AirSource Subsidiaries Enter Credit Facilities

On November 3, 2005, two subsidiaries of AirSource Power Fund I LP entered into project financing arrangements with aggregate commitments of $144.3 million in connection with a wind farm project located near St. Leon, Manitoba (the Project). St. Leon Wind Energy Trust (St. Leon Trust) and St. Leon Wind Energy GP Inc. (St. Leon GP) entered into senior credit facilities in the amount of $73.3 million and subordinated debt facilities the aggregate amount of $71 million for construction and operation of the Project. The 99 MW Project, the first such wind farm in Manitoba, is scheduled for completion in
mid-2006.

Bank of Montreal acted as administrative agent for a syndicate of senior lenders comprised of Bank of Montreal and National Bank of Canada. BMO Nesbit Burns acted as lead arranger and sole bookrunner and National Bank Financial acted as co-lead arranger for the senior credit facilities.

St. Leon Trust entered into subordinated credit facilities with Algonquin Power Operating Trust (APOT) in the amount of $69.4 million, and St. Leon GP procured $1.6 million of subordinated debt facilities from Algonquin Power Venture Fund Inc. (APVFI).

The turbines used in the Project are being supplied by Vestas – Canadian Wind Technology, Inc., which was represented by lead counsel Tim Callahan, Joanna Horsnail and Lorraine Tyson of Mayer, Brown, Rowe & Maw LLP in Illinois, and local counsel Vicky Matheson of Clark Drummie in New Brunswick.

The power generated by the Project will be purchased by the Manitoba Hydro-Electric Board (Manitoba Hydro). Manitoba Hydro was represented by external counsel James Ferguson of Aikins, MacAulay & Thorvaldson LLP; and Manitoba Hydro in-house counsel Brian Shortt, with respect to power purchase matters, and Don Bjornson and Jennifer Moroz, with respect to transmission matters.

The Toronto office of Blake, Cassels & Graydon LLP acted as counsel to St. Leon Trust and St. Leon GP on the financing, with a team that included Ian Binnie, Ken Pearce and Michael Fabbri. Ron Mar and Ed Gill of Blakes in Calgary also provided tax advice to the St. Leon entities.

The senior lenders were represented by the Calgary office of Fraser Milner Casgrain LLP with a team composed of Joe Palin, Trevor Morawski and Shawn Davis. Edward (Ned) Brown, Scott Ransom and Howard Nerman of Pitblado LLP acted as local Manitoba counsel to the lenders and the borrowers. APVFI was represented by Samantha Horn of Stikeman Elliott LLP in Toronto, and by Eric Roblin of Fogler, Rubinoff LLP.