EXPLORER PIPELINE COMPANY ADDENDUM FOR BINDING PHASE OF OPEN SEASON FOR DILUENT PIPELINE EXTENSION PROJECT

Due to requests from potential subscribers Explorer Pipeline Company (“Explorer”) will extend the closing date for the Binding Phase of the Open Season for Diluent Pipeline Extension Project to May 7, 2012.

Additionally, Explorer is adding the following rate structure for shippers who wish to engage in 5-year term commitments in lieu of the previously proposed 10-year term commitment.

All other details, terms, and conditions from the preceding Open Season Announcement dated 3/5/12 remain in effect. This Addendum Notice and accompanying documents will be available on the Explorer Pipeline website at www.expl.com/openseason.

EXPLORER PIPELINE COMPANY ANNOUNCES BINDING PHASE OF OPEN SEASON FOR DILUENT PIPELINE EXTENSION PROJECT

Explorer Pipeline Company (“Explorer”) proposes to construct a new 24-inch diluent pipeline extension from its existing Peotone Station, which is located on its 24-inch mainline between Wood River, Illinois and Hammond, Indiana (“Diluent Pipeline Extension Project”), in order to allow shippers to transport diluent directly from Explorer to the Enbridge Southern Lights pipeline origin at Manhattan, Illinois. From Manhattan, the diluent delivered by Explorer will be transported via Southern Lights into Western Canada.

The Diluent Pipeline Extension Project requires a significant capital investment from Explorer. Therefore, long term throughput commitments are being sought from interested shippers in order to support the investment. The initial Non-Binding phase of the Open Season process was completed in the fourth quarter of 2011. During this phase prospective shippers had the opportunity to provide feedback and express their initial preferences. Explorer is willing to construct this pipeline extension if, in this Binding phase of the Open Season process, it receives sufficient support from shippers willing to sign long-term pipeline Throughput Agreements (“TAs”). The TA will provide volume incentive discounts intending to be competitively advantaged to other alternatives. The Binding Open Season will commence on March 5, 2012 and will end April 16, 2012.

The Notice of Binding Open Season and accompanying documents will be available on the Explorer Pipeline website at www.expl.com/openseason.

ABOUT EXPLORER PIPELINE

Explorer owns and operates a 1,900 mile common carrier pipeline system that transports refined petroleum products from the Gulf Coast to the Midwest. Through connections with other petroleum products pipelines Explorer serves more than 70 major population centers in 16 states. Major tankage and services to terminals are located at Port Arthur, Houston, Arlington, and Greenville, Texas; Glenpool, Oklahoma; Wood River, Illinois; and Hammond, Indiana. Explorer Pipeline consists of a 28-inch line from Port Arthur, Texas to Tulsa, Oklahoma, augmented with additional capacity on a 10-inch line between Houston and Arlington, and a 24-inch line from Tulsa, Oklahoma to Hammond, Indiana. Explorer currently transports refined petroleum products with more than 72 different product specifications for over 60 different shippers.

NOTICE OF OPEN SEASON

Open Season Document (pdf)

Shippers have expressed interest in the Diluent Pipeline Extension Project as described by Explorer Pipeline. Explorer Pipeline announces a Binding Open Season that will provide an opportunity for shippers to support the Diluent Pipeline Extension Project by making volume and term commitments, thereby becoming “Committed Shippers.” Volume incentive discounts will be made available. Final pricing structure will be based on the individual and aggregate levels of volume commitments. The term of the commitment will be ten years, and it may be extended upon the mutual agreement of the parties.

In the event the open season is oversubscribed by Committed Shippers, Explorer will allocate approximately 250,000 barrels per day on a pro rata basis, based on the level of capacity/volume commitment subscribed to by each Committed Shipper. Explorer is in the process of developing a new program for Committed Shippers seeking capacity that is not subject to proration (“Priority Capacity”). Under such program, Committed Shippers will have the ability to secure Priority Capacity by paying a rate premium, on an as-needed basis during periods of proration. More details can be found in the attached Draft Proration Policy.

Proposed Transportation Rates

Uncommitted Shippers will be charged the standard tariff rate:

Committed Shippers will be able to choose from various volume commitment levels over a 10 year term based on the range of tariff rates below. Any applicable deficiency payment obligation will be based solely on the share of the Discount Rate allocated to the new line segment, as outlined below. Final rate structure will be dependent upon the sum of all volumes pledged by Committed Shippers during the Binding Open Season. Per January 2012 rate structures, an expected indicative range of rates for individual committed shippers is estimated as follows:

If Explorer proceeds with the Diluent Pipeline Extension Project, the existing posted tariff FERC No. 100.9.0 effective 01/01/12 will be amended to include the Manhattan, IL destination for specialty products. All rates will be subject to the terms and conditions of the current Explorer Pipeline Company tariff FERC No. 100.9.0 effective 01/01/12 posted publicly at www.expl.com.

