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Press release from CNW Group

FORT CHICAGO ENERGY PARTNERS L.P. COMPLETES CONVERSION TO VERESEN INC. AND ENTERS INTO NEW CREDIT FACILITY

Tuesday, January 04, 2011

FORT CHICAGO ENERGY PARTNERS L.P. COMPLETES CONVERSION TO VERESEN INC. AND ENTERS INTO NEW CREDIT FACILITY08:00 EST Tuesday, January 04, 2011/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./Trading Symbol:  FCE.UNExchange:  TSX CALGARY, Jan. 4 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") and Veresen Inc. are pleased to announce that the plan of arrangement (the "Arrangement") providing for the conversion of Fort Chicago from a limited partnership to a Canadian corporation, named Veresen Inc., has been completed, effective at 12:01 a.m. on January 1, 2011 (the "Effective Time").Pursuant to the Arrangement, holders of Class A limited partnership units of Fort Chicago ("Class A Units") received one common share of Veresen Inc. (each, a "Common Share") in exchange for each Class A Unit held at the Effective Time.  In addition, all of the rights, covenants, obligations and liabilities of Fort Chicago under the 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 (the "Series C Debentures") were assumed by Veresen Inc. at the Effective Time.  Holders of Series C Debentures will be entitled to receive Common Shares, rather than Class A Units, on the basis of one Common Share in lieu of each Class A Unit which they were previously entitled to receive, on conversion, redemption or maturity. The exchange of Class A Units for Common Shares pursuant to the Arrangement occurred, from a Canadian federal income tax perspective, on a tax-deferred rollover basis for holders of Class A Units. There is no need for the filing of a tax election form to realize the tax-deferred rollover.The Common Shares and Series C Debentures will commence trading on the Toronto Stock Exchange (the "TSX") within 3 to 5 business days of the Effective Time under the symbols "VSN" and "VSN.DB.C", respectively.  The Class A Units will be delisted concurrent with the commencement of trading of the Common Shares.In order to receive their Common Shares, registered holders of Class A Units must deposit with Computershare Investor Services Inc. a duly completed letter of transmittal, together with the certificates representing their Class A Units, in accordance with the instructions contained in the letter of transmittal provided to them in October 2010 along with Fort Chicago's information circular dated October 19, 2010.  Unitholders who hold their Class A Units through a broker or other intermediary do not need to submit a letter of transmittal and do not need to take any action to exchange their Class A Units for Common Shares.  For further information on how to exchange Class A Units for Common Shares, holders of Class A Units should contact Computershare Investor Services Inc. at 1-800-564-6253.New Credit FacilityOn December 23, 2010, Fort Chicago entered into an amended and restated senior unsecured credit agreement with a syndicate of Canadian and other financial institutions providing for an unsecured committed revolving credit facility in the maximum principal amount of Cdn.$450,000,000 which expires on December 23, 2013 and replaces Fort Chicago's prior revolving credit facility in the maximum principal amount of Cdn.$300,000,000.  Veresen Inc. assumed all of the indebtedness and obligations of Fort Chicago in connection with the new credit facility effective January 1, 2011.Veresen Inc.Veresen Inc. is a publicly traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America.  Its Common Shares are expected to be listed on the TSX under the symbol "VSN" and its Series C Debentures are expected to be listed on the TSX under the symbol "VSN.DB.C".  Veresen Inc. is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; an NGL extraction business which includes an interest in a world-class extraction facility near Chicago; and a power business with renewable and gas-fired facilities and development projects in Canada and the United States, and district energy systems in Ontario and Prince Edward Island.  Veresen Inc. and each of its pipeline, NGL extraction and power businesses are also actively developing a number of greenfield investment opportunities that will be a source of future growth.  In the normal course of its business, Veresen Inc. and each of its businesses regularly evaluate and pursue acquisition and development opportunities.Certain information contained herein relating to, but not limited to, Veresen Inc. and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen Inc. expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, the listing and trading of the Common Shares and Series C Debentures on the TSX, the delisting of the Class A Units and the development of greenfield investment opportunities.  Additional information on risks, uncertainties and factors that could affect Veresen Inc.'s operations or financial results are included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that the forgoing list of factors and risks is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time.Although Veresen Inc. believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual result achieved will vary from the information provided herein and the variations may be material. Veresen Inc. makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen Inc. does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise. Any forward-looking information contained herein is expressly qualified by this cautionary statement.For further information: Stephen H. White President and C.E.O.                     Richard Weech Vice President, Finance and C.F.O.Veresen Inc. Livingston Place Suite 440, 222 - 3rd Avenue S.W. Calgary, AB T2P 0B4 Phone: (403) 296-0140; Fax: (403) 213-3648 www.vereseninc.com