DESCRIPTION OF THE PROJECT CHANGE

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1 Stantec Consulting Ltd. 70 Southgate Drive, Unit 1 Guelph, Ontario N1G 4P5 September 19, 2012 Stantec File: Ministry of the Environment Environmental Approvals Access & Service Integration Branch 2 St. Clair Avenue West, Floor 12A Toronto Ontario M4V 1L5 Attention: Reference: Doris Dumais, Director Port Dover and Nanticoke Wind Project Renewable Energy Approval Amendment Information Package Dear Ms. Dumais: Capital Power GP Holdings Inc., in its capacity as General Partner of Capital Power L.P. (Capital Power), has received approval to develop, construct, and operate the Port Dover and Nanticoke Wind Project (the Project) in the Counties of Norfolk and Haldimand (the Counties), Ontario. The Project will generate MW (nameplate capacity) of renewable energy through the installation of 58 wind turbines, and will also include electrical collector and data lines (also referred to as cabling ), a substation, temporary construction areas, and other ancillary facilities such as turbine access roads. The Renewable Energy Approval for the Project was issued on July 17, 2012 under the Environmental Protection Act section 47.3(1) (Renewable Energy Approval No VDRCV). Capital Power is seeking an amendment to the REA as a result of ongoing Project consultation and engineering. The Project change consists of new preferred route selected for an electrical collector line in Norfolk County. This letter and its attachments provide information regarding the details of the proposed REA Amendment, and an assessment of the potential environmental effects of the change. DESCRIPTION OF THE PROJECT CHANGE The proposed amendment involves the installation of an underground collector line and data cabling from Concession 2 north to County Road 3. The Modification Report (February 2012), prepared as an addendum to the original REA application, outlined three potential options for routing the collector line in Norfolk County. The routing of Modification 19, Option 2 presented and assessed in that report is now proposed to be shifted approximately 320 m east. This shift moves the collector line from the west side of Feature 58 to the east side. The line will be directionally drilled underneath Feature #58 (Figure 1). The collector line may be placed on either side of the municipal road allowance, depending on site-specific conditions. Moving the collector line has resulted in a shift of the Project Location, as defined by O.Reg.359/09, since approval of the REA application by the MOE on July 17, Project activities would include trenching and directionally drilling the cabling on two private properties within a 15 to 60 m wide buildable area. Construction and maintenance activities would be the same as that identified for other trenched and directionally drilled cabling and would occur as presented in the Construction Plan Report and Design and Operations Report submitted in the REA application.

2 September 19, 2012 Doris Dumais, Director : Ms. Doris Dumais Page 2 of 3 Reference: Port Dover and Nanticoke Wind Project Junction boxes, similar to those currently approved for the Project, will be required along the collector line. The final location of the junction boxes will be determined during detailed design and placed in accordance with existing conditions (e.g., existing utilities, etc.) RATIONALE FOR THE PROJECT CHANGE The change in cabling route is proposed as a result of ongoing consultation with landowners and Norfolk County, and detailed engineering. EFFECTS ASSESSMENT FOR THE PROJECT CHANGE To identify any new environmental effects that would require additional mitigation or monitoring measures beyond those outlined in the REA application as a result of the Project change, a screening of potential effects on environmental features considered during the REA process was undertaken. The screening considered potential effects and mitigation measures provided in the REA application, and was intended to identify only additional considerations resulting from Mapping of the Project change is provided in Attachment A. The screening assessment is provided as Attachment B to this letter. An assessment of the change in context of the Natural Heritage Assessment and Environmental Impact Study was conducted, and confirmation received from the Ministry of Natural Resources. These documents are provided in Attachment C. An assessment of the change in context of the Water Assessment and Water Body Report is provided in Attachment D. The results of additional Stage 2 archaeological surveys conducted will be provided to the Ministry of Tourism, Culture and Sport for review and acceptance prior to the initiation of construction. SUMMARY AND CONCLUSION Potential effects and mitigation measures have been identified for the Project change in relation to information previously presented for the Project. It has been determined that the Project change can be implemented with no new net negative environmental effects. If you have any questions or concerns, please do not hesitate to contact me (contact information provided below) at any time. Sincerely, STANTEC CONSULTING LTD. Kara Hearne Project Manager Tel: (519) x250 Fax: (519) kara.hearne@stantec.com

3 September 19, 2012 Doris Dumais, Director : Ms. Doris Dumais Page 3 of 3 Reference: Port Dover and Nanticoke Wind Project Attachments A Figures B Screening Assessment of Potential Effects of the Project Change C Report Amendment: Natural Heritage Assessment and Environmental Impact Study and MNR Confirmation D Report Amendment: Water Assessment and Water Body Report cc. Agatha Garcia-Wright, Director, Environmental Approvals Branch, MOE Geoffrey Knapper, District Manager, MOE Hamilton District Office Vic Schroter, Supervisor, Team 5, MOE Sandra Guido, Senior Program Support Coordinator, Environmental Approvals Access & Service Integration Branch, MOE Anthony Zlahtic, Director Commercial Services, Capital Power Sarah Palmer, Senior Environmental Advisor, Capital Power

