The Gamesa Wind Facilities were acquired through a newly formed partnership whose members include Class B members consisting of APCo (60% interest in Class B membership units) and Gamesa Energy USA, LLC (“Gamesa USA”), a subsidiary of Gamesa Corporación Tecnológica, S.A., the original developer of the projects, (holding a 40% interest in Class B membership units) and certain Class A equity investors who are primarily entitled to the tax attributes associated with the projects. Total cost of the three wind farms was approximately $747 million. 

The Gamesa Wind Facilities utilize Gamesa G9X-2.0 MW wind turbines. Gamesa USA has assumed all operations, maintenance, and capital repair responsibilities for the facilities pursuant to a 20 year agreement for the turbines and balance of plant facilities. 

Total annual energy production is expected to be 1,352 GW-hrs per year. The Gamesa Wind Facilities have long term, fixed price power sales contracts (the “Power Sales Contracts”) with a weighted average life of 11.8 years (Minonk and Sandy Ridge Wind Facilities 10 years each, Senate Wind Facility 15 years). Approximately 73% of energy revenues would be earned under the Power Sales Contracts. All energy produced in excess of that sold under the Power Sales Contracts, together with ancillary services including capacity and renewable energy credits, will be sold into the energy markets in which the facilities are located. 

## Acquisition of Shady Oaks Wind Facility 

Effective January 1, 2013, APCo acquired a 109.5 MW contracted wind powered generating station (“Shady Oaks Wind Facility") from Goldwind International SO Limited (“Goldwind”) for total consideration of approximately US$148.9 million. 

The Shady Oaks Wind Facility is located in Northern Illinois, approximately 80 km west of Chicago, Illinois and reached commercial operation in June 2012. 

The facility is comprised of 68 Goldwind GW82 1.5MW and 3 Goldwind GW100 2.5MW permanent magnet direct-drive wind turbines; these turbines are well suited for the wind regime, and offer significant technological advantages providing proven reliability, enhanced energy production efficiency and lower long term maintenance costs. Through its affiliate, Goldwind has assumed all operations, maintenance, and capital repair responsibilities for the Shady Oaks Wind Facility pursuant to a 20 year fixed price agreement for the turbines and balance of plant facilities. 

Total annual energy production is expected to be 364 GW-hrs per year. The Shady Oaks Wind Facility has entered into a 20 year inflation indexed power purchase agreement with the largest electric utility in the state of Illinois, Commonwealth Edison (BBB flat stable: Moody’s, S&P) for 310 GW-hrs of energy per year. All energy produced in excess of that sold under the power purchase agreement will be sold into the energy market in which the facility is located. 

## APCo $150 million Senior Unsecured Debentures 

On December 3, 2012, APCo issued $150 million 4.82% senior unsecured debentures with a maturity date of February 15, 2021 (the "APCo Debentures") pursuant to a private placement in Canada and the United States. The APCo Debentures were sold at a price of $99.94 per $100.00 principal amount, resulting in an effective yield to maturity of 4.83% per annum. Concurrent with the offering, APCo entered into a fixed for fixed cross currency swap, coterminous with the APCo Debentures, to economically convert the Canadian dollar denominated debentures into U.S. dollars, resulting in an effective interest rate throughout the term of 4.4%. 

Net proceeds from the APCo Debentures were used primarily to fund the 400MW investment in the Gamesa Wind Facilities discussed above. 

## APCo Credit Facility 

On November 16, 2012, APCo amended its existing $155 million senior secured credit facility (“APCo Facility”) to increase the commitments available under the Facility to $200 million. In addition, the bank syndicate has agreed to release its security previously held over certain APCo entities, such that the amended APCo Facility is now fully unsecured. The APCo Facility now has a maturity date of November 16, 2015. 

## Completion of Windsor Locks Repowering 

APCo has completed the repowering of the Windsor Locks electrical and steam energy generating station. The installation of a new 14 MW Solar Titan combustion gas turbine was completed in July 

