Corridor Pipeline Financing

On September 14, 2000, Corridor Pipeline Limited, a wholly-owned subsidiary of BC Gas Inc., completed financing arrangements for the construction, ownership and operation of the $700,000,000 Corridor Pipeline Project with a syndicate of lenders led by Royal Bank of Canada and The Toronto-Dominion Bank as co-arrangers, The Toronto-Dominion Bank as Administrative Agent, Royal Bank of Canada as Syndication Agent and Bank One Canada as Documentation Agent.

When constructed, the Corridor Pipeline will deliver diluted bitumen produced by Shell Canada Limited, Chevron Canada Resources Limited and Western Oil Sands LP from the Shippers’ Muskeg River Mine near Fort McMurray, Alberta to the Scotford Upgrader at Fort Saskatchewan.

Glenn Cameron, Greg Nakonechny, Mike Styczen and Mark Coleman of Stikeman Elliott’s Calgary office represented Corridor and its affiliates with regard to the financing and a related commercial paper program to be undertaken by Corridor. The Stikeman team worked with John Fingarson, Corridor’s in-house counsel.

The lenders were represented by Dan Fournier, Mungo Hardwicke-Brown and Kevin Fougere of Blake, Cassels & Graydon LLP in Calgary.

The Shippers’ consent was required for the financial arrangements entered into by Corridor. Acting for Shell in this regard was Phil Backman of Bennett Jones LLP in Calgary and John Courtright from Shell’s legal department. Cal Johnson of Burnet, Duckworth & Palmer acted for Chevron Canada. Ruth Modisette of Pillsbury Madison & Sutro LLP represented Chevron Corporation regarding the consent. John Fitzgerald of Macleod Dixon advised Western.