EXCHANGE AND REGISTRATION RIGHTS AGREEMENT AMONG PLAINS ALL AMERICAN PIPELINE, L.P., PAA FINANCE CORP., THE GUARANTORS AND THE INITIAL PURCHASERS Dated as of May 27, 2005Exchange and Registration Rights Agreement • May 31st, 2005 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York
Plains All American Pipeline, L.P., a Delaware limited partnership (the "Partnership"), PAA Finance Corp., a Delaware corporation ("PAA Finance," and together with the Partnership, the "Issuers") and the Guarantors listed on Schedule 1 hereto (the "Guarantors"), propose to issue and sell to the initial purchasers listed on Schedule 2 hereto (the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated May 24, 2005 (the "Purchase Agreement"), $150,000,000 principal amount of 5.25% Senior Notes due 2015 (the "Securities") relating to the initial placement of the Securities (the "Initial Placement"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers and the Guarantors agree with you for your benefit and the benefit of the other holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows:
