within 90 days of the
   consummation of such transaction;

      (2)  the adoption of a plan relating to the liquidation or dissolution of
   Plains All American Pipeline, or the removal of the General Partner by the
   limited partners of Plains All American Pipeline;

      (3)  such time as Qualifying Directors cease for any reason to constitute
   collectively a majority of the members of the Board of Directors of the
   Managing General Partner in office, which occurrence is followed by a Rating
   Decline within 90 days thereof; or

      (4)  any "person" or "group," as such terms are used in Sections 13(d)(2)
   and 14(d)(2) of the Exchange Act, excluding the Qualifying Owners identified
   in clause (i) of the definition of Qualifying Owners, obtains the right to
   appoint a majority of the Board of Directors, which occurrence is followed
   by a Rating Decline within 90 days thereof.

   Notwithstanding the preceding, a conversion of Plains All American Pipeline
or any of its Restricted Subsidiaries from a limited partnership, corporation,
limited liability company or other form of entity to a limited partnership,
corporation, limited liability company or other form of entity or an exchange
of all of the outstanding Equity Interests in one form of entity for Equity
Interests for another form of entity shall not constitute a Change of Control,
so long as following such conversion or exchange the Qualifying Owners
beneficially own, directly or indirectly, in the aggregate more than 50% of the
Voting Stock of such entity, or continue to beneficially own sufficient Equity
Interests in such entity to elect a majority of its directors, managers,
trustees or other persons serving in a similar capacity for such entity.

   The definition of Change of Control includes a phrase relating to the sale,
transfer, lease, conveyance or other disposition of "all or substantially all"
of the assets of Plains All American Pipeline and its Restricted Subsidiaries,
taken as a whole. Although there is a limited body of case law interpreting the
phrase "all or substantially all" of a company's assets, there is no precise
established definition of the phrase under applicable law. Accordingly, the
ability of a holder of notes to require Plains All American Pipeline to
repurchase such notes as a result of a sale, transfer, lease, conveyance or
other disposition of less than all of the assets of Plains All American
Pipeline and its Restricted Subsidiaries taken as a whole to another person or
group may be uncertain.

  Asset Sales

   The Issuers will not, and will not permit their Restricted Subsidiaries to,
consummate an Asset Sale unless:

      (1)  Plains All American Pipeline (or the Restricted Subsidiary, as the
   case may be) receives consideration at the time of such Asset Sale at least
   equal to the fair market value of the assets or Equity Interests issued or
   sold or otherwise disposed of;

      (2)  such fair market value is determined by (a) an executive officer of
   the Managing General Partner if the value is less than $10.0 million, as
   evidenced by an Officers' Certificate delivered to the Trustee, or (b) the
   Board of Directors if the value is $10.0 million or more, as evidenced by a
   resolution of such Board of Directors; and

      (3)  at least 75% of the consideration therefor received by Plains All
   American Pipeline or such Restricted Subsidiary is in the form of (a) cash
   or Cash Equivalents, (b) assets or rights used or useful in a

                                      29



   Permitted Business or (c) any Permitted Business Investment or any other
   Permitted Investment other than Hedging Obligations. For purposes of this
   provision, each
            Each of the following shall be deemed to be cash:

          (x)  any liabilities (as shown on Plains All American Pipeline's or
       such Restricted Subsidiary's most recent balance sheet)constitutes an "Event of Plains All
       American Pipeline or any Restricted Subsidiary (other than contingent
       liabilities and liabilities that are by their terms subordinated to the
       notes or any Guarantee) that are assumed by the transferee of any such
       assets pursuant to a customary novation agreement that releases Plains
       All American Pipeline or such Restricted Subsidiary from further
       liability; and

          (y)  any securities, notes or other obligations received by Plains
       All American Pipeline or any such Restricted Subsidiary from such
       transferee that are within 90 days after the Asset Sale (subject to
       ordinary settlement periods) converted by Plains All American Pipeline
       or such Restricted Subsidiary into cash (to the extent of the cash
       received in that conversion).

   Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
Plains All American Pipeline or a Restricted Subsidiary may apply (or enter
into a definitive agreement for such application within such 360-day period,
provided that such capital expenditure or acquisition is closed within 90 days
after the end of such 360-day period) such Net Proceeds at its option:

      (1)  to repay Senior Debt of Plains All American Pipeline and/or its
   Restricted Subsidiaries (or to make an offer to repurchase or redeem Senior
   Debt, provided that such repurchase or redemption closes within 45 days
   after the end of such 360-day period) with a permanent reduction in
   availability for any Credit Facilities pursuant to clause (1) of the
   definition of Permitted Debt;

      (2)  to make a capital expenditure in a Permitted Business;

      (3)  to acquire other assets or rights that are used or useful in a
   Permitted Business; or

      (4)  to invest in any other Permitted Business Investment or any other
   Permitted Investment other than Investments in Cash Equivalents or Hedging
   Obligations.

   Pending the final application of any such Net Proceeds, we may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by the Indenture and we will reserve the amount
of such Net Proceeds, other than those temporarily applied, in calculating our
Available Cash.

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers will
make a pro rata offer (an "Asset Sale Offer") to all holders of notes and all
holders of other Indebtedness that is pari passu with the notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid
interest (including any Additional Interest in the case of the notes), if any,
and premium, if any, to the date of purchase, and will be payable in cash. If
any Excess Proceeds remain after consummation of an Asset Sale Offer, such
Excess Proceeds shall be deemed to constitute Available Cash from Operating
Surplus for purposes of the Indenture, and Plains All American Pipeline may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of notes tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds allocated for repurchases of notes
pursuant to the Asset Sale Offer for notes, the Trustee shall select the notes
to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.

  Compliance with Securities Laws

   The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable to the purchase

                                      30



of the notes in a Change of Control Offer or Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control or Asset Sale provisions of the Indenture, the Issuers will
comply with the applicable securities laws and regulations and will not be
deemed to have committed a breach of their obligations under the Change of
Control or Asset Sale provisions of the Indenture by virtue of such conflict.

Covenants

  Restricted Payments

   Plains All American Pipeline will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly:

      (1)  declare or pay any dividend or make any other payment or
   distribution on account of Plains All American Pipeline's or any of its
   Restricted Subsidiaries' Equity Interests (including, without limitation,
   any payment in connection with any merger or consolidation involving Plains
   All American Pipeline or any of its Restricted Subsidiaries) or to the
   direct or indirect holders of Plains All American Pipeline's or any of its
   Restricted Subsidiaries' Equity Interests in their capacity as such (other
   than distributions or dividends payable in Equity Interests of Plains All
   American Pipeline (other than Disqualified Equity) and other than
   distributions or dividends payable to Plains All American Pipeline or any of
   its wholly owned Restricted Subsidiaries);

      (2)  except to the extent permitted in clause (4) below, purchase, redeem
   or otherwise acquire or retire for value (including, without limitation, in
   connection with any merger or consolidation involving an Issuer) any Equity
   Interests of Plains All American Pipeline or any of its Restricted
   Subsidiaries (other than any such Equity Interests owned by Plains All
   American Pipeline or any of its wholly owned Restricted Subsidiaries);

      (3)  except to the extent permitted in clause (4) below, make any payment
   on or with respect to, or purchase, redeem, defease or otherwise acquire or
   retire for value any Indebtedness of Plains All American Pipeline or any
   Restricted Subsidiary that is subordinated by its terms to the notes or the
   Guarantees except (a) a payment of interest or principal at the Stated
   Maturity thereof or (b) a purchase, redemption, acquisition or retirement
   required to be made pursuant to the terms of such Indebtedness (including
   pursuant to an asset sale or change of control provision); or

      (4)  make any Investment other than a Permitted Investment or a Permitted
   Business Investment

(all such payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as "Restricted Payments"), unless, at the time
of and after giving effect to such Restricted Payment, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof and either:

      (1)  if the Fixed Charge Coverage Ratio for Plains All American
   Pipeline's four most recent fiscal quarters for which internal financial
   statements are available is not less than 1.75 to 1.0, such Restricted
   Payment, together with the aggregate amount of all other Restricted Payments
   made by Plains All American Pipeline and its Restricted SubsidiariesDefault" with respect to the quarter for which such Restricted Payment is made, is less
   than the sum, without duplication, of:

          (a)  Available Cash from Operating Surplus with respect to the
       immediately preceding quarter, plus

          (b)  the sumnotes:
      (1)
      default in payment when due of the aggregate net cash proceeds and the fair market
       valueprincipal of any assets or rights used or useful in a Permitted Business
       received by Plains All American Pipeline or any of its Restricted
       Subsidiaries in connection with (A) a capital contribution to Plains All
       American Pipeline from any Person (other than a Restricted Subsidiary of
       Plains All American Pipeline) made after the Issue Date or a capital
       contribution to a Restricted Subsidiary from any Person (other than
       Plains All American Pipeline or another Restricted Subsidiary) made
       after the Issue Date or (B) an issuance and sale made after the Issue
       Date of Equity Interests (other than Disqualified Equity) of Plains All
       American Pipeline

                                      31



       or from the issuance or sale made after the Issue Date of convertible or
       exchangeable Disqualified Equity or convertible or exchangeable debt
       securities of Plains All American Pipeline that have been converted into
       or exchanged for such Equity Interests (other than Disqualified Equity),
       plus

          (c)  to the extent that any Restricted Investment that was made after
       the Issue Date is sold for cash or Cash Equivalents or otherwise
       liquidated or repaid for cash or Cash Equivalents, the lesser of the
       refund of capital or similar payment made in cash or Cash Equivalents
       with respect to such Restricted Investment (less the cost of such
       disposition, if any) and the initial amount of such Restricted
       Investment (other than to a Restricted Subsidiary of Plains All American
       Pipeline), plus

          (d)  the net reduction in Restricted Investments resulting from
       dividends, repayments of loans or advances, or other transfers of assets
       in each case to Plains All American Pipeline or any of its Restricted
       Subsidiaries from any Person (including, without limitation,
       Unrestricted Subsidiaries) or from redesignations of Unrestricted
       Subsidiaries as Restricted Subsidiaries, to the extent such amounts have
       not been included in Available Cash from Operating Surplus for any
       period commencing on or after the Issue Date (items (b), (c) and (d)
       being referred to as "Incremental Funds"), minus

          (e)  the aggregate amount of Incremental Funds previously expended
       pursuant to this clause (1) and clause (2) below; or

      (2)  if the Fixed Charge Coverage Ratio for Plains All American
   Pipeline's four most recent fiscal quarters for which internal financial
   statements are available is less than 1.75 to 1.00, such Restricted Payment,
   together with the aggregate amount of all other Restricted Payments made by
   Plains All American Pipeline and its Restricted Subsidiaries with respect to
   the quarter for which such Restricted Payment is made (such Restricted
   Payments for purposes of this clause (2) meaning only distributions on
   common units of Plains All American Pipeline, plus the related distributionpremium on the general partner interest), is less than the sum, without duplication,
   of:

          (a)  $75.0 million less the aggregate amount of all Restricted
       Payments made by Plains All American Pipeline and its Restricted
       Subsidiaries pursuant to this clause (2)(a) during the period ending on
       the last day of the fiscal quarter of Plains All American Pipeline
       immediately preceding the date of such Restricted Payment and beginning
       on the Issue Date, plus

          (b)  Incremental Funds to the extent not previously expended pursuant
       to this clause (2) or clause (1) above.

   So long as no Default has occurred and is continuing or would be caused
thereby (except with respect to clause (1) below under which the payment of a
distribution or dividend is permitted), the preceding provisions will not
prohibit:

      (1)  the payment by Plains All American Pipeline or any Restricted
   Subsidiary of any distribution or dividend within 60 days after the date of
   declaration thereof, ifnotes at said date of declaration such payment would have
   complied with the provisions of the Indenture;

      (2)  the redemption, repurchase, retirement, defeasance or other
   acquisition of any Indebtedness of Plains All American Pipeline or any of
   its Restricted Subsidiaries that is subordinated to the notes or the
   Guarantees or of any Equity Interests of Plains All American Pipeline or any
   of its Restricted Subsidiaries in exchange for, or out of the net cash
   proceeds of, a substantially concurrent (a) capital contribution to Plains
   All American Pipeline or such Restricted Subsidiary from any Person (other
   than Plains All American Pipeline or another Restricted Subsidiary) or (b)
   sale (a sale will be deemed substantially concurrent if such redemption,
   repurchase, retirement, defeasance or acquisition occurs not more than 120
   days after such sale) (other than to a Restricted Subsidiary of Plains All
   American Pipeline) of Equity Interests (other than Disqualified Equity) of
   Plains All American Pipeline or such Restricted Subsidiary; provided,
   however, that the amount of any net cash proceeds that are utilized for any
   such redemption, repurchase or other acquisition or retirement shall be
   excluded or deducted from the calculation of Available Cash from Operating
   Surplus and Incremental Funds;

                                      32



      (3)  the defeasance, redemption, repurchase or other acquisition of
   Indebtedness of Plains All American Pipeline or any Restricted Subsidiary
   that is subordinated to the notes or the Guarantees with the net cash
   proceeds from an incurrence of Permitted Refinancing Indebtedness;

      (4)  the payment of any distribution or dividend by a Restricted
   Subsidiary to Plains All American Pipeline or to the holders of its Equity
   Interests (other than Disqualified Equity) on a pro rata basis;

      (5)  the purchase or other acquisition of one or more Equity Interests in
   Plains All American Pipeline from former employees of Plains All American
   Pipeline; provided, that the aggregate price paid for all such purchased or
   acquired Equity Interests shall not exceed $2.0 million in any 12-month
   period;

      (6)  the repurchase,maturity, upon redemption or other acquisition or retirement for
   value of any Equity Interests to satisfy awards under the General Partner's
   1998 Long-Term Incentive Plan, as amended, provided such repurchases do not
   exceed an aggregate of 1,425,000 common units (as such number may be
   adjusted for any subdivision or combination of common units) after the issue
   date of the notes; and

      (7)  the repurchase, redemption or other acquisition or retirement for
   value of any Equity Interests of Plains All American Pipeline or any
   Restricted Subsidiary of Plains All American Pipeline pursuant to any
   management equity subscription agreement or equity option agreement or other
   employee benefit plan or to satisfy obligations under any Equity Interests
   appreciation rights or option plan or similar arrangement; provided that the
   aggregate price paid for all such repurchased, redeemed, acquired or retired
   Equity Interests does not exceed $5.0 million in any calendar year;
   provided, further, that if the amount so paid in any calendar year is less
   than $5.0 million, such shortfall may be used to so repurchase, redeem,
   acquire or retire Equity Interests in either of the next two calendar years
   in addition to the $5.0 million that may otherwise be paid in each such
   calendar year.

In computing the amount of Restricted Payments previously made for purposes of
the immediately preceding paragraph, Restricted Payments made under clause (1)
(but only if the declaration or such dividend or other distribution has not
been counted in a prior period) and, to the extent of amounts paid to holders
other than Plains All American Pipeline or a Restricted Subsidiary, clause (4)
of this paragraph shall be included, and Restricted Payments made under clauses
otherwise;

      (2), (3), (5), (6) and (7) and, except to the extent noted above, (4) of this
paragraph shall not be included. The amount of all Restricted Payments (other
than cash) shall be the fair market value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued by Plains
All American Pipeline or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment. The fair market value of any assets or
securities that are required to be valued by this covenant shall be determined
by the Board of Directors of the Managing General Partner whose resolution with
respect thereto shall be delivered to the Trustee.

  Incurrence of Indebtedness and Issuance of Disqualified Equity

   Plains All American Pipeline will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt and Disqualified Equity) other than
Permitted Debt; provided, however, that Plains All American Pipeline and any
Subsidiary Guarantor may incur Indebtedness (including Acquired Debt and
Disqualified Equity), if the Fixed Charge Coverage Ratio for Plains All
American Pipeline's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred would have been at least 2.00 to
1.00, determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred at
the beginning of such four-quarter period.

   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

      (1)  the incurrence by Plains All American Pipeline and any of its
   Restricted Subsidiaries of the Indebtedness under the Credit Facilities and
   the guarantees thereof; provided that the aggregate principal

                                      33



   amount of all Indebtedness of Plains All American Pipeline and its
   Restricted Subsidiaries outstanding under all Credit Facilities pursuant to
   this paragraph (1), after giving effect to such incurrence, does not exceed
   $650.0 million less the aggregate amount of all repayments of Indebtedness
   under the Credit Facilities that have been made by Plains All American
   Pipeline or any of its Restricted Subsidiaries in respect of Asset Sales to
   the extent such repayments constitute a permanent reduction of commitments
   under such Credit Facilities;

      (2)  the incurrence by Plains All American Pipeline and its Restricted
   Subsidiaries of Existing Indebtedness;

      (3)  the incurrence by Plains All American Pipeline and the Subsidiary
   Guarantors of $200.0 million in aggregate principal amount of Indebtedness
   represented by the notes and the Guarantees and the related Obligations;

      (4)  the incurrence by Plains All American Pipeline or any of its
   Restricted Subsidiaries of Indebtedness represented by Capital Lease
   Obligations, mortgage financings or purchase money obligations, in each
   case, incurred in the ordinary course of business for the purpose of
   financing all or any part of the purchase price or cost of construction,
   improvement or development of property, plant or equipment used in the
   business of Plains All American Pipeline or such Restricted Subsidiary, in
   an aggregate principal amount not to exceed $20.0 million at any time
   outstanding;

      (5)  the incurrence by Plains All American Pipeline or any of its
   Restricted Subsidiaries of Permitted Refinancing Indebtedness;

      (6)  the incurrence by Plains All American Pipeline or any of its
   Restricted Subsidiaries of intercompany Indebtedness between or among Plains
   All American Pipeline and any of its Restricted Subsidiaries; provided,
   however, that:

          (a)  if an Issuer or any Subsidiary Guarantor is the obligor on such
       Indebtedness to a Restricted Subsidiary of Plains All American Pipeline
       that is not a Subsidiary Guarantor, such Indebtedness must be expressly
       subordinated to the prior payment in full in cash of all Obligations
       with respect to the notes, in the case of Plains All American Pipeline,
       or the Guarantee of such Subsidiary Guarantor, in the case of a
       Subsidiary Guarantor,

          (b)  such intercompany Indebtedness is owed by Plains All American
       Pipeline or any of its Restricted Subsidiaries to either Plains All
       American Pipeline or a Restricted Subsidiary that is wholly owned,
       directly or indirectly, by Plains All American Pipeline, and

          (c)  (i) any subsequent issuance or transfer of Equity Interests that
       results in any such Indebtedness being held by a Person other than
       Plains All American Pipeline or a Restricted Subsidiary that is wholly
       owned, directly or indirectly, by Plains All American Pipeline and (ii)
       any sale or other transfer of any such Indebtedness to a Person that is
       not either Plains All American Pipeline or a Restricted Subsidiary that
       is wholly owned, directly or indirectly, by Plains All American
       Pipeline, shall be deemed, in each case, to constitute an incurrence of
       such Indebtedness by Plains All American Pipeline or such Restricted
       Subsidiary, as the case may be, that was not permitted by this clause
       (6);

      (7)  the incurrence by Plains All American Pipeline or any of its
   Restricted Subsidiaries of Hedging Obligations entered into in the ordinary
   course of business;

      (8)  the guarantee by Plains All American Pipeline or any of the
   Subsidiary Guarantors of Indebtedness of Plains All American Pipeline or a
   Restricted Subsidiary that was permitted to be incurred by another provision
   of this covenant;

      (9)  Indebtedness in respect of bid, performance, surety and appeal bonds
   issued for the account of Plains All American Pipeline or any of its
   Restricted Subsidiaries in the ordinary course of business, including
   guarantees and obligations of Plains All American Pipeline or any of its
   Restricted Subsidiaries with respect to letters of credit supporting such
   obligations (in each case other than for an obligation for money borrowed);

                                      34



      (10)  the incurrence by Plains All American Pipeline or any of its
   Restricted Subsidiaries of additional Indebtedness in an aggregate principal
   amount not to exceed $20.0 million outstanding at any time; and

      (11)  the incurrence by Plains All American Pipeline or any of its
   Restricted Subsidiaries of Permitted Marketing Obligations, Permitted
   Contango Market Transaction Obligations and Permitted Operating Obligations.

