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

                       LETTER TO REGISTERED HOLDERS AND

                     DEPOSITORY TRUST COMPANY PARTICIPANTS

                                      for

                           Tender of All Outstanding

                          73/4% Senior Notes Due 2012

                                In Exchange For

                          73/4% Senior Notes Due 2012

                      That Have Been Registered Under The

                            Securities Act of 1933


      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
           __________, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").


   NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS PREVIOUSLY
ACCEPTED FOR EXCHANGE.

To Registered Holders and Depository Trust Company Participants:

   We are enclosing herewith the material listed below relating to the offer by
Plains All American Pipeline, L.P. and PAA Finance Corp. (the "Issuers"), to
exchange their 73/4% Senior Notes due 2012 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of their issued and outstanding 73/4% Senior Notes
due 2012 (the "Outstanding Notes") upon the terms and subject to the conditions
set forth in the Issuers' Prospectus, dated __________, 2002, and the related
Letter of Transmittal (which together constitute the "Exchange Offer").

   Enclosed herewith are copies of the following documents:

    1. Prospectus, dated __________, 2002;

    2. Letter of Transmittal (together with accompanying Substitute Form W-9
       Guidelines);

    3. Notice of Guaranteed Delivery;

    4. Letter that may be sent to your clients for whose accounts you hold
       Outstanding Notes in your name or in the name of your nominee; and

    5. Letter that may be sent from your clients to you with such client's
       instruction with regard to the Exchange Offer.

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   We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.

   The Exchange Offer is not conditioned upon any minimum number of Outstanding
Notes being tendered.

   Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will
represent to the Issuers that (i) the New Notes acquired in exchange for
Outstanding Notes pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the person receiving such New Notes, (ii) the
holder is not engaging in and does not intend to engage in a distribution of
the New Notes, (iii) the holder does not have any arrangement or understanding
with any person to participate in the distribution of New Notes, and (iv)
neither the holder nor any such other person is an "affiliate" (within the
meaning of Rule 405 under the Securities Act) of the Issuers. If the holder is
a broker-dealer that will receive New Notes for its own account in exchange for
Outstanding Notes that were acquired as a result of market-making activities or
other trading activities, it must acknowledge that it will deliver a prospectus
in connection with any resale of such New Notes.

   The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Outstanding Notes for you to make the foregoing representations.

   The Issuers will not pay any fee or commission to any broker or dealer or to
any other person (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer.

   Additional copies of the enclosed material may be obtained from the
undersigned.

                                          Very truly yours,

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