Date Closed

February 13, 2009

Lead Office

Toronto

Value

330.00 Million CAD

On February 13, 2009, The Consumers' Waterheater Operating Trust completed its offering of $60 million aggregate principal amount of 6.20% Series 2009-1 Senior Notes due April 30, 2012 and C$270 million aggregate principal amount of 6.75% Series 2009-2 Senior Notes due April 30, 2014. The notes were offered under a prospectus supplement to the Trust's short form base shelf prospectus dated March 19, 2008. The notes were offered on an underwritten basis by a syndicate of underwriters led by TD Securities Inc., and including Scotia Capital Inc., Desjardins Securities Inc. and HSBC Securities (Canada) Inc.

The notes were distributed pursuant to a prospectus supplement dated February 6, 2009 under the Trust's C$650 million base shelf prospectus dated March 19, 2008. The notes have been rated A by DBRS and Standard & Poors. The notes were issued under the Trust's platform indenture dated December 17, 2002 and are secured obligations until repayment of existing AAA-rated senior notes under that indenture.

McCarthy Tétrault represented TD Securities Inc. and the syndicate of underwriters with a team that included Andrew Armstrong and, Orysia Semotiuk and Gabriel Riff (securities) and James Morand (tax). McCarthy TetraultTétrault also represented the bank The Toronto-Dominion Bank with a team that included Stephen Furlan and Ana Badour (financial services).