   To the extent that Plains All American Pipeline's Unrestricted Subsidiaries
incur Non-Recourse Debt and any such Indebtedness ceases to be Non-Recourse
Debt of such Unrestricted Subsidiary, then such event shall be deemed to
constitute an incurrence of Indebtedness by a Restricted Subsidiary of Plains
All American Pipeline that was subject to this covenant.

   For purposes of determining compliance with this "--Incurrence of
Indebtedness and Issuance of Disqualified Equity" covenant, in the event that
an item of proposed Indebtedness (including Acquired Debt and Disqualified
Equity) meets the criteria of more than one of the categories of Permitted Debt
described in clauses (1) through (11) above, or is entitled to be incurred
pursuant to the first paragraph of this covenant, Plains All American Pipeline
will be permitted, in its sole discretion, to classify such item of
Indebtedness on the date it is incurred, or later reclassify all or a portion
of such item of Indebtedness in any manner that complies with this covenant. An
item of Indebtedness may be divided and classified in one or more of the types
of Permitted Debt.

  Liens

   Plains All American Pipeline will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness on any asset now
owned or hereafter acquired, except Permitted Liens, without making effective
provision whereby all Obligations due under the notes and the Indenture or any
Guarantee, as applicable, will be secured by a Lien equally and ratably with
any and all Obligations thereby secured for so long as any such Obligations
shall be so secured or, in the case of Indebtedness so secured that is
expressly subordinated to the notes or any Guarantee, as applicable, by a Lien
prior to any Liens securing any and all Obligations thereby secured for so long
as any such Obligations shall be so secured.

  Dividend and Other Payment Restrictions Affecting Subsidiaries

   Plains All American Pipeline will not and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

      (1)  pay dividends or make any other distributions on its Equity
   Interests to Plains All American Pipeline or any of Plains All American
   Pipeline's Restricted Subsidiaries, or pay any Indebtedness owed to Plains
   All American Pipeline or any of its Restricted Subsidiaries;

      (2)  make loans or advances to or make other investments in Plains All
   American Pipeline or any of its Restricted Subsidiaries; or

      (3)  transfer any of its properties or assets to Plains All American
   Pipeline or any of its Restricted Subsidiaries.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

      (1)  agreements as in effect on the Issue Date and any amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacements or refinancings of any such agreements or any Existing
   Indebtedness to which such agreement relates, provided that such amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacements or refinancings are no more

                                      35



   restrictive, taken as a whole, with respect to such distribution, dividend
   and other payment restrictions and loan or investment restrictions than
   those contained in such agreement, as in effect on the date of the Indenture;

      (2)  the Indenture, the notes and the Guarantees;

      (3)  applicable law;

      (4)  any instrument governing Indebtedness or Equity Interests of a
   Person acquired by Plains All American Pipeline or any of its Restricted
   Subsidiaries as in effect at the time of such acquisition (except to the
   extent such Indebtedness was incurred in connection with or in contemplation
   of such acquisition), which encumbrance or restriction is not applicable to
   any Person, or the properties or assets of any Person, other than such
   Person, or the property or assets of such Person, so acquired, provided
   that, in the case of Indebtedness, such Indebtedness was permitted by the
   terms of the Indenture to be incurred;

      (5)  customary nonassignment provisions in Hydrocarbon purchase and sale
   or exchange agreements, or similar operational agreements and in licenses
   and leases entered into in the ordinary course of business;

      (6)  purchase money obligations for property acquired in the ordinary
   course of business that impose restrictions on the property so acquired of
   the nature described in clause (3) of the preceding paragraph;

      (7)  any agreement for the sale or other disposition of assets or Equity
   Interests in a Restricted Subsidiary of Plains All American Pipeline that
   contains any one or more of the restrictions described in clauses (1)
   through (3) of the preceding paragraph by such Restricted Subsidiary pending
   its sale or other disposition, provided that such sale or disposition is
   consummated, or such restrictions are canceled or terminated or lapse,
   within 90 days;

      (8)  Permitted Refinancing Indebtedness, provided that the restrictions
   contained in the agreements governing such Permitted Refinancing
   Indebtedness are no more restrictive, taken as a whole, than those contained
   in the agreements governing the Indebtedness being refinanced;

      (9)  Permitted Liens securing Indebtedness otherwise permitted to be
   issued pursuant to the provisions of the covenant described above under the
   caption "--Liens" that limit the right of Plains All American Pipeline or
   any of its Restricted Subsidiaries to dispose of the assets subject to such
   Lien;

      (10)  any agreement or instrument relating to any property or assets
   acquired after the Issue Date, so long as such encumbrance or restriction
   relates only to the property or assets so acquired and is not and was not
   created in anticipation of such acquisitions; or

      (11)  provisions with respect to the disposition or distribution of
   assets in joint venture agreements and other similar agreements entered into
   in the ordinary course of business.

  Merger, Consolidation or Sale of Assets

   Neither of the Issuers may, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not such Issuer is the survivor); or
(2) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related
transactions, to another Person, unless:

      (1)  either (a) such Issuer is the surviving entity of such transaction;
   or (b) the Person formed by or surviving any such consolidation or merger
   (if other than such Issuer) or to which such sale, assignment, transfer,
   lease, conveyance or other disposition shall have been made is an entity
   organized or existing under the laws of the United States, any state thereof
   or the District of Columbia, provided that PAA Finance Corp. may not
   consolidate or merge with or into any entity other than a corporation
   satisfying such requirement for so long as Plains All American Pipeline is
   not a corporation;

      (2)  the Person formed by or surviving any such consolidation or merger
   (if other than such Issuer) or the Person to which such sale, assignment,
   transfer, lease, conveyance or other disposition shall have been made (the
   "Successor") expressly assumes all the obligations of such Issuer under the
   notes and the Indenture pursuant to a supplemental Indenture in a form
   reasonably satisfactory to the Trustee;

                                      36



      (3)  immediately after such transaction no Default or Event of Default
   exists;

      (4)  except in the case of a transaction involving PAA Finance Corp.,
   such Issuer or the Successor will, on the date of such transaction after
   giving pro forma effect thereto and any related financing transactions as if
   the same had occurred at the beginning of the applicable four-quarter
   period, be permitted to incur at least $1.00 of additional Indebtedness
   pursuant to the Fixed Charge Coverage Ratio test set forth in the first
   paragraph of the covenant described above under the caption "--Incurrence of
   Indebtedness and Issuance of Disqualified Equity;" and

      (5)  such Issuer has delivered to the Trustee an Officers' Certificate
   and an Opinion of Counsel, each stating that such consolidation, merger or
   disposition and, if a supplemental Indenture is required, such supplemental
   Indenture complies with the Indenture and all conditions precedent therein
   relating to such transaction have been satisfied.

Please see "--The Guarantees" for a discussion of the provisions governing a
merger or consolidation of a Subsidiary Guarantor.

   Notwithstanding the foregoing paragraph, Plains All American Pipeline is
permitted to reorganize as any other form of entity in accordance with the
following procedures provided that:

      (1)  the reorganization involves the conversion (by merger, sale,
   contribution or exchange of assets or otherwise) of Plains All American
   Pipeline into a form of entity other than a limited partnership formed under
   Delaware law;

      (2)  the entity so formed by or resulting from such reorganization is an
   entity organized or existing under the laws of the United States, any state
   thereof or the District of Columbia;

      (3)  the entity so formed by or resulting from such reorganization
   assumes all the obligations of Plains All American Pipeline under the notes
   and the Indenture pursuant to a supplemental Indenture in a form reasonably
   satisfactory to the Trustee;

      (4)  immediately after such reorganization no Default or Event of Default
   exists; and

      (5)  such reorganization is not materially adverse to the holders of the
   notes (for purposes of this clause (5) a reorganization will not be
   considered materially adverse to the holders of the notes solely because the
   successor or survivor of such reorganization (i) is subject to federal or
   state income taxation as an entity or (ii) is considered to be an
   "includable corporation" of an affiliated group of corporations within the
   meaning of Section 1504(b)(i) of the Code or any similar state or local law).

  Transactions with Affiliates

   Plains All American Pipeline will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

      (1)  such Affiliate Transaction is between or among Plains All American
   Pipeline and any of its Restricted Subsidiaries or is either (x) on terms
   that are no less favorable to Plains All American Pipeline or the relevant
   Restricted Subsidiary than those that would have been obtained in a
   comparable transaction made on an arm's-length basis with an unrelated
   Person or, if there is no such comparable transaction, on terms that are
   fair and reasonable to Plains All American Pipeline or such Restricted
   Subsidiary, or (y) in the ordinary course of business and consistent with
   past practice; and

      (2)  Plains All American Pipeline delivers to the Trustee:

          (a)  with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration with a fair
       market value in excess of $10.0 million, an Officers' Certificate
       certifying that such Affiliate Transaction complies with this covenant
       and that such Affiliate

                                      37



       Transaction has been approved (either pursuant to specific or general
       resolutions) by a majority of the disinterested members of the Board of
       Directors of the Managing General Partner or has been approved by an
       officer pursuant to a delegation (specific or general) of authority from
       such Board of Directors; and

          (b)  with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration with a fair
       market value in excess of $25.0 million, (A) a resolution of the Board
       of Directors of the Managing General Partner set forth in an Officers'
       Certificate certifying that such Affiliate Transaction complies with
       this covenant and that such Affiliate Transaction has been approved by a
       majority of the disinterested members of such Board of Directors and (B)
       an opinion as to the fairness to Plains All American Pipeline of such
       Affiliate Transaction from a financial point of view issued by an
       accounting, appraisal or investment banking firm that is recognized
       nationally in the energy industry as an expert in rendering fairness
       opinions on transactions such as those proposed.

   The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

      (1)  any employment, equity award, equity option or equity appreciation
   agreement or plan entered into by Plains All American Pipeline or any of its
   Restricted Subsidiaries in the ordinary course of business of Plains All
   American Pipeline or such Restricted Subsidiary;

      (2)  Restricted Payments that are permitted by the provisions of the
   Indenture described above under the caption "--Restricted Payments";

      (3)  transactions effected in accordance with the terms of agreements as
   in effect on the Issue Date;

      (4)  transactions effected in accordance with the Marketing Agreement
   that are fair and reasonable to Plains All American Pipeline and its
   Restricted Subsidiaries;

      (5)  customary compensation, indemnification and other benefits made
   available to officers, directors or employees of Plains All American
   Pipeline, a Restricted Subsidiary of Plains All American Pipeline or the
   Managing General Partner, including reimbursement or advancement of
   out-of-pocket expenses and provisions of officers' and directors' liability
   insurance; and

      (6)  loans to officers and employees made in the ordinary course of
   business in an aggregate amount not to exceed $1.0 million at any one time
   outstanding.

  Additional Subsidiary Guarantees

   If any Restricted Subsidiary of Plains All American Pipeline that is not
then a Subsidiary Guarantor (a) guarantees Indebtedness of either of the
Issuers or any other Restricted Subsidiary or (b) incurs Indebtedness (other
than Permitted Debt described in clause (6), (7), (9), (10) or (11) of the
definition thereof), in either case after the Issue Date, then such Restricted
Subsidiary shall execute and deliver a supplemental indenture providing for the
guarantee of the payment of the notes by such Restricted Subsidiary.

  Designation of Restricted and Unrestricted Subsidiaries

   The Board of Directors of the Managing General Partner may designate any
Restricted Subsidiary of Plains All American Pipeline to be an Unrestricted
Subsidiary if that designation would not cause a Default or an Event of
Default. If a Restricted Subsidiary of Plains All American Pipeline is
designated as an Unrestricted Subsidiary, all outstanding Investments owned by
Plains All American Pipeline and its Restricted Subsidiaries in the Subsidiary
so designated will be deemed to be an Investment made as of the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of the covenant described above under the caption
"--Restricted Payments," for Permitted Investments or for Permitted Business
Investments, as applicable. All such outstanding Investments will be valued at
their fair market value at the time of such

                                      38



designation. That designation will only be permitted if such Restricted
Payment, Permitted Investment or Permitted Business Investment would be
permitted at that time and such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. All Subsidiaries of an Unrestricted
Subsidiary shall also be Unrestricted Subsidiaries. Upon the designation of a
Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted
Subsidiary, the Guarantee of such entity shall be released.

   The Board of Directors of the Managing General Partner may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if such designation
complies with the requirements of the Indenture described in the definition of
"Unrestricted Subsidiary."

  Sale and Lease-Back Transactions

   Plains All American Pipeline will not, and will not permit any of its
Restricted Subsidiaries to, enter into any sale and lease-back transaction;
provided that Plains All American Pipeline or any of its Restricted
Subsidiaries that is a Subsidiary Guarantor may enter into a sale and
lease-back transaction if:

      (1)  Plains All American Pipeline or that Subsidiary Guarantor, as
   applicable, could have (a) incurred Indebtedness in an amount equal to the
   Attributable Debt relating to such sale and lease-back transaction under the
   Fixed Charge Coverage Ratio test in the first paragraph of the covenant
   described above under the caption "--Incurrence of Indebtedness and Issuance
   of Disqualified Equity," and (b) incurred a Lien to secure such Indebtedness
   pursuant to the covenant described above under the caption "--Liens"; or

      (2)  the gross cash proceeds of that sale and lease-back transaction are
   at least equal to the fair market value, as determined in good faith by the
   Board of Directors, of the property that is the subject of such sale and
   lease-back transaction, and Plains All American Pipeline or such Subsidiary
   Guarantor applies such proceeds in compliance with the covenant described
   under "--Repurchase at the Option of Holders--Asset Sales."

  Business Activities; Restrictions on PAA Finance Corp.'s Indebtedness

   Plains All American Pipeline will not, and will not permit any of its
Restricted Subsidiaries to, materially or substantially engage in any business
other than Permitted Businesses. PAA Finance Corp. may not incur Indebtedness
unless (1) Plains All American Pipeline is a co-obligor or guarantor of such
Indebtedness or (2) the net proceeds of such Indebtedness are loaned to Plains
All American Pipeline, used to acquire outstanding debt securities issued by
Plains All American Pipeline or used to repay Indebtedness of Plains All
American Pipeline as permitted under the covenant described above under the
caption "--Incurrence of Indebtedness and Issuance of Disqualified Equity." PAA
Finance Corp. may not engage in any business not related directly or indirectly
to obtaining money or arranging financing for Plains All American Pipeline or
its Restricted Subsidiaries.

  Payments for Consent

   Plains All American Pipeline will not, and will not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder of notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of the Indenture or the notes unless such consideration is offered
to be paid and is paid to all holders of the notes that consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

  SEC Reports

   Notwithstanding that Plains All American Pipeline may not be required to
remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, Plains All American Pipeline will file with the SEC and provide
the trustee and holders with annual reports and such information, documents and
other reports specified in Sections 13 and 15(d) of the Exchange Act.

                                      39



  Covenant Termination

   In the event that at any time (a) the rating assigned to the notes by at
least two of S&P, Moody's or Fitch is an Investment Grade Rating and (b) no
Default has occurred and is continuing under the Indenture, the Issuers and
their Restricted Subsidiaries will no longer be subject to the provisions of
the Indenture described above under the caption "Repurchase at the Option of
the Holders--Asset Sales," the proviso to the definition of "Unrestricted
Subsidiary" and the following provisions of the Indenture described above under
the caption "--Covenants":

  .   "--Incurrence of Indebtedness and Issuance of Disqualified Equity,"

  .   "--Restricted Payments,"

  .   "--Dividend and Other Payment Restrictions Affecting Subsidiaries,"

  .   "--Transactions with Affiliates," and

  .   "--Business Activities; Restrictions on PAA Finance Corp.'s Indebtedness."

   However, the Issuers will remain subject to the provisions of the Indenture
described above under the caption "Repurchase at the Option of the
Holders--Change of Control," and the following provisions of the Indenture
described above under the caption "--Covenants":

  .   "--Liens,"

  .   "--Sale and Lease-Back Transactions" (other than the financial test set
      forth in clause (1)(a) of such covenant),

  .   "--Merger, Consolidation or Sale of Assets" (other than the financial
      tests set forth in clause (4) of such covenant),

  .   "--Additional Subsidiary Guarantees,"

  .   "--SEC Reports," and

  .   "--Payments for Consent."

Events of Default and Remedies

   Each of the following is an Event of Default:

      (1)  
      default for 60 days in the payment when due of interest on or
   Additional Interest with respect to, the notes;

      (2)  default in payment when due of the principal of

      (3)
      failure by us or, premium, if any,
   onso long as the notes at maturity, upon redemption or otherwise;

      (3)  failureare guaranteed by Plains All American Pipeline or any of its Restricted
   Subsidiaries to comply with the provisions described under the caption
   "--Repurchase at the Option of the Holders--Change of Control" or "--Asset
   Sales;"

      (4)  failurea subsidiary guarantor, by Plains All American Pipeline or any of its Restricted
   Subsidiariessuch subsidiary guarantor, for 30 days after receipt of notice from the trustee or the holders to comply with any of the other agreementsterm, covenant or warranty in the Indenture or the notes (provided that notice need not be given, and an Event of Default shallwill occur, 30 days after any breach of the covenants described under "--Covenants-- Restricted Payments," "--Incurrence of Indebtedness and
   Issuance of Disqualified Equity" and "--Merger, "—Consolidation, Merger or Sale of
   Assets"Sale");

      (5)  

      (4)
      default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtednessdebt for money borrowed by an Issuerof us or any of the Subsidiaries of Plains All American Pipeline's Restricted SubsidiariesPipeline (or the payment of which is guaranteed by Plains All American 40

Pipeline or any of its Restricted Subsidiaries), whether such Indebtednessdebt or guarantee now exists or is created after the date of the Indenture,Issue Date, if (a) that default:

          (a)default (x) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtednessdebt prior to the expiration of theany grace period provided in such Indebtedness on the date of such defaultdebt (a "Payment Default"), or (b)(y) results in the acceleration of the maturity
    25
        of such Indebtednessdebt to a date prior to its expressoriginally stated maturity, and, (b) in each case described in clauses (x) or (y) above, the principal amount of any such Indebtedness,debt, together with the principal amount of any other such Indebtednessdebt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0$25 million or more; provided further, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtednessdebt is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

      (6)  failure
      (5)
      specified events in bankruptcy, insolvency or reorganization of us or, so long as the notes are guaranteed by an Issuer or any of Plains All American Pipeline's
   Restricted Subsidiaries to pay final judgments aggregating in excess of
   $10.0 million, which judgmentsa subsidiary guarantor, by such subsidiary guarantor;

      (6)
      so long as the notes are not paid, discharged or stayed forguaranteed by a period of 60 days;

      (7)  except as permittedsubsidiary guarantor:

      (a)
      the guarantee by the Indenture, any Guarantee shall be held in
   any judicial proceeding to be unenforceable or invalid or shall cease for
   any reasonsuch subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the Indenture;

      (b)
      the guarantee by such subsidiary guarantor is declared null and void in a judicial proceeding; or

      (c)
      such subsidiary guarantor denies or any Subsidiary Guarantor, or
   any Person acting on behalf of any Subsidiary Guarantor, shall deny or
   disaffirmdisaffirms its obligations under the indenture or its Guarantee; and

      (8)  certain events of bankruptcy or insolvency with respect to an Issuer
   or any of Plains All American Pipeline's Restricted Subsidiaries that is a
   Significant Subsidiary or any group of Restricted Subsidiaries that, taken
   together, would constitute a Significant Subsidiary.guarantee.
            In the case of an Event of Default arising from certain events of bankruptcy, insolvency or insolvency,reorganization involving us, but not any subsidiary guarantor, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trusteetrustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

   Holders
    Consolidation, Merger or Sale
            We will not merge, amalgamate or consolidate with or into any other Person or sell, convey, lease, transfer or otherwise dispose of all or substantially all of our assets to any Person, whether in a single transaction or series of related transactions, except in accordance with the provisions of our partnership agreement, and unless:
      •
      we are the surviving Person in the case of a merger, or the surviving Person:

    •
    is a partnership, limited liability company or corporation organized under the laws of the notes may not enforce the IndentureUnited States, a state thereof or the notes except asDistrict of Columbia, provided in the Indenture. Subject to certain limitations, holders of a
majority in principal amount of the then outstanding notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
holders of the notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal,
premium, if any, interest or Additional Interest, if any) if it determines that
withholding notice is in their interest.

