Boralex Purchases Hydroelectric Facilities

On September 30, 2003, Boralex Power Income Fund purchased two hydroelectric facilities in New York State for approximately US$177.3 million from partnerships controlled by Black Hills Corporation, and Boralex Inc. purchased five hydroelectric facilities also in New York State for approximately US$8.7 million from entities controlled by Black Hills. The transactions included a US$70 million loan from Toronto-Dominion (Texas), Inc. to a U.S. subsidiary of the fund; a $35 million loan by The Toronto-Dominion Bank to a Canadian subsidiary of the fund; and a public offering of approximately $181 million in Canada of fund units.

The fund and Boralex Inc. were represented by Torys LLP in New York for the acquisitions and certain aspects of the financings, under the direction of in-house counsel Jean-Pierre Archambault. The Torys team included Sandy Feldman, Gary Gartner, Miroslav Fajt, Evan Sils, Mayah Judovits, Craig Pell, Matt Nichols, Gregg Larson and Michael Amm. Curtis Whittaker, Stephens Fowler and Jason Rich of Rath, Young and Pignatelli, P.A., in Concord, New Hampshire represented the fund and Boralex on U.S. regulatory matters.

The fund was also represented by Fraser Milner Casgrain LLP in Montreal in connection with the public offering of the units, with a team that included Charles Spector, Vitale Santoro, Valéry Zamuner, Kiriakos Vanikiotis and Richard Gauthier. In connection with the U.S. and the Canadian tranches of TD financings, the fund was represented by Heenan Blaikie LLP in Montreal, with a team led by Keith Wilson and including Glen Bowman, Robert Campbell and Mariella Lo Papa, under the direction of Nicolas Fontaine, interim CFO, and in-house counsel Jean-Pierre Archambault.

The underwriting syndicate was represented by Stikeman Elliott LLP, with a team that included Jean Marc Huot and J. Anthony Penhale. TD Bank and TD (Texas) were represented by Blake, Cassels & Graydon LLP in Montreal, with a team led by Norm Saibil, and assisted by Marc-Antoine LaRochelle and Annick Demers. Black Hills was represented by Morgan, Lewis & Bockius LLP in Los Angeles, with a team that included Richard Shortz, Monica Nguyenduc and Ingrid Myers, under the direction of in-house counsel Theodore Matula.