Express Pipeline Completes Expansion Financing

On July 21, 2004, Express Holdings (Canada) Limited Partnership and Express Holdings (USA) Inc. completed the first closing in respect of the issuance of US$110 million aggregate principal amount of 6.09 per cent senior secured guaranteed exchangeable notes due January 15, 2020. The first closing resulted in the issuance by private placement in the United States of US$55 million of notes. The second closing is scheduled to take place on October 15, 2004 and will result in the issuance of a further US$55 million of notes. The net proceeds of the notes are being used to fund an expansion of the Express Pipeline System. The notes are guaranteed by Express Pipeline Limited Partnership, Platte Pipe Line Co. and Express Pipeline LLC and are secured by the same collateral securing the notes under the initial financing for the Express Pipeline System, and may in the future be exchanged into notes issued under the indenture for the initial financing for the Express Pipeline System.

The Express Pipeline System is a 2,750 km pipeline that delivers 172,000 barrels per day of crude oil produced in Alberta from Hardisty, Alberta to refineries near Casper, Wyoming, and to Wood River, Illinois. To meet strong demand for Canadian crude oil, the capacity of the system is being expanded to 280,000 barrels per day, at a cost of approximately US$110 million. The expansion is scheduled for completion on April 1, 2005. The Express Pipeline System is indirectly owned by a consortium consisting of Terasen Inc., Ontario Teachers’ Pension Plan Board and Borealis Infrastructure Management Inc., and is operated by subsidiaries of Terasen Inc.

The note purchasers in the US were represented by Chapman and Cutler LLP in Chicago, with a team that included Robert Nash, Stacy Pike and Richard DiLallo (corporate); and in Canada by Macleod Dixon LLP in Calgary and Toronto, with a team that consisted of Howard MacKichan, Richard Borden (corporate) and Darren Hueppelsheuser and Ed Heakes (tax).

The issuers were represented by Mike Styczen, Senior Legal Counsel of Terasen Pipelines, Inc., and by Stikeman Elliott LLP in Calgary, with a team that was led by Glenn Cameron and included Leland Corbett and Michael Dyck (corporate) and David Weekes (tax). Bruce Sinclair and Janette Pantry of Borden Ladner Gervais LLP in Vancouver acted as special Canadian tax counsel to the issuers. Nigel Thompson of Aikins, MacAulay & Thorvaldson LLP in Winnipeg advised the issuers on matters of Manitoba law. The issuers were represented in the United States by Dickstein Shapiro Morin & Oshinsky LLP in Washington, DC, with a team led by Patrick Lynch, and included Rebecca Wright and Mara Strier (corporate) and Gary Schoenbrun (tax).

RBC Capital Markets acted as the agent with respect to the issuance of the notes. Anne Falvey and Kimberly Gilman of Sidley Austin Brown & Wood LLP in New York represented JPMorgan Chase Bank, the trustee and collateral agent in respect of the initial financing for the Express Pipeline System.