   The holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the Trustee may on behalf of the holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest (or Additional Interest or premium, if any) on, or the principal of,
the notes.

   The Issuers and the Subsidiary Guarantors are required to deliver to the
Trustee annually a statement regarding compliance with the Indenture. Upon any
officer of the Managing General Partner or PAA Finance Corp. becoming aware of
any Defaultmay not merge, amalgamate or Event of Default, the Issuers are required to deliverconsolidate with or into another Person other than a corporation satisfying such requirement for so long as Plains All American Pipeline is not a corporation; and

    •
    expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employeestrustee, the due and Unitholders

   No past, present or future director, officer, partner, employee,
incorporator, manager, stockholder, unitholder or member of the Issuers, the
General Partner, the Managing General Partner or any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Issuers or the
Subsidiary Guarantors under

                                      41



the notes, the Indenture, the Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each holder of notes
by accepting a note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the notes. The waiver may
not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   The Issuers may, at their option and at any time, elect to have all of the
Issuers' obligations discharged with respect to the outstanding notes and all
obligations of the Subsidiary Guarantors discharged with respect to their
Guarantees ("Legal Defeasance"), except for:

      (1)  the rights of holders of outstanding notes to receive payments in
   respectpunctual payment of the principal of, premium, if any, and interest and Additional
   Interest, if any, on such notes when such payments are due (but notall of the
   Change of Control Payment or the payment pursuant to an Asset Sale Offer)
   from the trust referred to below;

      (2)  the Issuers' obligations with respect to the notes concerning
   issuing temporary notes, registration of notes, mutilated, destroyed, lost
   or stolen notes, and the maintenancedue and punctual performance or observance of an office or agency for payment and
   money for security payments held in trust;

      (3)all the rights, powers, trusts, duties and immunities of the Trustee,
   and the Issuers'other obligations in connection therewith;

      (4)  the Legal Defeasance provisions of the Indenture; and

      (5)  the Issuers' rights of optional redemption.

   In addition, the Issuers may, at their option and at any time, elect to have
the obligations of the Issuers and the Subsidiary Guarantors released with
respect to certain covenants that are described inunder the Indenture ("Covenant
Defeasance") and thereafter any omission to comply with those covenants shall
not constitute a Defaultbe performed or Event of Default with respectobserved by us;

    •
    immediately after giving effect to the notes. In the
event Covenant Defeasance occurs, certain events (not including nonpayment,
bankruptcy, receivership, rehabilitation and insolvency events) described under
"Eventstransaction or series of Default and Remedies" will no longer constitute an Event of Default
with respect to the notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1)  the Issuers must irrevocably deposit with the Trustee, in trust, for
   the benefit of the holders of the notes, cash in U.S. dollars, U.S.
   Government Obligations, or a combination thereof, in such amounts as will be
   sufficient, in the written opinion of a nationally recognized firm of
   independent public accountants, to pay the principal of, premium, if any,
   interest and Additional Interest, if any, on the outstanding notes at the
   Stated Maturity thereof or on the applicable redemption date, as the case
   may be, and the Issuers must specify whether the notes are being defeased to
   maturity or to a particular redemption date;

      (2)  in the case of Legal Defeasance, the Issuers shall have delivered to
   the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
   confirming that (a) the Issuers have received from, or there has been
   published by, the Internal Revenue Service a ruling or (b) since the date of
   the Indenture, there has been a change in the applicable federal income tax
   law, in either case to the effect that, and based thereon such Opinion of
   Counsel shall confirm that, the holders of the outstanding notes will not
   recognize income, gain or loss for federal income tax purposes as a result
   of such Legal Defeasance and will be subject to federal income tax on the
   same amounts, in the same manner and at the same times as would have been
   the case if such Legal Defeasance had not occurred;

      (3)  in the case of Covenant Defeasance, the Issuers shall have delivered
   to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
   confirming that the holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Covenant Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Covenant Defeasance had not occurred;

                                      42



      (4)transactions, no Default or Event of Default has occurred and is continuing;

    •
    if we are not the surviving Person, then each subsidiary guarantor, unless such subsidiary guarantor is the Person with which we have consummated a transaction under this provision, shall have occurred and be continuing
   either (a) on the date of such deposit (other than a Default or Event of
   Default resulting from the incurrence of Indebtedness all or a portionconfirmed that its guarantee of the proceeds of whichnotes shall be appliedcontinue to such deposit); or (b) insofar as
   Events of Default from bankruptcy or insolvency events are concerned, at any
   time inapply to the period ending onobligations under the 91st day afternotes and the date of deposit;

      (5)  such Legal Defeasance or Covenant Defeasance will not result in a
   breach or violation of, or constitute a default under, any material
   agreement or instrument (other than the Indenture) to which Plains All
   American Pipeline or any of its Restricted Subsidiaries is a party or by
   which Plains All American Pipeline or any of its Restricted Subsidiaries is
   bound;

      (6)  the Issuers mustIndenture; and
    26
        •
        we have delivered to the Trusteetrustee an Opinionofficers' certificate and opinion of Counselcounsel, each stating that the merger, amalgamation, consolidation, sale, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required, the supplemental indenture, comply with the Indenture and all other conditions precedent to the effect that aftertransaction have been complied with.
      Thereafter, the 91st day followingsurviving Person will be substituted for us under the deposit,Indenture. If we sell or otherwise dispose of (except by lease) all or substantially all of our assets and the trust fundsabove stated requirements are satisfied, we will be released from all our liabilities and obligations under the Indenture. If we lease all or substantially all of our assets, we will not be subject toso released from our obligations under the effect of any applicable bankruptcy, insolvency,
   reorganization or similar laws affecting creditors' rights generally;

      (7)  the Issuers must deliver to the Trustee an Officers' Certificate
   stating that the deposit was not made by the Issuers with the intent of
   preferring the holders of notes over the other creditorsIndenture.
      Modification of the Issuers withIndenture
              Generally, we, the intent of defeating, hindering, delaying or defrauding other creditors
   of the Issuers; and

      (8)  the Issuers must deliver to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that all conditions precedent relating
   to the defeasance have been complied with.

Amendment, Supplement and Waiver

   Generally, the Issuers, the Subsidiary Guarantorssubsidiary guarantors and the Trusteetrustee may amend or supplement the Indenture, the Guaranteesguarantees and the notes with the written consent of the holders of at least a majority in principal amount of the notes then outstanding, including provisions relating to the covenants described
above under the caption "--Repurchase at the Option of Holders."outstanding. However, without the consent of each holder affected, an amendment, supplement or waiver may not (with respect to any notes held by a nonconsenting holder):

      (1)  
        •
        reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

      (2)  

        •
        reduce the principal of or change the fixed maturity of any note;

      (3)  

        •
        reduce or waive the premium payable upon redemption or alter or waive the provisions with respect to the redemption of the notes (other than
   provisions relating to the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (4)  notes;

        •
        reduce the rate of or change the time for payment of interest on any note;

      (5)  

        •
        waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on, or Additional Interest, if any, with
   respect to, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

      (6)  

        •
        release any security that may have been granted with respect to the notes;

      (7)  

        •
        make any note payable in currency other than that stated in the notes;

      (8)  

        •
        make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of or premium, if any, interest or Additional
   Interest, if any,interest on the notes;

      (9) waive a redemption payment with respect to any note (other than a
   payment required by one of the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (10)  note;

        •
        except as otherwise permitted in the Indenture, release any Subsidiary Guarantorsubsidiary guarantor from its obligations under its Guaranteeguarantee or the Indenture or change any Guaranteeguarantee in any manner that would adversely affect the rights of holders; or

                                      43



      (11)  

        •
        make any change in the preceding amendment, supplement and waiver provisions (except to increase any percentage set forth therein).
              Notwithstanding the foregoing,preceding, without the consent of any holder of notes, we, the Issuers, the Subsidiary Guarantorssubsidiary guarantors and the Trusteetrustee may amend or supplement the Indenture or the notes:

      (1)  
        •
        to cure any ambiguity, defect or inconsistency;

      (2)  

        •
        to provide for uncertificated notes in addition to or in place of certificated notes;

      (3)  

        •
        to provide for the assumption of an Issuer'sour or Subsidiary
   Guarantor'sa subsidiary guarantor's obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of our or such Issuer's or
   Subsidiary Guarantor'ssubsidiary guarantor's assets;

      (4)  
      27
          •
          to add or release Subsidiary Guarantorssubsidiary guarantors as permitted pursuant to the terms of the
   Indenture;

      (5)  a supplemental indenture (please read "—The Guarantees");

          •
          to make any changes that would provide any additional rights or benefits to the holders of notes that do not, taken as a whole, adversely affect the rights under the Indenture of any holder of the notes;

      (6)  

          •
          to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

      (7)  

          •
          to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee;

      (8)  trustee;

          •
          to add any additional Events of Default; or

      (9)  

          •
          to secure the notes and/or the Guarantees.

Concerningguarantees; or

          •
          to establish the Trustee

   Ifform or terms of any other series of debt securities under the Trustee becomes a creditorBase Indenture.

        Covenants
          Limitations on Liens
                We will not, nor will we permit any Subsidiary to, create, assume, incur or suffer to exist any lien upon any Principal Property or upon any Capital Interests of an Issuerany Restricted Subsidiary, whether owned or leased or hereafter acquired, to secure any of our debt or any Subsidiary Guarantor,
the Indenture limits its right to obtain payment of claims in certain cases, or
to realize on certain property received in respect of any such claim as
security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest and a Default
occurs it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue or resign.

   The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur and be continuing, the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent person in the conduct of his
own affairs. Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any holder of notes, unless such holder shall have offered to the
Trustee security or indemnity satisfactory to it against any cost, liability or
expense.

Definitions

   Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided:

   "Acquired Debt" means, with respect to any specified Person:

      (1)  Indebtednessdebt of any other Person (other than debt securities issued under the Indenture), without in any such case making effective provision whereby all of the notes shall be secured equally and ratably with, or prior to, such debt so long as such debt shall be so secured. The following are excluded from this restriction:
          •
          Permitted Liens;

          •
          any lien upon any property or assets created at the time of acquisition of such property or assets by us or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition;

          •
          any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose;

          •
          any lien upon any property or assets existing thereon at the time of the acquisition thereof by us or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by us or any Restricted Subsidiary); provided, however, that such lien only encumbers the property or assets so acquired;

          •
          any lien upon any property or assets of a Person existing thereon at the time such other
   Person is merged withbecomes a Restricted Subsidiary by acquisition, merger or intootherwise; provided, however, that such lien only encumbers the property or became a Subsidiaryassets of such specified
   Person whetherat the time such Person becomes a Restricted Subsidiary;

          •
          any lien upon any of our property or assets or the property or assets of any Restricted Subsidiary in existence on the Issue Date or provided for pursuant to agreements existing on the Issue Date;
        28
            •
            liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other court-ordered award or settlement as to which we or the applicable Restricted Subsidiary has not exhausted its appellate rights;

            •
            any extension, renewal, refinancing, refunding or replacement, or successive extensions, renewals, refinancings, refundings or replacements of liens, in whole or in part, referred to above; provided, however, that any such Indebtedness isextension, renewal, refinancing, refunding or replacement lien shall be limited to the property or assets covered by the lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement lien shall be in an amount not greater than the amount of the obligations secured by the lien extended, renewed, refinanced, refunded or replaced and any of our expenses and the expenses of the Restricted Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or

            •
            any lien resulting from the deposit of moneys or evidence of indebtedness in contemplationtrust for the purpose of defeasing our debt or debt of any Restricted Subsidiary.
                  Notwithstanding the preceding, we may, and may permit any Restricted Subsidiary to, create, assume, incur, or suffer to exist any lien upon any Principal Property or Capital Interests of a Restricted Subsidiary to secure our debt or debt of any Person (other than debt securities issued under the Indenture), that is not excepted above without securing the notes, provided that the aggregate principal amount of all debt then outstanding secured by such lien and all other Person mergingliens not excepted above, together with all Attributable Indebtedness from Sale-leaseback Transactions, excluding Sale-leaseback Transactions permitted under "—Limitations on Sale-Leasebacks," does not exceed 10% of Consolidated Net Tangible Assets.
            Limitations on Sale-Leasebacks
                  We will not, and will not permit any Subsidiary to, engage in a Sale-leaseback Transaction, unless:
            •
            such Sale-leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or into,the date of the completion of construction, development or becomingsubstantial repair or improvement, or commencement of full operations on such Principal Property, whichever is later;

            •
            the Sale-leaseback Transaction involves a lease for a period, including renewals, of not more than three years;

            •
            the Attributable Indebtedness from that Sale-leaseback Transaction is an amount equal to or less than the amount that we or such Subsidiary of, such specified Person, but excluding Indebtedness which is
   extinguished, retired or repaid in connection with such Person merging with
   or becoming a Subsidiary of such specified Person; and

                                      44



      (2)  Indebtednesswould be allowed to incur as debt secured by a Lien encumbering any asset acquired bylien on the Principal Property subject thereto without equally and ratably securing the notes; or

            •
            we or such specified Person.

   "Affiliate"Subsidiary, within a one-year period after such Sale-leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any specified Person meansPari Passu Debt of us or any other Person, directlySubsidiary, or indirectly, controlling(B) the expenditure or controlled byexpenditures for Principal Property used or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a specified Person shall be deemed to be control by the
other Person; provided, further, that any third Person which also beneficially
owns 10% or more of the Voting Stock of a specified Person shall not be deemed
to be an Affiliate of either the specified Person or the other Person merely
because of such common ownership in such specified Person. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings. Notwithstanding the preceding, the term
"Affiliate" shall not include a Restricted Subsidiary of any specified Person.

   "Asset Sale" means:

      (1)  the sale, lease, conveyance or other disposition of any assets or
   rights, other than dispositions of inventory and obsolete equipmentused in the ordinary course of business; provided that the sale, conveyance or other
   disposition of all or substantially all of the assetsbusiness of Plains All American Pipeline or Plains All American Pipeline and its Restricted Subsidiaries
   taken as a whole shall be governed by the provisions of the Indenture
   described above under the caption "--Repurchase at the Option of the
   Holders--Change of Control," and/or the provisions described above under the
   caption "--Covenants--Merger, Consolidation or Sale of Assets" and not by
   the provisions of the Asset Sale covenant; and

      (2)  the issuance of Equity Interests by any of Plains All American
   Pipeline's Restricted Subsidiaries or the sale by Plains All American
   Pipeline or anythat of its Restricted Subsidiaries of Equity Interests in any of
   its Restricted Subsidiaries.
                  Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales:

      (1)we may, and may permit any single transaction or series of related transactions that: (a)
   involves assets having a fair market value of less than $5.0 million; or (b)
   results in Net Proceeds to Plains All American Pipeline and its Restricted
   Subsidiaries of less than $5.0 million;

      (2)  a transfer of assets or Equity Interests in a Restricted Subsidiary
   of Plains All American Pipeline between or among Plains All American
   Pipeline and its Restricted Subsidiaries;

      (3)  an issuance of Equity Interests by a Restricted Subsidiary of Plains All American Pipeline to, effect any Sale-leaseback Transaction that is not excepted above, provided that the Attributable Indebtedness from such Sale-leaseback Transaction, together with the aggregate principal amount of then outstanding debt (other than debt securities issued under the Indenture) secured by liens upon Principal Properties not excepted in "—Limitations on Liens," do not exceed 10% of Consolidated Net Tangible Assets.
          29
                   These limitations on Sale-leaseback Transactions are less restrictive than the restrictions on Sale-leaseback Transactions applicable to our existing senior notes.
          SEC Reports
                  Regardless of whether Plains All American Pipeline is required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it will electronically file with the SEC, so long as the notes are outstanding, the annual, quarterly and other periodic reports that it is required to another
   Restricted Subsidiary thatfile (or would otherwise be required to file) with the SEC pursuant to Sections 13 and 15(d) of the Exchange Act, and such documents will be filed with the SEC on or prior to the respective dates (the "Required Filing Dates") by which it is wholly owned, directly or indirectly, by
   Plains All American Pipeline;

      (4)  a Restricted Payment that isrequired to file (or would otherwise be required to file) such documents, unless, in each case, such filings are not then permitted by the covenant described
   aboveSEC.
                  If such filings are not then permitted by the SEC, or such filings are not generally available on the Internet free of charge, we will provide the trustee with, and the trustee will mail to any holder of notes requesting in writing to the trustee copies of, such annual, quarterly and other periodic reports specified in Sections 13 and 15(d) of the Exchange Act within 15 days after its Required Filing Date.
                  In addition, we will furnish to the holders of notes and to prospective investors, upon the requests of holders of notes, any information required to be delivered pursuant to Rule 144A(d)(4) under the caption "--Covenants--Restricted Payments";

      (5)Securities Act, so long as the notes are not freely transferable under the Securities Act.
          Defeasance and Discharge
                  We may choose to either discharge our obligations under the notes in a legal defeasance, or to release ourselves from our covenant restrictions under the notes in a covenant defeasance. We may do so at any transaction whereby assetstime (provided certain other conditions contained in the Indenture are met) after we deposit with the trustee sufficient cash or rights (including (a) Equity
   Interestsgovernment securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or redemption date of the notes.
                  If we choose the legal defeasance option, the holders of notes will not be entitled to the benefits of the Indenture except for registration of transfer and exchange of notes, replacement of lost, stolen, destroyed or mutilated notes, receipt of principal and interest on the original stated due dates and other specified provisions in any Subsidiarythe Indenture.
                  We may discharge our obligations under the Indenture or Joint Venture and (b)release ourselves from covenant restrictions only if, in addition to making the deposit with the trustee, we meet some specific requirements. Among other things:
            •
            we must deliver an opinion of our legal counsel that the discharge or release will not result in holders having to recognize income, gain or loss for federal income tax purposes. In the case of legal defeasance, this opinion must be based on either an exchangeIRS letter ruling or change in federal tax law;

            •
            we may not have a contribution for tangible assets, up to 25%Default or Event of Default on the notes discharged on the date of deposit or, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the formperiod ending on the 91st day after the date of cash, Cash Equivalents, accounts receivabledeposit; and

            •
            the discharge may not violate any of our agreements other than the notes and the Indenture.
          Concerning the Trustee
                  Wachovia Bank, National Association, acts as indenture trustee, security registrar and paying agent with respect to the notes. The trustee makes no representation or other current assets), owned
   by Plains All American Pipelinewarranty, express or implied, as to the accuracy or completeness of any information contained in this prospectus, except for such information that specifically pertains to the trustee, or any of its Restricted Subsidiariesinformation incorporated by reference.
          30

          Governing Law
                  The Indenture and the notes are exchanged or contributed for the Equity Interests of a Joint Venture or
   Unrestricted Subsidiary in a transaction that satisfies the requirements of
   Permitted Business Investment or for other assets (not more than 25% of
   which consists of cash, Cash Equivalents, accounts receivable or other
   current assets) or rights (including Equity Interests in any Subsidiary or
   Joint Venture) so long as (i) the fair market value of the assets or rights
   (if other than a Permitted Business Investment) received is substantially
   equivalent to the fair market value of the assets or properties given up,governed by and (ii) any cash received in such exchange or contribution by Plains All
   American Pipeline or any of its Restricted Subsidiaries is appliedwill be construed in accordance with the foregoing "--Repurchase at the Optionlaws of the Holders--Asset Sales" covenant;

                                      45



      (6)State of New York.
          Definitions
                  "Attributable Indebtedness," when used with respect to any sale, transfer or other disposition of cash or Cash Equivalents,
   Hedging Obligations or other financial instruments in the ordinary course of
   business;

      (7)  the creation or perfection of a Lien on any properties or assets (or
   any income or profit therefrom) of Plains All American Pipeline or any of
   its Restricted Subsidiaries that is not prohibited by the covenant described
   under the caption "--Covenants--Liens";

      (8)  the surrender or waiver of contract rights or the settlement,
   release or surrender of contractual, non-contractual or other claims of any
   kind; and

      (9)  the grant in the ordinary course of business of any non-exclusive
   license of patents, trademarks, registrations therefor and other similar
   intellectual property.

