Project Financing for the Toba Montrose 196 Megawatt Run-of-River Hydroelectric Project

On November 8, 2007, Plutonic Power Corporation and a Canadian affiliate of GE Energy Financial Services, a unit of General Electric Capital Corporation, closed a $470 million senior secured credit facility for the Toba Montrose General Partnership with a syndicate of financial institutions, co-led by The Manufacturers Life Insurance Company and GE Capital Markets (Canada) Ltd. This complements the $190 million in equity and other financial instruments that closed on October 26, 2007, and completes funding for construction of the 196-megawatt East Toba River/Montrose Creek run-of-river hydroelectric generating facilities, 190 kilometres northwest of Vancouver at the headwaters of the Toba Inlet north of Powell River.

The project's credit facilities were co-arranged by The Manufacturers Life Insurance Company and GE Capital Markets (Canada) Ltd. (a Canadian affiliate of GE Energy Financial Services), which together led a syndicate of lenders to provide 38-year senior secured credit facilities structured to correspond to the three-year construction period and 35-year term of the project's Electricity Purchase Agreement with the British Columbia Hydro and Power Authority.

The lending syndicate consists of The Manufacturers Life Insurance Company, Sun Life Assurance Company of Canada, The Canada Life Assurance Company, an affiliate of GE Energy Financial Services, Allied Irish Banks, p.l.c. and Industrial Alliance Insurance and Financial Services Inc.
The transaction is the largest project financing to date of an independent power project in the British Columbia energy sector.

Toba Montrose General Partnership was represented by Blake, Cassels & Graydon LLP, with a team that included David Zacks, QC, Neal Wang, Samantha Richer and Vivian Kung (financial services), Gloria Chao (environmental), Caroline Findlay (Aboriginal/environmental) and Greg Umbach (property).

Plutonic Power Corporation was represented by Miller Thomson LLP led by Rupert Legge with Karen Dickson, James Taylor and So Yin Woo (corporate), Rosanne Kyle (Aboriginal) and Owen Pawson (construction).

GE Energy Financial Services was represented by Ken Pearce and Matthew Clarke (corporate) and Ian Binnie (financial services) of Blake, Cassels & Graydon LLP.

The Manufacturers Life Insurance Company, as Agent for the lenders, and the lenders were represented by McCarthy Tétrault LLP, with a team that included David Lever, Seán O'Neill and Jim Titerle (energy), Kevin Wright, Jill R. Pereira and Jessica Beverley (financial services), Abraham Costin (property), David Allardice (corporate/environmental), Michael Weizman and Donald J. McLeod (power/construction) and Thomas F. Isaac (Aboriginal).

Lawyer(s)

David A.N. Lever So Yin Woo Ian J. Binnie Thomas Isaac David A. J. Allardice Jill R. Pereira Matthew J. Clarke Gloria Chao Rupert A. Legge Owen D. Pawson Greg Umbach Samantha Bretholz Caroline K.H. Findlay Michael Weizman Jessica Beverley Kenneth Pearce Abraham (Bram) Costin Rosanne M. Kyle Donald J. McLeod Jim Titerle Seán C. O'Neill David A. Zacks Kevin Wright Karen A. R. Dickson Neal Wang