Enerflex Systems Completes Debt Restructuring

On December 20, 2006 Enerflex Systems Ltd., a wholly owned subsidiary of Enerflex Systems Income Fund, completed a debt restructuring process that replaced its existing debt agreements. RBC Capital Markets and TD Securities acted as agents for Enerflex in connection with the issuance of $100.6 million senior secured notes via private placement to investors in Canada and the United States. Concurrently, a syndicate of lenders led by Canadian Imperial Bank of Commerce, as administrative agent, completed a $150 million three-year revolving bank credit facility. These combined facilities provide Enerflex the financial flexibility to continue with its existing growth strategy.

The $21 million senior secured notes are due on December 20, 2013 and $79.6 million on December 20, 2016. The bank credit facility is due on June 30, 2009 and may be renewed annually at the option of the lenders. Interest is based on a floating rate at the generally available banker acceptance rate plus an applicable margin.

Enerflex is a leading Canadian supplier of products and services to the global oil and gas production industry.

Bennett Jones LLP represented Enerflex as Canadian counsel with a team led by Neil Stevenson, which included David Dorrans, Mitch Williams and Darcy Moch. In the Netherlands, Enerflex was represented by W.Th.A. Schermer of Van Benthem & Keulen, in Australia by Jason Sprague of Champion Legal and in the US by a team led by Robert Gray of Mayer, Brown, Rowe & Maw LLP.

John Wilmot and Nancy Smith of Burnet, Duckworth & Palmer LLP represented the lenders, which included the Canadian Imperial Bank of Commerce, HSBC and the Toronto Dominion Bank.

Howard MacKichan, Salimah Janmohamed, Dan Baxter and Ed Heakes of Macleod Dixon LLP represented the note purchasers.