   "Attributable Debt" in respect of a sale and lease-back transactionSale-leaseback Transaction, means, as at the time of determination, the present value, discounted at the rate set forth or implicit in the terms of the obligationlease included in such transaction, of the total obligations of the lessee for net rental payments, other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights during the remaining term of the lease included in such sale and lease-back transactionSale-leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP. As used in
the preceding sentence, the "net rental payments" under any lease for any such
period shall mean the sum of rental and other payments required to be paid with
respect to such period by the lessee thereunder, excluding any amounts required
to be paid by such lessee on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges. In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination payment, such net rental
paymentamount shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated, in which case the amount shall also include the amount of suchthe penalty or termination payment, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

   "Available Cash" hasterminated, or the meaning assigned toamount determined assuming no such term in the Partnership
Agreement, as in effect on the datetermination.
                  "Board of the Indenture.

   "Board of Directors"Directors" means (a) with respect to Plains All American Pipeline, the board of directors of the Managing General Partner, and (b) with respect to PAA Finance Corp., its board of directors or, in each case, with respect to any determination or resolution permitted to be made under the Indenture, any authorized committee or subcommittee of such board.

   "Board Resolution"
                  "Capital Interests" means a copy of a resolution certified by the appropriate
person to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification.

   "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet of the
lessee in accordance with GAAP.

   "Cash Equivalent" means:

      (1)  United States or Canadian dollars or, in an amount up to the amount
   necessary or appropriate to fund local operating expenses, other currencies;

      (2)  securities issued or directly and fully guaranteed or insured by the
   government of the United States of America or any other country whose
   sovereign debt has a rating of at least A3 from Moody's and at least A- from
   S&P or any agency or instrumentality of any such government (provided that
   the full faith and credit of such government is pledged in support thereof),
   in each case having maturities of not more than one year from the date of
   acquisition;

      (3)  certificates of deposit, time deposits and Eurodollar deposits with
   maturities of one year or less from the date of acquisition, bankers'
   acceptances with maturities not exceeding 365 days, demand and overnight
   bank deposits and other similar types of investments routinely offered by
   commercial banks, in each case, with any lender under the Partnership Credit
   Facilities or any commercial bank having capital and surplus in excess of
   $500.0 million and a Thompson Bank Watch Rating of "B" or better;

                                      46



      (4)  repurchase obligations with a term of not more than seven days for
   underlying securities of the types described in clauses (2) and (3) above
   entered into with any financial institution meeting the qualifications
   specified in clause (3) above;

      (5)  commercial paper having one of the two highest ratings obtainable
   from Moody's or S&P and in each case maturing within 270 days after the date
   of acquisition;

      (6)  deposits available for withdrawal on demand with any commercial bank
   not meeting the qualifications specified in clause (3) above, provided that
   all such deposits are made in the ordinary course of business, do not remain
   on deposit for more than 30 consecutive days and do not exceed $10.0 million
   in the aggregate at any one time; and

      (7)  money market funds substantially all of the assets of which
   constitute Cash Equivalents of the kinds described in clauses (1) through
   (5) of this definition.

   "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor statute.

   "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus:

      (1)  an amount equal to the dividends or distributions paid during such
   period in cash or Cash Equivalents to such Person or any of its Restricted
   Subsidiaries by a Person that is not a Restricted Subsidiary of such Person;
   plus

      (2)  an amount equal to any extraordinary loss of such Person and its
   Restricted Subsidiaries plus any net loss realized by such Person and its
   Restricted Subsidiaries in connection with an Asset Sale, disposition of any
   securities or extinguishment of Indebtedness, to the extent such losses were
   deducted in computing such Consolidated Net Income; plus

      (3)  the provision for taxes based on income or profits of such Person
   and its Restricted Subsidiaries for such period or foreign withholding
   taxes, to the extent that such provision for taxes was deducted in computing
   such Consolidated Net Income; plus

      (4)  the consolidated interest expense of such Person and its Restricted
   Subsidiaries for such period, whether paid or accrued (including, without
   limitation, amortization of debt issuance costs and original issue discount,
   non-cash interest payments, the interest component of any deferred payment
   obligations, the interest component of all payments associated with Capital
   Lease Obligations, imputed interest with respect to Attributable Debt,
   commissions, discounts and other fees and charges incurred in respect of
   letter of credit or bankers' acceptance financings, and net payments, if
   any, pursuant to Hedging Obligations), to the extent that any such expense
   was deducted in computing such Consolidated Net Income, excluding any such
   expenses to the extent incurred by a Person that is not a Restricted
   Subsidiary of the Person for which the calculation is being made; plus

      (5)  depreciation, depletion and amortization (including amortization of
   goodwill and other intangibles but excluding amortization of prepaid cash
   expenses that were paid in a prior period) and other non-cash expenses
   (excluding any such non-cash expense to the extent that it represents an
   accrual of or reserve for cash expenses in any future period or amortization
   of a prepaid cash expense that was paid in a prior period) of such Person
   and its Restricted Subsidiaries for such period to the extent that such
   depreciation, amortization and other non-cash expenses were deducted in
   computing such Consolidated Net Income (excluding any such expenses to the
   extent incurred by a Person that is neither an Issuer nor a Restricted
   Subsidiary of an Issuer); minus

      (6)  non-cash items increasing such Consolidated Net Income for such
   period, other than items that were accrued in the ordinary course of
   business,

in each case, on a consolidated basis and determined in accordance with GAAP.

                                      47



   Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash charges
of, a Restricted Subsidiary of Plains All American Pipeline shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of Plains All
American Pipeline only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended or distributed to
Plains All American Pipeline by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its
stockholders, partners or members.

   "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

      (1)  the aggregate Net Income (but not net loss in excess of such
   aggregate Net Income) of all Persons that are Unrestricted Subsidiaries
   shall be excluded (without duplication);

      (2)  the earnings included therein attributable to all entities that are
   accounted for by the equity method of accounting and the aggregate Net
   Income (but not net loss in excess of such aggregate Net Income) included
   therein attributable to all entities constituting Joint Ventures that are
   accounted for on a consolidated basis (rather than by the equity method of
   accounting) shall be excluded;

      (3)  the Net Income of any Restricted Subsidiary shall be excluded to the
   extent that the declaration or payment of dividends or similar distributions
   by that Restricted Subsidiary of that Net Income is not at the date of
   determination permitted without any prior governmental approval (that has
   not been obtained) or, directly or indirectly, by operation of the terms of
   its charter or any agreement (other than the Indenture or its Guarantee),
   instrument, judgment, decree, order, statute, rule or governmental
   regulation applicable to that Restricted Subsidiary or its stockholders,
   partners or members;

      (4)  the Net Income of any Person acquired in a pooling of interests
   transaction for any period prior to the date of such acquisition shall be
   excluded;

      (5)  the cumulative effect of a change in accounting principles shall be
   excluded; and

      (6)  unrealized losses and gains under derivative instruments included in
   the determination of Consolidated Net Income, including, without limitation
   those resulting from the application of Statement of Financial Accounting
   Standards No. 133 or EITF 98-10 shall be excluded.

   "Consolidated Net Tangible Assets" means, with respect to any Person at any
date of determination, the aggregate amount of total assets included in such
Person's most recent quarterly or annual consolidated balance sheet prepared in
accordance with GAAP less applicable reserves reflected in such balance sheet,
after deducting the following amounts: (i) all current liabilities reflected in
such balance sheet, and (ii) all goodwill, trademarks, patents, unamortized
debt discounts and expenses and other like intangibles reflected in such
balance sheet.

   "Contango Market Transaction" means a transaction in which Plains All
American Pipeline or any of its Restricted Subsidiaries establishes a position
using New York Mercantile Exchange Crude Oil Futures contracts to purchase
Hydrocarbons for future delivery to Plains All American Pipeline or such
Restricted Subsidiary, and contemporaneously with such purchase transaction
either (1) establishes one or more positions using New York Mercantile Exchange
Crude Oil Futures contracts to resell at a date after such delivery date, or
(2) enters into a contract with that Person or another Person to resell at a
date after such delivery date, a similar aggregate quantity and quality of
Hydrocarbons as so purchased by Plains All American Pipeline or such Restricted
Subsidiary, as applicable, and at an aggregate price greater than the
Indebtedness incurred for the Hydrocarbons so purchased by Plains All American
Pipeline or such Restricted Subsidiary.

   "Credit Facilities" means, with respect to Plains All American Pipeline, PAA
Finance Corp. or any Restricted Subsidiary of Plains All American Pipeline, one
or more debt, letter of credit or bankers' acceptances

                                      48



facilities or commercial paper facilities, including the Partnership Credit
Facilities, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such
receivables), bankers' acceptances or letters of credit, in each case, as
amended, supplemented, restated, modified, renewed, rearranged, increased,
refunded, replaced or refinanced in whole or in part from time to time.

   "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

   "Disqualified Equity" means any Equity Interest that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date on which the notes
mature. Notwithstanding the preceding sentence, any Equity Interest that would
constitute Disqualified Equity solely because the holders thereof have the
right to require Plains All American Pipeline or a Restricted Subsidiary of
Plains All American Pipeline to repurchase such Equity Interests upon the
occurrence of a change of control or an asset sale shall not constitute
Disqualified Equity if the terms of such Equity Interests provide that Plains
All American Pipeline or such Restricted Subsidiary may not repurchase or
redeem any such Equity Interests pursuant to such provisions unless such
repurchase or redemption complies with the covenant described above under the
caption "--Covenants--Restricted Payments."

   "Equity Interests" means:

      (1)  in the case of a corporation, corporate stock;

      (2)  in the case of an association or a business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

      (3)  in the case of acapital stock, including, without limitation, with respect to partnerships, partnership or limited liability company,
   partnership or membership interests (whether general or limited);

      (4) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such Person.
                  "Consolidated Net Tangible Assets" means, at any date of determination, the issuing Person; and

      (5)  total amount of assets after deducting therefrom:
            (1)
            all warrants, optionscurrent liabilities excluding:

            (a)
            any current liabilities that by their terms are extendible or other rights to acquire anyrenewable at the option of the interests described in clauses (1) through (4) above (but excludingobligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed; and

            (b)
            current maturities of long-term debt; and

            (2)
            the amount, net of any debt
   security that is convertible into, or exchangeable for, anyapplicable reserves, of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth on the interests
   described in clauses (1) through (4) above).

   "Equity Offering" means any sale for cash of Equity Interestsconsolidated balance sheet of Plains All American Pipeline or any Restricted Subsidiary of Plains All American Pipeline
(excluding sales made to any Restricted Subsidiary and excluding sales of
Disqualified Equity) (a) to the public pursuant to an effective registration
underfor its most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles.
                  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
                  "Funded Debt" means all debt maturing one year or (b) in a private placement pursuant to an exemptionmore from the registration requirements of the Securities Act.

   "Existing Indebtedness" means the aggregate principal amount of Indebtedness
of Plains All American Pipeline and its Restricted Subsidiaries in existence on the date of the Indenture.

   "Fitch" means Fitch, Inc.creation thereof, all debt directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any successorinstrument or agreement relating thereto, to a date one year or more from the rating agency business
thereof.

   "Fixed Charges"date of the creation thereof, and all debt under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more.
          31

                  "Issue Date" means with respect to any Person, for any period, the aggregate amount of (1) interest, whether expensed or capitalized, paid,
accrued or scheduled to be paid or accrued during such period (except to the
extent accrued in a prior period) in respect of all Indebtedness of such Person
and its consolidated Restricted Subsidiaries (including (a) original issue
discount on any Indebtedness and (b) the interest portion of all deferred
payment obligations, calculated in accordance with the effective interest
method, in each case to the extent

                                      49



attributable to such period), (2) charges incurred in respect of letter of
credit or bankers' acceptance financings, and (3) dividend requirements on
Disqualified Equity of such Person and its consolidated Restricted Subsidiaries
(whether in cash or otherwise (non-cash dividends being valued as determined in
good faith by the Board of Directors of such Person, as evidenced by a Board
Resolution)) paid, accrued or scheduled to be paid or accrued during such
period (except to the extent accrued in a prior period) and excluding items
eliminated in consolidation.

   For purposes of the definition of Fixed Charges, (a) interest on a Capital
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by such Person to be the rate of interest implicit in such Capital
Lease Obligation in accordance with GAAP; (b) interest on Indebtedness that is
determined on a fluctuating basis shall be deemed to have accrued at a fixed
rate per annum equal to the rate of interest of such Indebtedness in effect on
the date Fixed Charges are being calculated, subject to the proviso in clause
(c); (c) interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon
the rate actually chosen, or, if none, then based upon such optional rate
chosen as the Managing General Partner may designate (provided that, for the
period followingnotes, the date on which the rate actually chosen ceases to be in
effect, the notes were initially issued, December 10, 2003.
                  "Managing General Partner may designate an optional rate other than
that actually chosen, which optional rate shall be deemed to accrue at a fixed
rate per annum equal to the rate of interest on such optional rate in effect on
the date Fixed Charges are being calculated); and (d) Fixed Charges shall be
increased or reduced by the net cost (including amortization of discount) or
benefit associated with obligations pursuant to Hedging Obligations
attributable to such period.

   "Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of (1) the Consolidated Cash Flow of such Person and
its Restricted Subsidiaries for such period (the "Pro Forma Period") consisting
of the most recent four full fiscal quarters for which financial information in
respect thereof is available immediately prior to the date of the transaction
giving rise to the need to calculate the Fixed Charge Coverage Ratio (the
"Transaction Date") to (2) the aggregate Fixed Charges that such Person will
accrue during the fiscal quarter in which the Transaction Date occurs and the
three fiscal quarters immediately subsequent to such fiscal quarter on the
aggregate amount of Indebtedness outstanding on the Transaction Date, including
any Indebtedness proposed to be incurred on such date and excluding any
Indebtedness repaid with the proceeds of such Indebtedness (as though all such
Indebtedness was incurred or repaid on the first day of the quarter in which
the Transaction Date occurred).

   In addition to, but without duplication of, the preceding paragraph, for
purposes of this definition Consolidated Cash Flow shall be calculated after
giving effect (without duplication), on a pro forma basis for the Pro Forma
Period (but no longer), to:

      (1)  any Investment, during the period commencing on the first day of the
   Pro Forma Period to and including the Transaction Date (the "Reference
   Period"), in any other Person that, as a result of such Investment, becomes
   a Restricted Subsidiary of such Person;

      (2)  the acquisition, during the Reference Period (by merger,
   consolidation or purchase of stock or assets) of any business or assets,
   which acquisition is not prohibited by the Indenture, including but not
   limited to Permitted Business Investments held by such Person or any
   Restricted Subsidiary of such Person, as if such acquisition had occurred on
   the first day of the Reference Period;

      (3)  any sales or other dispositions of assets by such Person or any
   Restricted Subsidiary of such Person occurring during the Reference Period,
   in each case as if such incurrence, Investment, repayment, acquisition or
   assets sale had occurred on the first day of the Reference Period; and

      (4)  interest income reasonably anticipated by such Person to be received
   during the Pro Forma Period from cash or Cash Equivalents held by such
   Person or any Restricted Subsidiary of such Person, which cash or Cash
   Equivalents exist on the Transaction Date or will exist as a result of the
   transaction giving rise to the need to calculate the Fixed Charge Coverage
   Ratio.

                                      50



   "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

   "General Partner" means Plains AAP, L.P., a Delaware limited partnership,
and its successors and permitted assigns as general partner of Plains All
American Pipeline.

   "guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets, or through letters of credit or reimbursement, "claw-back," "make-well"
or "keep-well" agreements in respect thereof), of all or any part of the
payment of any Indebtedness. The term "guarantee" used as a verb has a
corresponding meaning.

   "Guarantee" means a guarantee of the notes given by a Subsidiary Guarantor
pursuant to the Indenture.

   "Hedging Obligations" means, with respect to any Person, the net obligations
(not the notional amount) of such Person under interest rate and commodity
price swap agreements, interest rate and commodity price cap agreements,
interest rate and commodity price collar agreements and foreign currency and
commodity price exchange agreements, options or futures contracts or other
similar agreements or arrangements or Hydrocarbon hedge contracts or
Hydrocarbon forward sale contracts, in each case designed to protect such
Person against fluctuations in interest rates, foreign exchange rates or
commodity prices.

   "Hydrocarbons" means oil, gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and
all constituents, elements or compounds thereof and products refined or
processed therefrom.

