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34| BIG DEALS THE CAISSE COMPLETES INVESTMENT IN WINDFARMS CLOSING DATE: JANUARY 8, 2013 Caisse de dépôt et placement du Québec (the Caisse) completed its investment of approximately US$500 million in a portfolio of 13 operating windfarms in the United States and Canada that are owned and operated by Invenergy Wind LLC, and its affiliated companies (Invenergy), and which collectively have an aggregate capacity of approximately 1,500 megawatts (MW). Following the transaction, Invenergy remains the majority controlling shareholder in the projects. Caisse was represented in-house by Robert Côté, Vice President, Legal Affairs, Private Equity. Norton Rose Fulbright Canada LLP acted as counsel to the Caisse. The Norton team was led by Jean-Pierre Colpron and included Pete Wiazowski, Nicolas Labrecque, Mathieu Deschamps, David Millette, Philippe Levac, Peter Riddell and Meghan Stewart (private equity, corporate, M&A); Michèle Friel, Pascal Rodier, Sandro Muzzo and Mélanie Dupuis-Giuliani (banking and finance); Julie Paquette, Oliver Moore and Marie-Andrée Thibault (real estate); Jules Charrette (tax); Jean Piette (environment) and Pierre-Christian Labeau and Jocelyn Kearney (Aboriginal law). Kaye Scholer LLP acted as special US counsel to the Caisse with a team that included Madeleine Tan, Jeffrey Chester, Jamie Kocis, Elizabeth Sluder and Mendel Yudin (private equity, banking and finance, corporate and M&A) and Jeffrey Scheine and Gregg Benson (tax). Invenergy was represented in-house by Joe Condo, Vice President and General Counsel. Winston & Strawn LLP acted as counsel to Invenergy. The Winston & Strawn team was led by Laurette Petersen and included Katarzyna Homenda, Laura Pinzur, Irene Paik and James Croke (private equity, corporate and M&A) and Amit Kalra and Scott Malone (tax). McCarthy Tétrault LLP acted as Canadian counsel to Invenergy. The McCarthy Tétrault team was led by Marc Dorion and included Matthieu Rheault, Louis-Nicolas Boulanger, Thomas Lavier, Mathieu Leblanc, David Létourneau and Kim Thomassin (private equity, corporate and M&A); Laurent Gauthier (banking and finance) and Frederic Harvey and Ryan Rabinovitch (tax). POTENTIA SOLAR ENTERS INTO SENIOR FINANCING WITH THE MANUFACTURERS LIFE INSURANCE COMPANY CLOSING DATE: DECEMBER 19, 2012 PSI Solar Finance 1 Limited Partnership as borrower (a subsidiary of Potentia Solar Inc.) entered into a credit agreement with The Manufacturers Life Insurance Company as agent pursuant to which The Manufacturers Life Insurance Company and The Canada Life Assurance Company as lenders agreed to establish a $58 million senior secured loan facility in favour of the borrower to finance the acquisition, development and operation of approximately 95 solar photovoltaic (PV) rooftop facilities. Each rooftop project is the subject of a Feed-In Tariff Contract with the Ontario Power Authority. The projects are expected to generate an aggregate operating output of at least 13.0 MW (DC) by October 2013. Potentia Solar Inc. is an independent power producer in Ontario that generates electricity through its own 100 per cent solar-powered energy systems. Potentia and its subsidiaries were represented by Executive Vice President and General Counsel Gordon McMehen and by Chief Financial Officer Richard Dainard, and by McMillan LLP, with a team that consisted of Stephanie Robinson and Ahsan Mirza (finance); Robert Antenore and Roberto Andreacchi (real property) and Mike Richmond, Dean Psarras, Sandra Sbrocchi and Robert Hester (corporate). Jennifer Allen of Gardiner Roberts LLP represented Potentia Solar Inc. in connection with certain corporate matters. The Manufacturers Life Insurance Company was represented by Scott Kraag (project finance); Jonathan Weisz (commer- cial a finan of To GD LAN EQU PRO CLOS GDF close invol gener comp a cor titure the p inves billio that p Legal mana and SUE Th opera and s const ment 363 Onta Island Lexpert®Ranked Lawyers Steiner, Daniel E. Stephenson, Darrell J. Stikeman Elliott LLP (604) 631-1356 dsteiner@stikeman.com Stewart McKelvey (506) 632-2790 dstephenson@ stewartmckelvey.com Mr. Steiner advises on infrastructure and other business deals. He advises on the purchase and sale of businesses, mergers, acquisitions, joint ventures, the formation and financing of business ventures and general corporate law matters. ROB-Infrastructure.indd 34 Mr. Stephenson's corporate and commercial practice extends to PPPs, project finance, asset-based lending, banking, M&A, energy and natural resources, and regulated industries. His clients include governments and financial institutions. Stewart, QC, Anne M. Stobo, Gerry Stratton, QC, David J. Stuber, Ron Swar Blake, Cassels & Graydon LLP (604) 631-3313 anne.stewart@ blakes.com Borden Ladner Gervais LLP (613) 787-3555 gstobo@blg.com Davis LLP (780) 429-6804 dstratton@davis.ca Dentons Canada LLP (604) 443-7129 ron.stuber@dentons.com Davie Vineb (416) jswar Mr. Stratton advises builders, owners, lenders and receivers in construction/P3 matters. He was involved in the Northeast and Northwest Anthony Henday Drives, the Evergreen Line Rapid Transit, the Alberta Schools and the Calgary Ring Road projects. Mr. Stuber's practice focuses on the development and financing of domestic and international infrastructure and energy projects, and extends to hospitals, roads, rail, ports, power and gas (LNG). He advises proponents, lenders and others. Ms. Stewart's practice includes corporate structuring, M&A, financing & commercial contracts. Acts in major infrastructure projects across Canada. Winner of Canada's Top 25 Women Lawyers, 100 Most Powerful Women, PEAK Lifetime Achievement & other awards. Mr. Stobo's practice focuses on complex public procurement and government contracting issues. He counsels private- and public-sector clients on all aspects of the procurement process, from solicitation design to bid administration to legal challenges. 13-08-06 10:28 AM Mr. Sw dome borde privat acqui equity debt f struct financ produ and g

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