Boralex Completes Private Placement of Notes

On October 13, 2004, Boralex Power Income Fund completed a major refinancing, substituting US$70.7 million and C$35 million in senior secured notes for short-term debt and securing a revolving line of credit facility in Canada of C$15 million. The Fund’s US subsidiary, BPIF Finance LP, issued 6.22 per cent senior secured notes in an aggregate principal amount of US$70.7 million, maturing August 31, 2013. The Fund’s principal operating entity in Canada, Boralex Power Trust, issued 6.632 per cent series A senior secured notes in an aggregate principal amount of C$35 million, maturing July 9, 2014. The notes issued in the US are secured by all of the Fund’s US assets. The notes issued in Canada are secured by the Canadian assets. TD Securities acted as the Fund’s exclusive agent for the purpose of these private placements, which closed in July.

In a related transaction, Boralex Power Trust obtained a committed operating line of credit from the Toronto-Dominion Bank and entered into forward contracts and foreign exchange option contracts with TD. The note purchasers in Canada and TD took security under a single trust deed.
The Fund was represented in these transactions by Heenan Blaikie with a team comprising Keith Wilson, Lise Morissette, Ken Atlas, Peter Clark, Eric Levy, Lisa Davis, Dan Wolfensohn, Normand Quesnel and Chantal Sylvestre.

In the US, the Fund was represented by Torys, under the direction of general counsel Robert Hall and director of finance Nicolas Fontaine. The Torys team included Sandy Feldman, Gary Gartner, Miroslav Fajt, James Guadiana, David Wawro, Evan Sils, Gregg Larson, Matt Nichols, Zachary Silbersher and Mayah Judovits. Rath, Young and Pignatelli acted as special counsel to the Fund in the US on certain regulatory matters with a team that included M. Curtis Whittaker.

McCarthy Tétrault represented the note purchasers in Canada with a team that included David Woollcombe, Mark Rasile, Jerald Wortsman, Marc Dorion, Q.C., Kim Thomassin, John Sullivan, Richard O’Doherty and Anastassia Chtaneva.

In connection with the notes issued in the US, the note purchasers were represented by Chapman and Cutler, with a team that included Neil Mann, Jeff Burger, Willie Lewis, Amy Ritter, David Golden and Eric Roberson.

In connection with the revolving line of credit and derivatives transactions, TD Bank was represented by Blake, Cassels & Graydon, with a team that included Norman Saibil and Marc-Antoine La Rochelle.


David E. Woollcombe Miroslav M. Fajt Norm Saibil Janet L. Howard Lise Morissette Evan Sils Normand Quesnel Marc-Antoine La Rochelle Eric M. Levy Kim Thomassin Jerald M. Wortsman Michael Curtis Whittaker Neil Mann Dan Wolfensohn Marc Dorion James A. Guadiana Richard O'Doherty Peter L. Clark Roger J. Chouinard Chantal Sylvestre Sandy K. Feldman Nathalie Lamontagne Keith D. Wilson John T. Sullivan Lisa G. Davis


Torys LLP Rath, Young and Pignatelli, P.C. McCarthy Tétrault LLP Chapman & Cutler LLP Blake, Cassels & Graydon LLP