   "Indebtedness" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent, in respect of:

      (1)  borrowed money;

      (2)  bonds, notes, debentures or similar instruments or letters of credit
   (or reimbursement agreements in respect thereof), other than letters of
   credit issued by such Person in the ordinary course of business, to the
   extent not drawn;

      (3)  obligations for the reimbursement of banker's acceptances;

      (4)  Capital Lease Obligations;

      (5)  all Attributable Debt of such Person in respect of any sale and
   lease-back transactions not involving a Capital Lease Obligation;

      (6)  the balance deferred and unpaid of the purchase price of any
   property, except to the extent payable in Equity Interests and except any
   such balance that constitutes an accrued expense or trade payable incurred
   in the ordinary course of business;

      (7)  Disqualified Equity; or

      (8)  any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
bankers' acceptances and Hedging Obligations) but excluding amounts recorded in
accordance with Statement of Financial Accounting Standards No. 133 would
appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term "Indebtedness" includes all
obligations of the type referred to in clauses (1) through

                                      51



(8) above of others secured by a Lien on any asset of the specified Person
(whether or not such obligations are assumed by the specified Person) and, to
the extent not otherwise included, the guarantee by such Person of any
obligations of the type referred to in clauses (1) through (8) above of any
other Person, provided that a guarantee otherwise permitted by the Indenture to
be incurred by Plains All American Pipeline or any of its Restricted
Subsidiaries of Indebtedness incurred by Plains All American Pipeline or a
Restricted Subsidiary in compliance with the terms of the Indenture shall not
constitute a separate incurrence of Indebtedness.

   The amount of any noncontingent Indebtedness outstanding as of any date
shall be:

      (1)  the accreted value thereof, in the case of any Indebtedness issued
   with original issue discount; and

      (2)  the principal amount thereof, together with any interest thereon
   that is more than 30 days past due, in the case of any other Indebtedness.

   The amount of any contingent obligations constituting Indebtedness as of any
date shall be the maximum amount of such obligations at such date, assuming the
contingency in respect thereof had occurred as of such date.

   For purposes of clause (7) of the first paragraph of this definition,
Disqualified Equity shall be valued at the maximum fixed redemption, repayment
or repurchase price, which shall be calculated in accordance with the terms of
such Disqualified Equity as if such Disqualified Equity were repurchased on any
date on which Indebtedness shall be required to be determined pursuant to the
Indenture; provided, however, that if such Disqualified Equity is not then
permitted by its terms to be redeemed, repaid or repurchased, the redemption,
repayment or repurchase price shall be the book value of such Disqualified
Equity.

   "Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's or BBB- (or the equivalent) by S&P or Fitch.

   "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances (other than advances to customers in the ordinary course of business
that are recorded as accounts receivable on the balance sheet of the lender and
commission, moving, travel and similar advances to officers and employees made
in the ordinary course of business) or capital contributions, purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. For purposes
of the definition of "Unrestricted Subsidiary," the definition of "Restricted
Payment" and the covenant described under "--Covenants--Restricted Payments,"
(1) the term "Investment" shall include the portion (proportionate to Plains
All American Pipeline's Equity Interest in such Subsidiary) of the fair market
value of the net assets of any Subsidiary of Plains All American Pipeline or
any of its Restricted Subsidiaries at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, Plains All
American Pipeline or such Restricted Subsidiary shall be deemed to continue to
have a permanent "Investment" in such Subsidiary at the time immediately before
the effectiveness of such redesignation less the portion (proportionate to
Plains All American Pipeline's or such Restricted Subsidiary's Equity Interest
in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time of such redesignation, and (2) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value
at the time of such transfer, in each case as determined in good faith by the
Board of Directors of Plains All American Pipeline. If Plains All American
Pipeline or any Restricted Subsidiary of Plains All American Pipeline sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of Plains All American Pipeline such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary
of Plains All American Pipeline, Plains All American Pipeline shall be deemed
to have made an Investment on the date of any such sale or disposition equal to
the fair market value of the Equity Interests of such Restricted Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of the covenant described above under the caption "--Covenants--Restricted
Payments."

                                      52



   "Issue Date" means the date of the first issuance of the notes under the
Indenture.

   "Joint Venture" means any Person that is not a direct or indirect Subsidiary
of Plains All American Pipeline in which Plains All American Pipeline or any
Restricted Subsidiary makes an Investment.

   "Lien" means, with respect to any asset, any mortgage, lien (statutory or
otherwise), pledge, charge, security interest, hypothecation, assignment for
security, claim, preference, priority or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement or any lease in the nature thereof, any option or other agreement to
grant a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statute)
of any jurisdiction other than a precautionary financing statement respecting a
lease not intended as a security agreement.

   "Managing General Partner" means Plains All American GP LLC, a Delaware limited liability company, and its successors and permitted assigns, as general partner of the General PartnerPlains AAP, L.P., a Delaware limited partnership (and its successors and permitted assigns, as general partner of Plains All American Pipeline) or as the business entity with the ultimate authority to manage the business and operations of Plains All American Pipeline.

   "Marketing Agreement"
                  "Pari Passu Debt" means any of our Funded Debt, whether outstanding on the Crude Oil Marketing Agreement among Plains
Resources Inc., Plains Illinois Inc., Stocker Resources, L.P., Calumet Florida,
Inc. and Plains Marketing, L.P. dated asIssue Date or thereafter created, incurred or assumed, unless, in the case of November 23, 1998, asany particular Funded Debt, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such agreement mayFunded Debt shall be amended, modifiedsubordinated in right of payment to the notes.
                  "Permitted Liens" means:
            (1)
            liens upon rights-of-way for pipeline purposes;

            (2)
            any statutory or supplemented from time to time.

   "Moody's" means Moody's Investors Service, Inc.governmental lien or lien arising by operation of law, or any successormechanics', repairmen's, materialmen's, suppliers', carriers', landlords', warehousemen's or similar lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction, development, improvement or repair;

            (3)
            the ratingright reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of any property;

            (4)
            liens of taxes and assessments which are:

            (a)
            for the then current year,

            (b)
            not at the time delinquent, or

            (c)
            delinquent but the validity of which is being contested at the time by us or any Restricted Subsidiary in good faith;

            (5)
            liens of, or to secure performance of, leases, other than capital leases;

            (6)
            any lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings;

            (7)
            any lien upon property or assets acquired or sold by us or any Restricted Subsidiary resulting from the exercise of any rights arising out of defaults on receivables;

            (8)
            any lien incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;

            (9)
            any lien in favor of us or any Restricted Subsidiary;

            (10)
            any lien in favor of the United States of America or any state thereof, or any department, agency business thereof.

   "Net Income" means, with respector instrumentality or political subdivision of the United States of America or any state thereof, to secure partial, progress, advance, or other payments pursuant to any Person,contract or statute, or any debt incurred by us or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property or assets subject to such lien;

            (11)
            any lien securing industrial development, pollution control or similar revenue bonds;
          32
              (12)
              any lien securing our debt or debt of any Restricted Subsidiary, all or a portion of the net income (loss)proceeds of which are used, substantially concurrently with the funding thereof (and for purposes of determining such Person and its Restricted Subsidiaries, determined in accordance with GAAP
and before any reduction in respect"substantial concurrence," taking into consideration, among other things, required notices to be given to holders of preferred stock dividends, excluding,
however:

      (1)outstanding securities under the aggregate gain (but not loss in excess of such aggregate gain),
   together with any related provision for taxes on such gain, realizedIndenture (including the notes) in connection with:

          (a)  any Asset Sale; or

          (b)  the disposition of any securities by such Person or any of its
       Restricted Subsidiaries or the extinguishment of any Indebtedness of
       such Person or any of its Restricted Subsidiaries; and

      (2)  the aggregate extraordinary gain (but not loss in excess of such
   aggregate extraordinary gain), together with any related provision for taxes
   on such aggregate extraordinary gain (but not loss in excess of such
   aggregate extraordinary gain).

   "Net Proceeds" means, with respect to any Asset Sale, an amount equal to the
aggregate proceeds received by Plains All American Pipeline or any of its
Restricted Subsidiaries in cash or Cash Equivalents in respect of any Asset
Sale (including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any such sale), net of,
without duplication, (1) the direct costs relating to such Asset Sale,
including, without limitation, brokerage commissions and legal, accounting and
investment banking fees, sales commissions, recording fees, title transfer
fees, and any relocation expenses incurred as a result thereof, (2) taxes paid
or estimated to be payable as a result thereof, in each case after taking into
account any available tax credits or deductions and any tax sharing
arrangements, (3) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale, (4) all distributions and payments required to be made to
minority interest holders in Restricted Subsidiaries as a result of such Asset
Sale and (5) any amounts to be set aside in any reserve established in
accordance with GAAP or any amount placed in escrow, in either case for
adjustment in respect of the sale price of such asset or assets or for
liabilities associated with such Asset Salerefunding, refinancing or repurchase, and retained by Plains All American
Pipelinethe required corresponding durations thereof), to refinance, refund or any of its Restricted Subsidiaries until such time as such reserve
is reversed or such escrow arrangement is terminated, in which case Net
Proceeds shall include onlyrepurchase all outstanding securities under the Indenture (including the notes), including the amount of all accrued interest thereon and reasonable fees and expenses and premium, if any, incurred by us or any Restricted Subsidiary in connection therewith;

              (13)
              liens in favor of any Person to secure obligations under the reserveprovisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute;

              (14)
              any lien upon or deposits of any assets to secure performance of bids, trade contracts, leases or statutory obligations;

              (15)
              any lien or privilege vested in any grantor, lessor or licensor or permittor for rent or other charges due or for any other obligations or acts to be performed, the payment of which rent or other charges or performance of which other obligations or acts is required under leases, easements, rights-of-way, leases, licenses, franchises, privileges, grants or permits, so reversedlong as payment of such rent or the amount
returned to Plains All American Pipeline or its Restricted Subsidiaries from
such escrow arrangement, as the case may be.

                                      53



   "Non-Recourse Debt" means Indebtedness as to which:

      (1)  neither Plains All American Pipeline nor any of its Restricted
   Subsidiaries (a) provides credit support of any kind (including any
   undertaking, agreement or instrument that would constitute Indebtedness),
   (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
   constitutes the lenderperformance of such Indebtedness;

      (2)  no default with respect to which (includingother obligations or acts is not delinquent or the requirement for such payment or performance is being contested in good faith by appropriate proceedings;

              (16)
              easements, exceptions or reservations in any rights that the
   holders thereof may have to take enforcement action against an Unrestricted
   Subsidiary) would permit upon notice, lapse of time or both any holder of
   any other Indebtedness (other than the notes)property of Plains All American Pipeline or any property of its Restricted Subsidiaries to declare a default on such
   other Indebtedness or cause the payment thereof to be accelerated or payable
   prior to its Stated Maturity; and

      (3)  the lenders have been notified in writing that they will not have
   any recourse to the stock or assets of Plains All American Pipeline or any
   of its Restricted Subsidiaries.

   "Obligations" means any principal, interest, liquidated damages, penalties,
fees, indemnifications, reimbursement obligations, damages and other
liabilities payable under the documentation governing any Indebtedness.

   "Operating Surplus" shall have the meaning assigned to such term in the
Partnership Agreement, as in effect on the date of the Indenture.

   "Partnership Agreement" means the Third Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P., amended and restated
effective as of June 27, 2001, as such may be amended, modified or supplemented
from time to time.

   "Partnership Credit Facilities" means (1) the Second Amended and Restated
Credit Agreement [Letter of Credit and Hedged Inventory Facility] dated July 2,
2002 and (2) the Second Amended and Restated Credit Agreement [Revolving Credit
Facility] dated July 2, 2002, each among Plains Marketing, L.P., All American
Pipeline, L.P., Plains All American Pipeline, L.P., and Fleet National Bank and
certain other lenders party thereto, including any deferrals, renewals,
extensions, replacements, refinancings or refundings thereof, and any
amendments, modifications or supplements thereto and any agreement providing
therefor (including any restatement thereof and any increases in the amount of
commitments thereunder), whether by or with the same or any other lenders,
creditors, group of lenders or group of creditors and including related notes,
guarantees, collateral security documents and other instruments and agreements
executed in connection therewith.

   "Permitted Business" means either (1) marketing, gathering, transporting (by
barge, pipeline, ship, truck or other modes of Hydrocarbon transportation),
terminalling, storing, producing, acquiring, developing, exploring for,
exploiting, producing, processing, dehydrating and otherwise handling
Hydrocarbons, including, without limitation, constructing pipeline, platform,
dehydration, processing and other energy-related facilities, and activities or
services reasonably related or ancillary thereto including entering into
Hedging Obligations to support these businesses, or (2) any other business that
generates gross income that constitutes "qualifying income" under Section
7704(d) of the Internal Revenue Code of 1986, as amended.

   "Permitted Business Investments" means Investments by Plains All American
Pipeline or any of its Restricted Subsidiaries in any Unrestricted Subsidiarygranted or reserved for the purpose of Plains All American Pipelinepipelines, roads, the removal of oil, gas, coal or in any Joint Venture, provided that:

      (1)  either (a) atother minerals, and other like purposes for the timejoint or common use of such Investmentreal property, facilities and immediately
   thereafter, Plains All American Pipeline could incur $1.00 of additional
   Indebtedness underequipment, which are incidental to, and do not materially interfere with, the Fixed Charge Coverage Ratio test set forth in the
   first paragraph of the covenant described under "--Covenants--Incurrence of
   Indebtedness and Issuance of Disqualified Equity" above or (b) such
   Investment does not exceed the aggregate amount of Incremental Funds (as
   defined in the covenant described under "--Covenants--Restricted Payments")
   not previously expended at the time of making such Investment;

                                      54



      (2)  if such Unrestricted Subsidiary or Joint Venture has outstanding
   Indebtedness at the time of such Investment, either (a) all such
   Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such
   Unrestricted Subsidiary or Joint Venture that is recourse to Plains All
   American Pipeline or anyordinary conduct of its Restricted Subsidiaries (which shall
   include, without limitation, all Indebtedness of such Unrestricted
   Subsidiarybusiness or Joint Venture for which Plains All American Pipeline or any of
   its Restricted Subsidiaries may be directly or indirectly, contingently or
   otherwise, obligated to pay, whether pursuant to the terms of such
   Indebtedness, by law or pursuant to any guarantee (including, without
   limitation, any "claw-back," "make-well" or "keep-well" arrangement) could,
   at the time such Investment is made, be incurred at that time by Plains All
   American Pipeline and its Restricted Subsidiaries under the Fixed Charge
   Coverage Ratio test set forth in the first paragraph of the covenant
   described under "--Covenants--Incurrence of Indebtedness and Issuance of
   Disqualified Equity"; and

      (3)  such Unrestricted Subsidiary's or Joint Venture's activities are not
   outside the scope of the Permitted Business.

   "Permitted Contango Market Transaction Obligations" means Indebtedness of
Plains All American Pipeline or any of its Restricted Subsidiaries under
letters of credit, bankers' acceptances or borrowed money obligations, or in
lieu of or in addition to such letters of credit or borrowed money, guarantees
of such Indebtedness or other obligations of Plains All American Pipeline or
any Restricted Subsidiary by Plains All American Pipeline or any other
Restricted Subsidiary, as applicable, related to a Contango Market Transaction,
provided that, (1) if Plains All American Pipeline or such Restricted
Subsidiary has entered into such a contract to resell at a subsequent date, as
distinguished from establishing a position using New York Mercantile Exchange
Crude Oil Future contracts to resell at a subsequent date, (a) the Person with
which Plains All American Pipeline or such Restricted Subsidiary has such
contract to sell has an Investment Grade Rating, or in lieu thereof, a Person
guaranteeing the payment of such obligated Person has an Investment Grade
Rating, or (b) such Person posts a letter of credit in favor of Plains All
American Pipeline or such Restricted Subsidiary with respect to such contract
and (2) for the period commencing on the date Plains All American Pipeline or
such Restricted Subsidiary is obligated to take delivery of such Hydrocarbons
so purchased by it and until and including the date on which delivery to the
purchaser is fulfilled, Plains All American Pipeline or such Restricted
Subsidiary has the right and ability to store such quantity and quality of
Hydrocarbons in storage facilities owned, leased, operated or otherwise
controlled by Plains All American Pipeline or any Restricted Subsidiary or in
pipelines, or such Hydrocarbons are in transit to such facilities.

   "Permitted Investments" means:

      (1)  any Investment in Plains All American Pipeline or in a Restricted
   Subsidiary of Plains All American Pipeline (excluding redemptions,
   purchases, acquisitions or other retirements of Equity Interests in Plains
   All American Pipeline);

      (2)  any Investment in cash or Cash Equivalents;

      (3)  any Investment by Plains All American Pipeline or any Restricted
   Subsidiary of Plains All American Pipeline in a Person if as a result of
   such Investment:

          (a)  such Person becomes a Restricted Subsidiary of Plains All
       American Pipeline; or

          (b)  such Person is merged, consolidated or amalgamated with or into,
       or transfers or conveys substantially all of its assets to, or is
       liquidated into, Plains All American Pipeline or a Restricted Subsidiary
       of Plains All American Pipeline;

      (4)  any Investment made as a result of the receipt of consideration
   consisting of other than cash or Cash Equivalents from (a) an Asset Sale
   that was made pursuant to and in compliance with the covenant described
   above under the caption "--Repurchase at the Option of Holders--Asset Sales"
   or (b) a disposition of assets not constituting an Asset Sale pursuant to
   clause (1) of the items deemed not to be Asset Sales under the definition of
   "Asset Sale";

                                      55



      (5)  payroll advances in the ordinary course of business and other
   advances and loans to officers and employees of Plains All American Pipeline
   or any of its Restricted Subsidiaries, so long as the aggregate principal
   amount of such advances and loans that constitute Investments does not
   exceed $2.0 million at any one time outstanding;

      (6)  Investments in stock, obligations or securities received in
   settlement of debts owing to Plains All American Pipeline or any of its
   Restricted Subsidiaries as a result of bankruptcy or insolvency proceedings
   or upon the foreclosure, perfection or enforcement of any Lien in favor of
   Plains All American Pipeline or any such Restricted Subsidiary, in each case
   as to debts owing to Plains All American Pipeline or any of its Restricted
   Subsidiaries that arose in the ordinary course of business of Plains All
   American Pipeline or any such Restricted Subsidiary;

      (7)  any Investment in Hedging Obligations;

      (8)  any Investments in prepaid expenses, negotiable instruments held for
   collection and lease, utility, workers' compensation and performance and
   other similar deposits and prepaid expenses made in the ordinary course of
   business;

      (9)  any Investments required to be made pursuant to any agreement or
   obligation of Plains All American Pipeline or any of its Restricted
   Subsidiaries in effect on the Issue Date and listed on a schedule to the
   Indenture;

      (10)  other Investments in any Person engaged in a Permitted Business
   (other than an investment in an Unrestricted Subsidiary) having an aggregate
   fair market value (measured on the date each such Investment was made and
   without giving effect to subsequent changes in value), when taken together
   with all other Investments made pursuant to this clause (10) since the date
   of the Indenture and existing at the time the Investment, which is the
   subject of the determination, was made, not to exceed $5.0 million; and

      (11)  Investments in any Unrestricted Subsidiary or Joint Venture having
   an aggregate fair market value (measured on the date each such Investment
   was made and without giving effect to subsequent changes in value), when
   taken together with all other Investments made pursuant to this clause (11)
   since the date of the Indenture and existing at the time the Investment,
   which is the subject of the determination, was made, not to exceed $5.0
   million.