Project Highlights

• The Diluent Pipeline Extension Project offers a direct pipeline connection allowing shipments of diluent from any of Explorer’s 27 points of origin in the Gulf Coast region, to Manhattan, IL.
• Explorer boasts a direct origin connection to Lone Star’s NGL storage facility in Mont Belvieu, a primary market hub for the natural gas liquids industry.
• Explorer has connectivity to all but two Houston-area refineries. In addition, Explorer has the ability to source water-borne condensate and diluent from the Houston Ship Channel through existing connections to Kinder Morgan and Magellan.
• Future projects are being considered to further enhance origin connectivity at other strategic condensate and diluent supply sources in the Gulf Coast and Midcontinent regions. Explorer will consider other origin connections as may be desired by committed shippers.
• The Diluent Pipeline Extension Project addresses tankage and quality issues currently experienced on other long-haul diluent routing alternatives.
• The proposed pipeline extension will be approximately an 18 mile 24” diameter extension of Explorer’s mainline from Wood River, IL to Hammond IL.
• Explorer has a capacity of 350 MBPD, expandable to 450 MBPD on the 24” mainline.
• A preliminary engineering study has been completed by a professional engineering services company, including preliminary design, environmental, and permitting investigations.
• Contact with local and federal authorities has been initiated.
• If sufficient shipper commitments are obtained engineering, design, ROW and construction of the extension is expected to begin in the third quarter of 2012, and start-up is expected in the fourth quarter of 2014.

Binding Open Season Process

Bona fide potential shippers that wish to be eligible to receive transportation service pursuant to the terms offered to Committed Shippers are required to execute the Throughput Agreement (the “TA”), in the form attached. To execute the TA, a potential shipper must:

1. Insert its name, jurisdiction of incorporation or formation, address, choice of volume commitment, contact information, and signature.
2. Submit two executed copies to Dolin Argo, Explorer Pipeline; contact information below.

TAs that have been altered or amended in any way by a potential shipper, other than by the insertion of the shipper’s name, jurisdiction of incorporation or formation, address, choice of volume commitment, contact information, and signature may not be accepted by Explorer.

The posting of the final, executable version of the TA will not constitute an offer by Explorer to provide transportation service. Rather, the posting of the final version of the TA will enable prospective Committed Shippers to complete and return originals of the TA to Explorer, qualifying them as eligible to receive transportation service pursuant to the terms offered to Committed Shippers, if Explorer decides to proceed with the Diluent Pipeline Extension Project, and provided that Explorer executes the TAs as described herein.

Explorer, at its option, reserves the right to extend the deadline for submission of executed TAs. Any acceptance of late-filed TAs or any extension of the deadline for submission of TAs shall be accomplished by Explorer in a uniform manner, applied consistently to similarly-situated prospective shippers. If Explorer determines, at its sole option, not to proceed with the Diluent Pipeline Extension Project, then Explorer will so notify shippers by way of a notice posted to the Explorer website provided above, and neither the shippers nor Explorer will have any further commitments to each other or otherwise in regards to the Diluent Pipeline Extension Project.

Execution of TA by Explorer

If, after the close of the Binding Open Season, Explorer decides, at its sole option, to proceed with the Diluent Pipeline Extension Project, then Explorer will accept each TA by executing both originals and returning one original to each Committed Shipper. A Committed Shipper who has submitted a signed TA may not withdraw or cancel its TA prior to the date to be specified in the Binding Open Season or after the TA has been executed by Explorer. The TA, once executed and delivered by both parties, shall constitute a binding agreement, subject to its terms and conditions.

Regulatory Support

By executing a TA during the Binding Open Season, a Committed Shipper will indicate its support for the Diluent Pipeline Extension Project and will be deemed to have agreed to take such actions as my be reasonably requested to assist in obtaining any necessary regulatory authorizations. In addition, the Committed Shipper will agree to take no action that could delay consideration and approval of any regulatory authorities or that could be interpreted as evidence of lack of support for the Diluent Pipeline Extension Project as outlined in the Open Season documents.

Limitations and Reservations

This Notice along with related Open Season documents is provided for informational purposes only and creates no contractual relationship between Explorer and any party who receives them. Notwithstanding anything contained herein to the contrary, this Notice and the Open Season conducted by Explorer are not intended to constitute, nor shall they be construed to constitute, an offer or any binding obligation whatsoever on the part of Explorer to proceed with the Diluent Pipeline Extension Project contemplated by the Open Season. Explorer reserves the right in its sole discretion to modify or terminate the Open Season including without restriction and without advance notice. Explorer further reserves the right to modify or supplement any of the documents associated with the Open Season with or without notice.

Prospective Committed Shippers are advised to review the Open Season documents carefully and direct any questions concerning the Open Season, or any requests for information, to Dolin Argo using the contact information shown below.

These Open Season procedures are intended solely for use in connection with the Diluent Pipeline Extension Project discussed herein and are not to be in lieu of the requirements of the FERC or any applicable federal and state laws and regulations.

Contact

Inquiries about the Open Season or Notice should be directed to:

Dolin Argo
Director, Business Development
Explorer Pipeline Company
6846 S. Canton, Suite 300
Tulsa, OK 74136
918-493-5142
dargo@expl.com

More information about Explorer can be found at www.expl.com.
More information regarding Southern Lights can be found at www.enbridge-expansion.com.