   "Permitted Liens" means:

      (1)  Liens securing Indebtedness under the Credit Facilities in an
   aggregate principal amount not to exceed $1.13 billion;

      (2)  Liens securing reimbursement obligations of Plains All American
   Pipeline or any of its Restricted Subsidiaries with respect to letters of
   credit or bankers' acceptances encumbering only documents and other property
   relating to such letters of credit and the products and proceeds thereof;

      (3)  Liens encumbering deposits made to secure obligations arising from
   statutory, regulatory, contractual or warranty requirements of Plains All American Pipeline and its Restricted Subsidiaries;

      (4)  Liens in favor of Plains All American Pipeline or any of its
   Restricted Subsidiaries;

      (5)  any interest or title of a lessor in the property subject to a
   Capital Lease Obligation or an operating lease;

      (6)  Liens on property of a Person existing at the time such Person is
   merged with or into or consolidated with Plains All American Pipeline or any
   Restricted Subsidiary of Plains All American Pipeline, provided that such
   Liens were in existence prior to its contemplation of such merger or
   consolidation and do not extend to any assets other than those of the Person
   merged into or consolidated with Plains All American Pipeline or such
   Restricted Subsidiary;

                                      56



      (7)  (a) Liens on property existing at the time of acquisition thereof by
   Plains All American Pipeline or any Restricted Subsidiary of Plains All
   American Pipeline, or (b) Liens on property of an Unrestricted Subsidiary at
   the time such Unrestricted Subsidiary is designatedSubsidiaries, taken as a Restricted
   Subsidiary in accordance with the Indenture, provided that such Liens were
   in existence prior to the contemplation of such acquisition or designation
   and relate solely to such property, accessions thereto and the proceeds
   thereof;

      (8)  Liens to secure the performance of tenders, bids, statutory
   obligations, surety or appeal bonds, government contracts, performance bonds
   or other obligations of a like nature incurred in the ordinary course of
   business;

      (9)  Liens on any property or asset acquired, developed, constructed,
   repaired or improved by Plains All American Pipeline or any of its
   Restricted Subsidiaries in the ordinary course of business (a "Purchase
   Money Lien"), which (a) are in favor of the seller of such property or
   assets, in favor of the Person developing, constructing, repairing or
   improving such asset or property, or in favor of the Person that provided
   the funding for the acquisition, development, construction, repair or
   improvement of such asset or property, (b) are created within 360 days after
   the date of acquisition, development, construction, repair or improvement,
   (c) secure the purchase price or development, construction, repair or
   improvement cost, as the case may be, of such asset or property in an amount
   up to the lesser of (x) 100% of the cost of such property or asset acquired,
   developed, constructed, repaired or improved (taking into consideration the
   cost of such acquisition, development, construction, repair or improvement)
   or (y) 100% of the fair market value (as determined by the Board of
   Directors of the Managing General Partner) of such acquisition, development,
   construction, repair or improvement of such asset or property, and (d) are
   limited to the asset or property so acquired, developed, constructed,
   repaired or improved (including proceeds thereof, accessions thereto and
   upgrades thereof);

      (10)  Liens existing on the date of the Indenture, other than Liens
   securing the Credit Facilities;

      (11)  Liens on and pledges of the Equity Interests of any Unrestricted
   Subsidiary or any Joint Venture owned by Plains All American Pipeline or any
   Restricted Subsidiary of Plains All American Pipeline to the extent securing
   Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or
   Joint Venture otherwise permitted by the Fixed Charge Coverage Ratio test
   set forth in the first paragraph of the covenant described under
   "--Covenants--Incurrence of Indebtedness and Issuance of Disqualified
   Equity";

      (12)  Liens on pipelines or pipeline facilities that arise by operation
   of law;

      (13)  Lienswhole;

              (17)
              liens arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements arising in the ordinary course of Plains All American Pipeline's or any Restricted Subsidiary's business that are customary in the Permitted Business;

      (14)  prejudgment, judgmentbusiness of marketing, transportation and attachment Liens not giving riseterminalling of crude oil and/or marketing of liquefied petroleum gas; or

              (18)
              any obligations or duties to a
   Defaultany municipality or an Event of Default;

      (15)  Liens securing Obligationspublic authority with respect to any lease, easement, right-of-way, license, franchise, privilege, permit or grant.

                    "Person" means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, other entity, unincorporated organization or government or any agency or political subdivision thereof.
                    "Principal Property" means, whether owned or leased on the Issue Date or thereafter acquired:
              (1)
              any of the Issuers under the notes and the
   Indenture and the Subsidiary Guarantors under the Guarantees;

      (16)  Liens upon specific items of inventory, receivables or other goods
   and proceedspipeline assets of Plains All American Pipeline or anythe pipeline assets of its Restricted
   Subsidiaries securing such Person's obligations in respect of bankers'
   acceptances or receivables securitizations issued or created for the account
   of such Person to facilitate the purchase, shipment or storage of such
   inventory, receivables or other goods and permitted by the covenant
   described under "--Covenants--Incurrence of Indebtedness and Issuance of
   Disqualified Equity";

      (17)  Liens securing any Indebtedness equally and ratably with all
   Obligations due under the notes, the Indenture or any Guarantee pursuant to
   a contractual covenant that limits Liens in a manner substantially similar
   to the covenant described under "--Covenants--Liens";

                                      57



      (18)  Liens incurred in the ordinary course of business of Plains All
   American Pipeline or any Restricted Subsidiary of Plains All American Pipeline, with respect to Indebtedness that at the time of incurrence does
   not exceed 10% of the Consolidated Net Tangible Assets of Plains All
   American Pipeline;

      (19)  Liens in favor of collecting or payor banks having a right of
   setoff, revocation, refund or chargeback with respect to money or
   instruments of Plains All American Pipeline orincluding any of its Restricted
   Subsidiaries on deposit with or in possession of such bank;

      (20)  Liens to secure performance of Hedging Obligations of Plains All
   American Pipeline or a Restricted Subsidiary of Plains All American
   Pipeline; and

      (21)  any Lien renewing, extending, refinancing or refunding a Lien
   permitted by clauses (1) through (20) above; provided that (a) the principal
   amount of the Indebtedness secured by such Lien does not exceed the
   principal amount of such Indebtedness outstanding immediately prior to the
   renewal, extension, refinance or refund of such Lien and (b) no assets
   encumbered by any such Lien other than the assets permitted to be encumbered
   immediately prior to such renewal, extension, refinance or refund are
   encumbered thereby.

   "Permitted Marketing Obligations" means, other than Permitted Operating
Obligations or Indebtedness relating to Contango Market Transactions,
Indebtedness of Plains All American Pipeline or any Restricted Subsidiary of
Plains All American Pipeline under letter of credit or borrowed money
obligations, or in lieu of or in addition to such letters of credit or borrowed
money, guarantees of such Indebtedness or other obligations of Plains All
American Pipeline or any Restricted Subsidiary of Plains All American Pipeline
by any other Restricted Subsidiary or Plains All American Pipeline, as
applicable, related to the purchase by Plains All American Pipeline or any
Restricted Subsidiary of Plains All American Pipeline of Hydrocarbons for which
Plains All American Pipeline or such Restricted Subsidiary has contracts to
sell; provided, that if such Indebtedness or obligations are guaranteed by
Plains All American Pipeline or any Restricted Subsidiary of Plains All
American Pipeline, then either (1) the Person with which Plains All American
Pipeline or such Restricted Subsidiary has contracts to sell has an Investment
Grade Rating, or in lieu thereof, a Person guaranteeing the payment of such
obligated Person has an Investment Grade Rating, or (2) such Person posts, or
has posted for it, a letter of credit in favor of Plains All American Pipeline
and such Restricted Subsidiary with respect to all of such Person's obligations
to Plains All American Pipeline or such Restricted Subsidiary under such
contracts.

   "Permitted Operating Obligations" means Indebtedness of Plains All American
Pipeline or any Restricted Subsidiary of Plains All American Pipeline in
respect of one or more standby letters of credit, bid, performance or surety
bonds, or other reimbursement obligations, issued for the account of, or
entered into by, Plains All American Pipeline or any Restricted Subsidiary of
Plains All American Pipelinefacilities employed in the ordinary coursetransportation, distribution, terminalling, gathering, treating, processing, marketing or storage of business (excluding
obligations related to the purchase by Plains All American Pipelinecrude oil or refined petroleum products, natural gas, natural gas liquids, fuel additives or petrochemicals; and
            33
                (2)
                any Restricted Subsidiary of Plains All American Pipeline of Hydrocarbons for which
Plains All American Pipelineprocessing or such Restricted Subsidiary has contracts to
sell),manufacturing plant or in lieu of any thereofterminal owned or in addition to any thereto, guarantees and
letters of credit supporting any such obligations and Indebtedness (in each
case, other than for an obligation for borrowed money, other than borrowed
money represented by any such letter of credit, bid, performance or surety
bond, or reimbursement obligation itself, or any guarantee and letter of credit
related thereto).

   "Permitted Refinancing Indebtedness" means any Indebtedness of Plains All
American Pipeline or any of its Restricted Subsidiaries issued in exchange for,
or the net proceeds of which are used to extend, refinance, renew, replace,
defease or refund other Indebtedness of Plains All American Pipeline or any of
its Restricted Subsidiaries (other than intercompany Indebtedness); provided
that:

      (1)  the principal amount of such Permitted Refinancing Indebtedness does
   not exceed the principal amount of, plus accrued interest on, the
   Indebtedness so extended, refinanced, renewed, replaced, defeased or
   refunded (plus the amount of necessary fees and expenses incurred in
   connection therewith and any premiums paid on the Indebtedness so extended,
   refinanced, renewed, replaced, defeased or refunded);

                                      58



      (2)  such Permitted Refinancing Indebtedness has a final maturity date no
   earlier than the final maturity date of, and has a Weighted Average Life to
   Maturity equal to or greater than the Weighted Average Life to Maturity of,
   the Indebtedness being extended, refinanced, renewed, replaced, defeased or
   refunded;

      (3)  if the Indebtedness being extended, refinanced, renewed, replaced,
   defeased or refunded is subordinated in right of payment to the notes or the
   Guarantees, such Permitted Refinancing Indebtedness has a final maturity
   date later than the final maturity date of, and is subordinated in right of
   payment to, the notes or the Guarantees, as the case may be, on terms at
   least as favorable to the holders of notes as those contained in the
   documentation governing the Indebtedness being extended, refinanced,
   renewed, replaced, defeased or refunded; and

      (4)  if Plains All American Pipeline is the obligor on the Indebtedness
   being extended, refinanced, renewed, replaced, defeased or refunded, then
   such Permitted Refinancing Indebtedness is solely its Indebtedness.

   "Qualifying Director" means (1) any Person who is a member of the Board of
Directors of the Managing General Partner on the Issue Date, (2) any Person
who, at the time of initial appointment or election to the Board of Directors
of the Managing General Partner, is designated by any Qualifying Owner as its
representative on the Board of Directors of the Managing General Partner and
(3) any Person elected as a member of the Board of Directors of the Managing
General Partner by a majority of the ownership interests in the Managing
General Partner at a time when Qualifying Owners own a majority of the
ownership interests of the Managing General Partner entitling the holders
thereof to vote in elections for directors.

   "Qualifying Owners" means (1) the owners of the Managing General Partner on
Issue Date, consisting of Plains Holdings Inc., E-Holdings III, L.P., Kafu
Holdings, L.P., Mark E. Strome, First Union Investors, Inc. and Sable
Investments, L.P. or any Affiliate of the foregoing and (2) any transferee of
any of the foregoing to the extent such transferee is approved by a majority of
the ownership interests of the then existing Qualifying Owners (other than the
transferor) or any Affiliate of any of the foregoing.

   "Rating Category" means:

      (1)  with respect to S&P, any of the following categories: AAA, AA, A,
   BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and

      (2)  with respect to Moody's, any of the following categories: Aaa, Aa,
   A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).

   "Rating Decline" means a decrease in the rating of the notes by either
Moody's or S&P by one or more gradations (including gradations within Rating
Categories as well as between Rating Categories). In determining whether the
rating of the notes has decreased by one or more gradations, gradations within
Rating Categories, namely + or - for S&P, and 1, 2 and 3 for Moody's, will be
taken into account; for example, in the case of S&P, a rating decline either
from BB+ to BB or BB- to B+ will constitute a decrease of one gradation.

   "Restricted Investment" means an Investment other than a Permitted
Investment or a Permitted Business Investment.

   "Restricted Subsidiary" of a Person means any Subsidiary of the referenced
Person that is not an Unrestricted Subsidiary. Notwithstanding anything in the
Indenture to the contrary, PAA Finance Corp. shall be a Restricted Subsidiary
of Plains All American Pipeline.

   "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.

                                      59



   "Senior Debt" means:

      (1)  all Indebtedness outstanding under the Credit Facilities and all
   Hedging Obligations;

      (2)  any other Indebtedness permitted to be incurred by Plains All
   American Pipeline and the Restricted Subsidiaries under the terms of the
   Indenture, unless the instrument under which such Indebtedness is incurred
   expressly provides that it is subordinated or junior in right of payment to
   the notes; and

      (3)  all Obligations with respect to the items listed in the preceding
   clauses (1) and (2).

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

      (1)  any Indebtedness that is expressly subordinated or junior in right
   of payment to any Indebtedness of Plains All American Pipeline or any
   Subsidiary Guarantor;

      (2)  any obligations with respect to any Equity Interests;

      (3)  any liability for federal, state, local or other taxes owed or owingleased by Plains All American Pipeline or any Subsidiary Guarantor;

      (4)  of Plains All American Pipeline; except, in either case above:

                (a)
                any Indebtednesssuch assets consisting of inventories, furniture, office fixtures and equipment, including data processing equipment, vehicles and equipment used on, or useful with, vehicles, and

                (b)
                any such assets, plant or terminal which, in the good faith opinion of the Board of Directors, is not material in relation to the activities of Plains All American Pipeline or anythe activities of Plains All American Pipeline and its Subsidiaries, to any of its Subsidiaries or other Affiliates;

      (5)  any trade payables; or

      (6)  any Indebtedness that is incurred in violation of the Indenture.

   "Significant Subsidiary"taken as a whole.
                      "Restricted Subsidiary" means any Subsidiary that wouldof Plains All American Pipeline owning or leasing, directly or indirectly through ownership in another Subsidiary, any Principal Property.
                      "Sale-leaseback Transaction" means the sale or transfer by us or any Subsidiary of Plains All American Pipeline of any Principal Property to a Person (other than us or a Subsidiary of Plains All American Pipeline) and the taking back by us or any Subsidiary of Plains All American Pipeline, as the case may be, of a "significant
subsidiary" as defined in Article 1, Rule 1-02lease of Regulation S-X, promulgated
pursuant tosuch Principal Property.
                      "Securities Act" means the Securities Act andof 1933, as amended.
                      "Stated Maturity" means the Exchange Act,date specified in the notes as such Regulation is in
effectthe fixed date on which the Issue Date.

   "Stated Maturity" means, at any time, with respect to anyprincipal of the notes or an installment of interest or principal on any series of debt securities under the Indenture, the
date on which such payment of interest or principal was scheduled to be paid in
the original documentation governing such Indebtedness or such later date as
such documentation shall provide at that time,notes is due and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

   "Subsidiary"payable.
                      "Subsidiary" means, with respect to any Person:
                (1)
                any corporation, association or other business entityPerson of which more than 50% of the Voting Stocktotal voting power of shares or other Capital Interests entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees (or equivalent persons) thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
   Person (or a combination thereof); and

      (2)  any partnership (whether general or limited) or limited liability
   company (a) the sole general partner or the managing general partner or
   managing member of which is such Person or a Subsidiarycombination thereof; or

                (2)
                in the case of a partnership, more than 50% of the partners' Capital Interests, considering all partners' Capital Interests as a single class, is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or (b) if there are more than a single general partner or member, either (x)
   the only general partners or managing members of which are such Person
   and/or one or more Subsidiaries of such Person (or any combination thereof)
   or (y) such Person owns or controls, directly or indirectly, a majority of
   the outstanding general partner interests, member interests or other Voting
   Stock of such partnership or limited liability company, respectively.

   "Subsidiary Guarantors" means each of:

      (1)  the Subsidiaries of Plains All American Pipeline on the Issue Date;

      (2)  any other Subsidiary that executes a supplemental indenture to
   provide a Guarantee in accordance with the provisions of the Indenture; and

                                      60



      (3)  their respective successors and assigns.

Notwithstanding anything in the Indenture to the contrary, neither PAA Finance
Corp. nor 3794865 Canada Ltd. shall be a Subsidiary Guarantor.

   "U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
under clause (1) or (2) above, are not callable or redeemable at the option of
the issuers thereof; or (3) depository receipts issued by a bank or trust
company as custodian with respect to any such thereof.
              34

                U.S. Government Obligations or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation evidenced by such depository receipt.

   "Unrestricted Subsidiary" means any Subsidiary of Plains All American
Pipeline (other than PAA Finance Corp.) that is designated by the Board of
Directors of Plains All American Pipeline as an Unrestricted Subsidiary
pursuant to a Board Resolution; provided that (1) all Indebtedness of such
Subsidiary is Non-Recourse Debt or any Indebtedness of such Subsidiary (whether
contingent or otherwise and whether pursuant to the terms of such Indebtedness
or the terms governing the organization of such Subsidiary or by law) that (a)
is guaranteed by Plains All American Pipeline or any other Restricted
Subsidiary or is otherwise recourse to or obligates Plains All American
Pipeline or any Restricted Subsidiary in any way (including any "claw-back,"
"keep-well," "make-well" or other agreements, arrangements or understandings to
maintain the financial performance of such Subsidiary or to otherwise infuse or
contribute cash to such Subsidiary), or (b) subjects any property or assets of
Plains All American Pipeline or any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to the satisfaction of such
Indebtedness, shall be treated as an incurrence of such Indebtedness and an
Investment in that Subsidiary by Plains All American Pipeline or such
Restricted Subsidiary (or both), as the case may be, and subject to the
provisions of the Indenture described above under the caption
"--Covenants--Restricted Payments" and under the Fixed Charge Coverage Ratio
test set forth in the first paragraph of the covenant described under
"--Covenants--Incurrence of Indebtedness and Issuance of Disqualified Equity"
at the time of the designation of such Subsidiary as an Unrestricted Subsidiary
or, if later, at the time such Unrestricted Subsidiary becomes obligated with
respect to that Indebtedness, (2) no Equity Interests of a Restricted
Subsidiary are held by such Subsidiary, directly or indirectly, and (3) the
amount of Plains All American Pipeline's Investment, as determined at the time
of such designation, in such Subsidiary since the Issue Date to the date of
designation is treated as of the date of such designation as a Restricted
Investment, Permitted Investment or Permitted Business Investment, as
applicable. As of the date of the Indenture, no Subsidiary of Plains All
American Pipeline is designated as an Unrestricted Subsidiary. Notwithstanding
anything in the Indenture to the contrary, PAA Finance Corp. shall not be, and
shall not be designated as, an Unrestricted Subsidiary.

   Any designation of a Subsidiary of Plains All American Pipeline as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the preceding
conditions and was permitted by the covenant described above under the caption
"--Covenants--Restricted Payments." If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of the Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of Plains All American
Pipeline as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under the covenant described under the caption
"--Covenants--Incurrence of Indebtedness and Issuance of Disqualified Equity,"
Plains All American Pipeline shall be in default of such covenant. The Board of
Directors of Plains All American Pipeline may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such

                                      61



designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of Plains All American Pipeline of any outstanding Indebtedness of
such Unrestricted Subsidiary and such designation shall be permitted only if
(1) such Indebtedness is permitted under the covenant described under the
caption "--Covenants--Incurrence of Indebtedness and Issuance of Disqualified
Equity," calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event
of Default would be in existence following such designation.

   "Voting Stock" of any Person as of any date means the Equity Interests of
such Person pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers, general partners or trustees of any Person (regardless of
whether, at the time, Equity Interests of any other class or classes shall
have, or might have, voting power by reason of the occurrence of any
contingency) or, with respect to a partnership (whether general or limited),
any general partner interest in such partnership.

   "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

      (1)  the sum of the products obtained by multiplying (a) the amount of
   each then remaining installment, sinking fund, serial maturity or other
   required payments of principal, including payment at final maturity, in
   respect thereof, by (b) the number of years (calculated to the nearest
   one-twelfth) that will elapse between such date and the making of such
   payment; by

      (2)  the then outstanding principal amount of such Indebtedness.

                                      62



                       FEDERAL INCOME TAX CONSIDERATIONS Federal Income Tax Considerations of the Exchange of Outstanding Notes for New
Notes
                        The following discussion is a summary of certain federal income tax considerations relevant to the exchange of outstanding notes for new notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a holder of new notes. The description does not consider the effect of any applicable foreign, state, local or other tax laws or estate or gift tax considerations.
                        We believe that the exchange of outstanding notes for new notes should not be an exchange or otherwise a taxable event to a holder for United States federal income tax purposes. Accordingly, a holder should have the same adjusted issue price, adjusted basis and holding period in the new notes as it had in the outstanding notes immediately before the exchange.

                                      63



                             PLAN OF DISTRIBUTION
                35

                Plan of Distribution
                        Based on interpretations by the staff of the SEC in no action letters issued to third parties, we believe that you may transfer new notes issued under the exchange offer in exchange for the outstanding notes if:

  .   
                  •
                  you acquire the new notes in the ordinary course of your business; and

  .   

                  •
                  you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new notes.
                        You may not participate in the exchange offer if you are:

  .   
                  •
                  our "affiliate" within the meaning of Rule 405 under the Securities Act; or

  .   

                  •
                  a broker-dealer that acquired outstanding notes directly from us.
                        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. To date, the staff of the SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in this registration statement. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to one year after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, promptly available to any broker-dealer for use in connection with any such resale. In addition, until         , 2002, all dealers
effecting transactions in new notes may be required to deliver a prospectus.
                        If you wish to exchange your outstanding notes for new notes in the exchange offer, you will be required to make representations to us as described in "Exchange Offer--PurposeOffer—Purpose and Effect of the Exchange Offer" and "--Procedures"—Procedures for Tendering--YourTendering—Your Representations to Us" in this prospectus and in the letter of transmittal. In addition, if you are a broker-dealer who receives new notes for your own account in exchange for outstanding notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale by you of such new notes.
                        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

  .   
                  •
                  in the over-the-counter market;

  .   

                  •
                  in negotiated transactions;

  .   

                  •
                  through the writing of options on the new notes or a combination of suchthe preceding methods of resale;

  .   

                  •
                  at market prices prevailing at the time of resale; and

  .   

                  •
                  at prices related to such prevailing market prices or negotiated prices.
                        Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the
                36

                Securities Act and any profit of any such resale of new notes

                                      64

 and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
                        For a period of one year after the consummation of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

                                 LEGAL MATTERS

                Legal Matters
                        The validity of the new notes offered in this exchange offer will be passed upon for us by Vinson & Elkins L.L.P.

                                    EXPERTS

                Experts
                        The consolidated financial statements of Plains All American Pipeline, L.P. and subsidiaries (the "Partnership") as of December 31, 20012003 and 20002002 and for each of the three years in the period ended December 31, 2001,2003, incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2001, the combined financial statements of Basin Pipeline
System, Rancho Pipeline System and the Permian Basin Gathering System
Transportation Businesses as of December 31, 2001 and for the year then ended,
incorporated in this prospectus by reference to the Partnership's Current
Report on Form 8-K filed August 9, 2002, and the balance sheet of Plains AAP,
L.P. as of December 31, 2001, incorporated by reference in this prospectus to
Exhibit 99.1 to the Partnership's Current Report on Form 8-K filed May 24,
2002,2003 have been so incorporated in reliance on the reportsreport of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

                Where You Can Find More Information
                        We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith file reports and other information with the SEC. Such reports and other information filed by us can be inspected and copied at the public reference facilities of the SEC, Judiciary Plaza 450 Fifth Street, N.W., Washington, D.C. 20549, or may be obtained on the Internet athttp://www.sec.gov.www.sec.gov. Copies can be obtained by mail at prescribed rates. You may also obtain information on the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330. Our common units are traded on the New York Stock Exchange and, as a result, the periodic reports and other information filed by us with the SEC can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

                                      65



                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                To obtain timely delivery, you should request this information no later than                        , 2004, which is five business days before the expiration of the offer.

                Incorporation of Certain Documents by Reference
                        This prospectus incorporates business and financial information about us that is not included in or delivered with this prospectus. We hereby incorporate by reference in this prospectus:

  .   
                  •
                  Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

  .   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

  .   Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

  .   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
      2002;2003; and

  .   

                  •
                  Our Current ReportsReport on Form 8-K filed on NovemberJanuary 15, 2002, November 8,
      2002, August 21, 2002, August 15, 2002, August 9, 2002, May 24, 2002, May
      7, 2002, March 14, 2002, March 6, 2002 and March 1, 2002.2004.
                        All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
                37

                of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of the prospectus to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the prospectus.

                                      66



                          FORWARD-LOOKING STATEMENTS

                Forward-Looking Statements
                        All statements, other than statements of historical fact, included in this prospectus and incorporated by reference are forward-looking statements, including, but not limited to, statements identified by the words "anticipate," "believe," "estimate," "expect," "plan," "intend" and "forecast," and similar expressions and statements regarding our business strategy, plans and objectives for future operations. These statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

  .   
                  •
                  abrupt or severe production declines or production interruptions in outer continental shelf production located offshore California and transported on the All American Pipeline;

  .   our pipeline systems;

                  •
                  declines in volumes shipped on the Basin Pipeline and our other pipelines by third party shippers;

  .   

                  •
                  the availability of adequate supplies ofthird-party production volumes for transportation and demand for crude oilmarketing in the areas in which we operate;

  .   

                  •
                  demand for various grades of crude oil and resulting changes in pricing conditions or transmission throughput requirements;

                  •
                  fluctuations in refinery capacity in areas supplied by our transmission lines;

                  •
                  the effects of competition;

  .   

                  •
                  the success of our risk management activities;

  .   

                  •
                  the impact of crude oil price fluctuations;

  .   

                  •
                  the availability (or lack thereof) of, and ability to consummate, acquisition or combination opportunities;

  .   

                  •
                  successful integration and future performance of acquired assets;

  .   

                  •
                  continued creditworthiness of, and performance by, counterparties;

  .   

                  •
                  successful third-party drilling efforts and completion of announced
      oil-sands projects;

  .   in areas in which we operate pipelines or gather crude oil;

                  •
                  our levels of indebtedness and our ability to receive credit on satisfactory terms;

  .   

                  •
                  shortages or cost increases of power supplies, materials or labor;

  .   

                  •
                  weather interference with business operations or project construction;

  .   

                  •
                  the impact of current and future laws and governmental regulations;

  .   

                  •
                  the currency exchange rate of the Canadian dollar;

  .   

                  •
                  environmental liabilities that are not covered by an indemnity, insurance or insurance;

  .   existing reserves;

                  •
                  fluctuations in the debt and equity markets;markets, including the price of our units at the time of vesting under our Long-Term Incentive Plan; and

  .   

                  •
                  general economic, market or business conditions.

                        Other factors described herein or incorporated by reference, or factors that are unknown or unpredictable, could also have a material adverse effect on future results. Please read "Risk Factors." Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.

                                      67


                38

                ANNEX A
                LETTER OF TRANSMITTAL
                TO TENDER
                OUTSTANDING 55/8% SENIOR NOTES DUE 2013
                OF
                PLAINS ALL AMERICAN PIPELINE, L.P.
                AND
                PAA FINANCE CORP.
                PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS
                DATED            , 2004
                          THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE ISSUERS.
                The Exchange Agent for the Exchange Offer is:
                Wachovia Bank, National Association
                Corporate Actions — NC1153
                1525 West W. T. Harris Blvd. — 3C3
                Charlotte, North Carolina 28288
                Attention: Carrie Garris
                If you wish to exchange currently outstanding 55/8% senior notes due 2013 (the "outstanding notes") for an equal aggregate principal amount at maturity of new 55/8% senior notes due 2013 pursuant to the exchange offer, you must validly tender (and not withdraw) outstanding notes to the exchange agent prior to the expiration date.
                A-1
                        The undersigned hereby acknowledges receipt and review of the Prospectus, dated                        , 2004 (the "Prospectus"), of Plains All American Pipeline, L.P. and PAA Finance Corp. (the "Issuers"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuers' offer (the "Exchange Offer") to exchange their 55/8% Senior Notes due 2013 (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of their issued and outstanding 55/8% Senior Notes due 2013 (the "Outstanding Notes"). Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.
                        The Issuers reserve the right, at any time or from time to time, to extend the Exchange Offer at their discretion, in which event the term "Expiration Date" shall mean the latest date to which the Exchange Offer is extended. The Issuers shall notify the Exchange Agent and each registered holder of the Outstanding Notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
                        This Letter of Transmittal is to be used by holders of the Outstanding Notes. Tender of Outstanding Notes is to be made according to the Automated Tender Offer Program ("ATOP") of the Depository Trust Company ("DTC") pursuant to the procedures set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering." DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will then send a computer generated message known as an "agent's message" to the exchange agent for its acceptance. For you to validly tender your Outstanding notes in the Exchange Offer the Exchange Agent must receive prior to the Expiration Date, an agent's message under the ATOP procedures that confirms that:
                  —
                  DTC has received your instructions to tender your Outstanding Notes; and

                  —
                  You agree to be bound by the terms of this Letter of Transmittal.
                        BY USING THE ATOP PROCEDURES TO TENDER OUTSTANDING NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.
                A-2
                SIGNATURES MUST BE PROVIDED
                PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
                Ladies and Gentlemen:
                        1.     By tendering Outstanding Notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.
                        2.     By tendering Outstanding Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Outstanding Notes described above and will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the tender of Outstanding Notes.
                        3.     You understand that the tender of the Outstanding Notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between the undersigned and the Issuers as to the terms and conditions set forth in the Prospectus.
                        4.     By tendering Outstanding Notes in the Exchange Offer, you acknowledge that the Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act (other than a broker-dealer who purchased Outstanding Notes exchanged for such New Notes directly from the Issuers to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933, as amended (the "Securities Act") and any such holder that is an "affiliate" of the Issuers within the meaning of Rule 405 under the Securities Act), provided that such New Notes are acquired in the ordinary course of such holders' business and such holders are not participating in, and have no arrangement with any other person to participate in, the distribution of such New Notes.
                        5.     By tendering Outstanding Notes in the Exchange Offer, you hereby represent and warrant that:
                  a.
                  the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned, whether or not you are the holder;

                  b.
                  you have no arrangement or understanding with any person to participate in the distribution of Outstanding Notes or New Notes within the meaning of the Securities Act;

                  c.
                  you are not an "affiliate," as such term is defined under Rule 405 promulgated under the Securities Act, of the Company, or if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

                  d.
                  if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution of the New Notes; and

                  e.
                  if you are a broker-dealer, that you will receive the New Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities and that you acknowledge that you will deliver a prospectus in connection with any resale of such New Notes.

                        6.     You may, if you are unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Outstanding Notes registered in the shelf registration statement described in the
                A-3
                Registration Rights Agreement, dated as of December 10, 2003 (the "Registration Rights Agreement"), by and among the Issuers, the Guarantors (as defined therein) and the Initial Purchaser (as defined therein). Such election may be made by notifying the Issuers in writing at 333 Clay Street, Suite 1600, Houston, Texas 77002, Attention: Tim Moore. By making such election, you agree, as a holder of Outstanding Notes participating in a shelf registration, to indemnify and hold harmless the Issuers, each of the directors of the Issuers, each of the officers of the Issuers who signs such shelf registration statement, each person who controls the Issuers within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each other holder of Outstanding Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to the undersigned furnished in writing by or on behalf of the undersigned expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.
                        7.     If you are a broker-dealer that will receive New Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge by tendering Outstanding Notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. If you are a broker-dealer and Outstanding Notes held for your own account were not acquired as a result of market-making or other trading activities, such Outstanding Notes cannot be exchanged pursuant to the Exchange Offer.
                        8.     Any of your obligations hereunder shall be binding upon your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives.
                A-4
                INSTRUCTIONS
                FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
                1.
                Book-Entry Confirmations.
                        Any confirmation of a book-entry transfer to the Exchange Agent's account at DTC of Outstanding Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as Agent's Message and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.
                2.
                Partial Tenders.
                        Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000. The entire principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all Outstanding Notes is not tendered, then Outstanding Notes for the principal amount of Outstanding Notes not tendered and New Notes issued in exchange for any Outstanding Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Outstanding Notes are accepted for exchange.
                3.
                Validity of Tenders.
                        All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Outstanding Notes will be determined by the Issuers, in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Outstanding Notes. The Issuers' interpretation of the terms and conditions of the Exchange Offer (including the instructions on the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuers, the Exchange Agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date.
                4.
                Waiver of Conditions.
                        The Issuers reserve the absolute right to waive, in whole or part, up to the expiration of the Exchange Offer, any of the conditions to the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal.
                5.
                No Conditional Tender.
                        No alternative, conditional, irregular or contingent tender of Outstanding Notes will be accepted.
                6.
                Request for Assistance or Additional Copies.

                        Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of
                A-5
                this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
                7.
                Withdrawal.
                        Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption "Exchange Offer—Withdrawal of Tenders."
                8.
                No Guarantee of Late Delivery.
                        There is no procedure for guarantee of late delivery in the Exchange Offer.
                        IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER OUTSTANDING NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.
                A-6

                PART II
                INFORMATION NOT REQUIRED IN PROSPECTUS
                Item 20. Indemnification Ofof Officers Andand Directors
                        Section 17-108 of the Delaware Revised Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever. The partnership agreement of Plains All American Pipeline provides that Plains All American Pipeline will indemnify the general partner, any departing partner, any person who is or was an affiliate of the general partner or any departing partner, and any person who is or was ana member, partner, officer, director, partneremployee, agent or trustee of the general partner or any departing partner or any affiliate of the general partner or any departing partner, or any person who is or was serving at the request of the general partner or any departing partner or any affiliate of the general partner or any departing partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person (each, an "Indemnitee"), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint and several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as any of the foregoing; provided that in each case the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of Plains All American Pipeline and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. Any indemnification under these provisions will be only out of the assets of Plains All American Pipeline, and the general partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to Plains All American Pipeline to enable it to effectuate, such indemnification. Plains All American Pipeline is authorized to purchase (or to reimburse the general partner or its affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by such persons in connection with Plains All American Pipeline's activities, regardless of whether Plains All American Pipeline would have the power to indemnify such person against such liabilities under the provisions described above.
                        The underwriting agreements that the partnership may enter into with respect to the offer and sale of securities covered by this registration statement will contain certain provisions for the indemnification of directors and officers of the partnership and the underwriters or sales agent, as applicable, against civil liabilities under the Securities Act.

                Item 21. Exhibits and Financial Statement Schedules
                3.1 --Third—Third Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P. (incorporated by reference to Exhibit 3.1 to Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed on August 20,27, 2001)
                3.2 --Second—Second Amended and Restated Agreement of Limited Partnership of Plains Marketing, L.P. (incorporated by reference to Exhibit 3.2 to Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed on August 20,27, 2001)
                3.3 --Second—Second Amended and Restated Agreement of Limited Partnership of All American Pipeline, L.P. (incorporated by reference to Exhibit 3.3 to Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed on August 20,27, 2001).
                3.4 --Amended—Amended and Restated Limited Partnership Agreement of Plains AAP, L.P. (incorporated by reference to Exhibit 3.1 to Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed on June 11, 2001)

                II-1
                3.5 --Amended—Amended and Restated Limited Liability Company Agreement of Plains All American GP LLC (incorporated by reference to Exhibit 3.2 to the Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed on June 11, 2001)
                

                                     II-1


                3.6  --Certificate—Certificate of Incorporation of PAA Finance Corp. (incorporated by reference to Exhibit 3.6 to the Plains All American Pipeline, L.P.'s Registration Statement on Form S-3 filed on August 27, 2001)
                3.7  --Bylaws—Bylaws of PAA Finance Corp. (incorporated by reference to Exhibit 3.7 to the Plains All American Pipeline, L.P.'s Registration Statement on Form S-3 filed on August 27, 2001)
                4.1  --Indenture—Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
                4.2  --First—First Supplemental Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing, L.P., All American Pipeline, L.P., Plains Marketing GP Inc., Plains Marketing Canada LLC, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Basin Holdings GP LLC, Basin Pipeline Holdings, L.P., Rancho Holdings GP LLC, Rancho Pipeline Holdings, L.P. and Wachovia, National Association (incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
                4.3  --Form of Senior—Second Supplemental Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.1 to the
        Registration Statement on Form S-3 filed on August 27, 2001)

 4.4  --Form of Subordinated Indenture for Subordinated Debt Securities (incorporated by reference to
        Exhibit 4.2 to the Registration Statement on Form S-3 filed on August 27, 2001)

 4.5  --Form of Senior Debt Securities (incorporated by reference to Exhibit 4.3 to the Registration
        Statement on Form S-3 filed on August 27, 2001)

 4.7  --Registration Rights Agreement dated September 25, 2002 (incorporated by reference to Exhibit 4.3 to
        Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)

 4.6  --Form of Subordinated Debt SecuritiesDecember 10, 2003 among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing, L.P., All American Pipeline, L.P., Plains Marketing GP Inc., Plains Marketing Canada LLC, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Basin Holdings GP LLC, Basin Pipeline Holdings, L.P., Rancho Holdings GP LLC, Rancho Pipeline Holdings, L.P. and Wachovia, National Association (incorporated by reference to Exhibit 4.4 to the Registration
        StatementAnnual Report on Form S-3 filed10-K for the year ended December 31, 2003)
                4.4—Registration Rights Agreement dated December 10, 2003 among Plains All American Pipeline, L.P., PAA Finance Corp., the Guarantors named therein and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.5 to Annual Report on August 27, 2001)

 Form 10-K for the year ended December 31, 2003)
                5.1* --Opinion—Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
                8.1* --Opinion—Opinion of Vinson & Elkins L.L.P. relating to tax matters (contained in Exhibit 5.1)

12.1* --Calculation
                10.01—Contribution, Assignment and Amendment Agreement, dated as of ratioJune 27, 2001, among Plains All American Pipeline, L.P., Plains Marketing, L.P., All American Pipeline, L.P., Plains AAP, L.P., Plains All American GP LLC and Plains Marketing GP Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 27, 2001)
                10.02—Contribution, Assignment and Amendment Agreement, dated as of earningsJune 8, 2001, among Plains All American Inc., Plains AAP, L.P. and Plains All American GP LLC (incorporated by reference to fixed charges

Exhibit 10.1 to Form 8-K filed June 11, 2001)
                10.03—Separation Agreement, dated as of June 8, 2001 among Plains Resources Inc., Plains All American Inc., Plains All American GP LLC, Plains AAP, L.P. and Plains All American Pipeline, L.P. (incorporated by reference to Exhibit 10.2 to Form 8-K filed June 11, 2001)
                10.04—Pension and Employee Benefits Assumption and Transition Agreement, dated as of June 8, 2001 among Plains Resources Inc., Plains All American Inc. and Plains All American GP LLC (incorporated by reference to Exhibit 10.3 to Form 8-K filed June 11, 2001)
                10.05—Plains All American GP LLC 1998 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8, File No. 333-74920) as amended June 27, 2003 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2003)
                10.06—Plains All American 2001 Performance Option Plan (incorporated by reference to Exhibit 99.2 to Registration Statement on Form S-8, File No. 333-74920)
                II-2
                10.07—Phantom MLP unit Agreement for Greg L. Armstrong (incorporated by reference to Exhibit 99.3 to Registration Statement on Form S-8, File No. 333-74920)
                10.08—Phantom MLP Unit Agreement for Phillip D. Kramer (incorporated by reference to Exhibit 99.5 to Registration Statement on Form S-8, File No. 333-74920)
                10.09—Phantom MLP Unit Agreement for Tim Moore (incorporated by reference to Exhibit 99.6 to Registration Statement on Form S-8, File No. 333-74920)
                10.10—Phantom MLP Unit Agreement for Harry N. Pefanis (incorporated by reference to Exhibit 99.7 to Registration Statement on Form S-8, File No. 333-74920)
                10.11—Amended and Restated Employment Agreement between Plains All American GP LLC and Greg L. Armstrong dated as of June 30, 2001 (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2001)
                10.12—Amended and Restated Employment Agreement between Plains All American GP LLC and Harry N. Pefanis dated as of June 30, 2001 (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2001)
                10.13—Asset Purchase and Sale Agreement between Murphy Oil Company Ltd. And Plains Marketing Canada, L.P. (incorporated by reference to Form 8-K filed May 10, 2001)
                10.14—Crude Oil Marketing Agreement among Plains Resources Inc., Plains Illinois Inc., Stocker Resources, L.P., Calumet Florida, Inc. and Plains Marketing, L.P. dated as of November 23, 1998 (incorporated by reference to Exhibit 10.07 to Annual Report on Form 10-K for the Year Ended December 31, 1998)
                10.15—Omnibus Agreement among Plains Resources Inc., Plains All American Pipeline, L.P., Plains Marketing, L.P., All American Pipeline, L.P., and Plains All American Inc. dated as of November 23, 1998 (incorporated by reference to Exhibit 10.08 to Annual Report on Form 10-K for the Year Ended December 31, 1998)
                10.16—Transportation Agreement dated July 30, 1993, between All American Pipeline Company and Exxon Company, U.S.A. (incorporated by reference to Exhibit 10.9 to Registration Statement, file No. 333-64107)
                10.17—Transportation Agreement dated August 2, 1993, between All American Pipeline Company and Texaco Trading and Transportation Inc., Chevron U.S.A. and Sun Operating Limited Partnership (incorporated by reference to Exhibit 10.10 to Registration Statement, File No. 333-64107)
                10.18—First Amendment to Contribution, Conveyance and Assumption Agreement dated as of December 15, 1998 (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K for the Year Ended December 31, 1998)
                10.19—Agreement for Purchase and Sale of Membership Interest in Scurlock Permian LLC between Marathon Ashland LLC and Plains Marketing, L.P. dated as of March 17, 1999 (incorporated by reference to Exhibit 10.16 to Annual Report on Form 10-K for the Year Ended December 31, 1998)
                10.20—364-Day Revolving Credit Agreement dated November 21, 2003 among Plains All American Pipeline, L.P and Fleet National Bank and certain other lenders (incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K for the Year Ended December 31, 2003)
                10.21—Uncommitted Senior Secured Discretionary Contango Credit Agreement dated November 21, 2003 among Plains Marketing, L.P. and Fleet National Bank and certain other lenders (incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the Year Ended December 31, 2003)
                10.22—US/Canada Revolving Credit Agreement dated November 21, 2003 among Plains All American Pipeline, L.P, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P. and Fleet National Bank and certain other lenders (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K for the Year Ended December 31, 2003)

                II-3
                12.1*—Statement of Computation of Ratio of Earnings to Fixed Charges
                21.1* --List—List of Subsidiaries of Plains All American Pipeline, L.P.
                23.1* --Consent—Consent of PricewaterhouseCoopers LLP
                23.2* --Consent—Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
                24.1* --Powers—Powers of Attorney (included on the signature page)
                25.1* --Form—Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Indenture

99.1* --Form of Letter of Transmittal

99.2* --Form of Letter to Clients

99.3* --Form of Letter to Registered Holders and DTC Participants

99.4* --Form of Notice of Guaranteed Delivery

                
- --------

                *
                Filed herewith.
                        (b)   Financial Statement Schedules. Incorporated herein by reference to Item 8 of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

                                     II-2

2003.

                Item 22. Undertakings
                        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any Registrant, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
                        Each registrant hereby undertakes
                        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
                          (a)   To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
                          (b)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
                          (c)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and
                        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
                II-4
                        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
                        (4)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
                        (5)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
                        (6)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.


                                     II-3


                II-5

                SIGNATURES
                        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on November 15, 2002.

                                              PLAINS ALL AMERICAN PIPELINE, L.P.

                                              By: Plains AAP, L.P.,
                                                  its general partner

                                              By: Plains All American GP LLC,
                                                  its general partner


                                              By: /s/  GREG L. ARMSTRONG
                                                  -----------------------------
                                                  Name: Greg L. Armstrong
                                                  Title: Chairman of the Board
                                                  and Chief Executive Officer

                                              PLAINS MARKETING, L.P.

                                              By: Plains Marketing GP Inc.,
                                                  its general partner


                                              By: /s/  GREG L. ARMSTRONG
                                                  ------------------------------
                                                  Name: Greg L. Armstrong
                                                  Title: Chief Executive Officer

                                              ALL AMERICAN PIPELINE, L.P.

                                              By: Plains Marketing GP Inc.,
                                                  its general partner


                                              By: /s/  GREG L. ARMSTRONG
                                                  ------------------------------
                                                  Name: Greg L. Armstrong
                                                  Title: Chief Executive Officer

                                              PAA FINANCE CORP.

                                              By: /s/  GREG L. ARMSTRONG
                                                  -----------------------------
                                                  Name: Greg L. Armstrong
                                                  Title: President


                                     II-4



                                              PLAINS MARKETING GP INC.

                                              By: /s/  GREG L. ARMSTRONG
                                                  ------------------------------
                                                  Name: Greg L. Armstrong
                                                  Title: Chief Executive Officer

                                              PLAINS MARKETING CANADA LLC

                                              By: Plains Marketing, L.P.,
                                                  it sole member

                                              By: Plains Marketing GP Inc.,
                                                  its general partner


                                              By: /s/  GREG L. ARMSTRONG
                                                  ------------------------------
                                                  Name: Greg L. Armstrong
                                                  Title: Chief Executive Officer

                                              PLAINS MARKETING CANADA, L.P.

                                              By: PMC (Nova Scotia) Company,
                                                  its general partner


                                              By: /s/  HARRY N. PEFANIS
                                                  -----------------------------
                                                  Name: Harry N. Pefanis
                                                  Title: President

                                              PMC (NOVA SCOTIA) COMPANY

                                              By: /s/  HARRY N. PEFANIS
                                                  -----------------------------
                                                  Name: Harry N. Pefanis
                                                  Title: President

                                              BASIN HOLDINGS GP LLC

                                              By: /s/  HARRY N. PEFANIS
                                                  -----------------------------
                                                  Name: Harry N. Pefanis
                                                  Title: President

                                     II-5



                                              BASIN PIPELINE HOLDINGS, L.P.

                                              By: Basin Holdings GP LLC,
                                                  its general partner


                                              By: /s/  HARRY N. PEFANIS
                                                  -----------------------------
                                                  Name: Harry N. Pefanis
                                                  Title: President

                                              RANCHO HOLDINGS GP LLC

                                              By: /s/  HARRY N. PEFANIS
                                                  -----------------------------
                                                  Name: Harry N. Pefanis
                                                  Title: President

                                              RANCHO PIPELINE HOLDINGS, L.P.

                                              By: Rancho Holdings GP LLC,
                                                  its general partner


                                              By: /s/  HARRY N. PEFANIS
                                                  -----------------------------
                                                  Name: Harry N. Pefanis
                                                  Title: President

                                     March 17, 2004.
                PLAINS ALL AMERICAN PIPELINE, L.P.



                By:

                Plains AAP, L.P.,
                its general partner



                By:

                Plains All American GP LLC,
                its general partner



                By:

                /s/                  GREG L. ARMSTRONG      
                Name:
                Title:                		Greg L. Armstrong
                Chairman of the Board and Chief Executive Officer



                PLAINS MARKETING, L.P.



                By:

                Plains Marketing GP Inc.,
                its general partner



                By:

                /s/                  GREG L. ARMSTRONG      
                Name:
                Title:                		Greg L. Armstrong
                Chief Executive Officer



                PLAINS PIPELINE, L.P.



                By:

                Plains Marketing GP Inc.,
                its general partner



                By:

                /s/                  GREG L. ARMSTRONG      
                Name:
                Title:                		Greg L. Armstrong
                Chief Executive Officer



                PAA FINANCE CORP.



                By:

                /s/                  GREG L. ARMSTRONG      
                Name:
                Title:                		Greg L. Armstrong
                President
                II-6



                PLAINS MARKETING GP INC.



                By:

                /s/                  GREG L. ARMSTRONG      
                Name:
                Title:                		Greg L. Armstrong
                Chief Executive Officer



                PLAINS MARKETING CANADA LLC



                By:

                Plains Marketing, L.P.,
                its sole member



                By:

                Plains Marketing GP Inc.,
                its general partner



                By:

                /s/                  GREG L. ARMSTRONG      
                Name:
                Title:                		Greg L. Armstrong
                Chief Executive Officer



                PLAINS MARKETING CANADA, L.P.



                By:

                PMC (Nova Scotia) Company,
                its general partner



                By:

                /s/                  PHILLIP D. KRAMER      
                Name:
                Title:                		Phillip D. Kramer
                Executive Vice President



                PMC (NOVA SCOTIA) COMPANY



                By:

                /s/                  PHILLIP D. KRAMER      
                Name:
                Title:                		Phillip D. Kramer
                Executive Vice President



                BASIN HOLDINGS GP LLC



                By:

                /s/                  HARRY N. PEFANIS      
                Name:
                Title:                		Harry N. Pefanis
                President

                II-7



                BASIN PIPELINE HOLDINGS, L.P.



                By:

                Basin Holdings GP LLC,
                its general partner



                By:

                /s/                  HARRY N. PEFANIS      
                Name:
                Title:                		Harry N. Pefanis
                President



                RANCHO HOLDINGS GP LLC



                By:

                /s/                  HARRY N. PEFANIS      
                Name:
                Title:                		Harry N. Pefanis
                President



                RANCHO PIPELINE HOLDINGS, L.P.



                By:

                Rancho Holdings GP LLC,
                its general partner



                By:

                /s/                  HARRY N. PEFANIS      
                Name:
                Title:                		Harry N. Pefanis
                President
                II-8
                POWER OF ATTORNEY
                        Each person whose signature appears below appoints Phillip D. Kramer and Tim Moore, and each of them, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.
                        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.
                PLAINS ALL AMERICAN GP LLC., for itself and as the general partner of PLAINS AAP, L.P, as the general partner of PLAINS ALL AMERICAN PIPELINE, L.P.,

          Signature                        Title                    Date
- -----------------------------  -----------------------------  -----------------

   /s/  GREG L. ARMSTRONG      Chairman of the Board, Chief   November 15, 2002
- -----------------------------    Executive Officer and
      Greg L. Armstrong          Director (Principal
                                 Executive Officer)

   /s/  PHILLIP D. KRAMER      Executive Vice President,      November 15, 2002
- -----------------------------    Chief Financial Officer
      Phillip D. Kramer          (Principal Financial and
                                 Accounting Officer)

    /s/  EVERARDO GOYANES      Director                       November 15, 2002
- -----------------------------
      Everardo Goyanes

     /s/ ARTHUR L. SMITH       Director                       November 15, 2002
- -----------------------------
       Arthur L. Smith

   /s/  ROBERT V. SINNOTT      Director                       November 15, 2002
- -----------------------------
      Robert V. Sinnott

    /s/ GARY R. PETERSEN       Director                       November 15, 2002
- -----------------------------
      Gary R. Petersen

    /s/  J. TAFT SYMONDS       Director                       November 15, 2002
- -----------------------------
       J. Taft Symonds

    /s/  JOHN T. RAYMOND       Director                       November 15, 2002
- -----------------------------
       John T. Raymond

                                     II-7


                SIGNATURE
                		TITLE
                		DATE





                /s/  GREG L. ARMSTRONG      
                Greg L. Armstrong                		Chairman of the Board, Chief Executive Officer and Director
                (Principal Executive Officer)                		March 17, 2004

                /s/                  PHILLIP D. KRAMER      
                Phillip D. Kramer

                Executive Vice President, Chief Financial Officer
                (Principal Financial Officer)

                March 17, 2004

                /s/                  TINA L. VAL      
                Tina L. Val

                Vice President—Accounting
                (Principal Accounting Officer)

                March 17, 2004

                /s/                  EVERARDO GOYANES      
                Everardo Goyanes

                Director

                March 17, 2004

                /s/                  ARTHUR L. SMITH      
                Arthur L. Smith

                Director

                March 17, 2004

                /s/                  ROBERT V. SINNOTT      
                Robert V. Sinnott

                Director

                March 17, 2004

                /s/                  GARY R. PETERSEN      
                Gary R. Petersen

                Director

                March 17, 2004

                /s/                  J. TAFT SYMONDS      
                J. Taft Symonds

                Director

                March 17, 2004

                /s/                  JOHN T. RAYMOND      
                John T. Raymond

                Director

                March 17, 2004
                II-9
                        PLAINS MARKETING GP INC., for itself and as the general partner of PLAINS MARKETING, L.P. and ALL AMERICANPLAINS PIPELINE, L.P., which is the sole member of each of BASIN HOLDINGS GP LLC, the general partner of BASIN PIPELINE HOLDINGS, L.P. and RANCHO HOLDINGS GP LLC, the general partner of RANCHRANCHO PIPELINE HOLDINGS, L.P., and as the general partner of PLAINS MARKETING, L.P., the sole member of PLAINS MARKETING CANADA LLC


   /s/  GREG L. ARMSTRONG      Chief Executive Officer and    November 15, 2002
- -----------------------------    Director (Principal
      Greg L. Armstrong          Executive Officer)

    /s/  HARRY N. PEFANIS      President, Chief Operating     November 15, 2002
- -----------------------------    Officer and Director
      Harry N. Pefanis

   /s/  PHILLIP D. KRAMER      Executive Vice President and   November 15, 2002
- -----------------------------    Chief Financial Officer
      Phillip D. Kramer          (Principal Financial and
                                 Accounting Officer)

       /s/  TIM MOORE          Vice President, General        November 15, 2002
- -----------------------------  Counsel, Secretary and
          Tim Moore              Director

PAA FINANCE CORP.


   /s/  GREG L. ARMSTRONG      President and Director         November 15, 2002
- -----------------------------    (Principal Executive
      Greg L. Armstrong          Officer)

   /s/  PHILLIP D. KRAMER      Vice President, Chief          November 15, 2002
- -----------------------------    Financial Officer and
      Phillip D. Kramer          Director (Principal
                                 Financial and Accounting
                                 Officer)

    /s/  HARRY N. PEFANIS      Vice President and Director    November 15, 2002
- -----------------------------
      Harry N. Pefanis


                                     II-8







                /s/  GREG L. ARMSTRONG      
                Greg L. Armstrong                		Chief Executive Officer and Director
                (Principal Executive Officer)                		March 17, 2004

                /s/                  HARRY N. PEFANIS      
                Harry N. Pefanis

                President, Chief Operating Officer and Director

                March 17, 2004

                /s/                  PHILLIP D. KRAMER      
                Phillip D. Kramer

                Executive Vice President and Chief Financial Officer
                (Principal Financial Officer)

                March 17, 2004

                /s/                  TINA L. VAL      
                Tina L. Val

                Vice President—Accounting
                (Principal Accounting Officer)

                March 17, 2004

                /s/                  TIM MOORE      
                Tim Moore

                Vice President, General Counsel, Secretary and Director

                March 17, 2004


                PAA FINANCE CORP.


                /s/                  GREG L. ARMSTRONG      
                Greg L. Armstrong



                President and Director
                (Principal Executive Officer)



                March 17, 2004

                /s/                  PHILLIP D. KRAMER      
                Phillip D. Kramer

                Executive Vice President, Chief Financial Officer and Director
                (Principal Financial Officer)

                March 17, 2004

                /s/                  TINA L. VAL      
                Tina L. Val

                Vice President—Accounting
                (Principal Accounting Officer)

                March 17, 2004

                /s/                  HARRY N. PEFANIS      
                Harry N. Pefanis

                Vice President and Director

                March 17, 2004
                II-10
                PMC (NOVA SCOTIA) COMPANY, for itself and as the general partner of PLAINS MARKETING CANADA, L.P.

          Signature                        Title                    Date
- -----------------------------  -----------------------------  -----------------

    /s/  HARRY N. PEFANIS      
                SIGNATURE
                		TITLE
                		DATE





                /s/  W. DAVID DUCKETT      
                W. David Duckett                		President (Principal           November 15, 2002
- ----------------------------- Executive Officer)March 17, 2004

                /s/                  D. MARK ALENIUS      
                D. Mark Alenius

                Vice President Chief Financial Officer
                (Principal Financial and Accounting Officer)

                March 17, 2004

                /s/                  TIM MOORE      
                Tim Moore

                Vice President and Director

                March 17, 2004

                /s/                  GREG L. ARMSTRONG      
                Greg L. Armstrong

                Director

                March 17, 2004

                /s/                  HARRY N. PEFANIS      
                Harry N. Pefanis

                Director

                March 17, 2004
                II-11


                QuickLinks
                TABLE OF CONTENTS
                Prospectus Summary
                The Exchange Offer
                Terms of the Notes
                Risk Factors
                Exchange Offer
                Ratio of Earnings to Fixed Charges
                Use of Proceeds
                Description of the Notes
                U.S. Federal Income Tax Considerations
                Plan of Distribution
                Legal Matters
                Experts
                Where You Can Find More Information
                Incorporation of Certain Documents by Reference
                Forward-Looking Statements
                PART II INFORMATION NOT REQUIRED IN PROSPECTUS
                Statement Schedules
                Item 22. Undertakings
                SIGNATURES