4 Attachment A Figures

5 ò new underground collector line LINE TER UAR W:\active\ \graphics\GIS\MXD\Amendments\NorfolkCollector\MainReport_v2\ _Fig1_SocioEc_NorfolkCollector_ mxd Revised: By: pworsell TQ 6 IO CESS CON SE H OU OOD N2W T414 TQ EAS T409 LINE TER UAR Coordinate System: NAD 1983 UTM Zone 17N 2. Base features produced under license with the Ontario Ministry of Natural Resources Queen's Printer for Ontario, Orthographic Imagery provided by First Base Solutions, Imagery taken in Spring, Proposed Project Components Original Components: No Changes Proposed ( Existing Features Road Railway Turbine Location Lot Boundary Project Component Watercourse Original Components: Proposed Deletion Collector Line & Data Cable Buildable Area Zones of Investigation Modified 300m ZOI Previous 300m ï %, ( Cemetery ñ æ Museum # * Closed Waste Disposal Site (MOE) Place of Worship Future Trail Link Hydrant Water Pump Station Forcemain Municipal Drain Transmission Main Built Heritage Resource Protected Property Capital Power L.P. Port Dover & Nanticoke Wind Project REA Amendment Information Package Former Waste Disposal Site (Haldimand OP) Municipal Infrastructure Municipal Boundary " ) ) " September, Client/Project # Waterbody Collector Line & Data Cable New Components: Proposed Addition m 1:12,000 Notes Legend 400 Waste Watermain Watermain Lagoon Water Water Supply Observation Well Abandoned-Other Figure No. 1 Title Socio-Economic Features

6 ò 3 LINE TER UAR 6 T414 USE DH O WOO ION 2 S S E C CON TQ EAS T409 LINE TER UAR W:\active\ \graphics\GIS\MXD\Amendments\NorfolkCollector\MainReport_v2\ _Fig2_LandUse_NorfolkCollector_ mxd Revised: By: pworsell TQ EAS new underground collector line :12,000 Notes 1. Coordinate System: NAD 1983 UTM Zone 17N 2. Base features produced under license with the Ontario Ministry of Natural Resources Queen's Printer for Ontario, Orthographic Imagery provided by First Base Solutions, Imagery taken in Spring, Legend Proposed Project Components Original Components: No Changes Proposed ( Turbine Location Project Component Original Components: Proposed Deletion Collector Line & Data Cable New Components: Proposed Addition Collector Line & Data Cable Buildable Area Zones of Investigation Modified 300m ZOI Previous 300m ZOI Existing Features Road Railway Lot Boundary Watercourse Waterbody Municipal Boundary Future Trail Link 400 m September, Land Use Designations Client/Project Capital Power L.P. Port Dover & Nanticoke Wind Project REA Amendment Information Package Agricultural Industrial Major Industrial Mineral Aggregate Resource Area Figure No. 2 Resort Residential Boundary Urban/Community Boundary Industrial Influence Area Hazard Lands Lake Shore Hazard Lands Selkirk Provincial Park Site Specific Policy Area Riverine Hazard Lands Title Land Use Designations

7 3 ò new underground collector line W:\active\ \graphics\GIS\MXD\Amendments\NorfolkCollector\MainReport_v2\ _Fig3_SoilPetro_NorfolkCollector_ mxd Revised: By: pworsell Notes EAST QUARTER LINE 6 EAST QUARTER LINE CONCESSION 2 WOODHOUSE Coordinate System: NAD 1983 UTM Zone 17N Base features produced under license with the Ontario Ministry of Natural Resources Queen's Printer for Ontario, T409 T m 1:12,000 September, Legend Proposed Project Components Original Components: No Changes Proposed ( Turbine Location Project Component Original Components: Proposed Deletion Collector Line & Data Cable New Components: Proposed Addition Collector Line & Data Cable Buildable Area Zones of Investigation Modified 300m ZOI Previous 300m ZOI Existing Features Road Railway Lot Boundary Watercourse Waterbody Municipal Boundary Mineral & Aggregate Resources XW Limestone (Crushed Stones) Petroleum Resources (OGSR) Gas Pipeline Oil Pipeline Petroleum Well Location Canada Land Inventory Class Value Client/Project Capital Power L.P. Port Dover & Nanticoke Wind Project REA Amendment Information Package Figure No. 3 Title Soil Capability, Petroleum Resources, and Mineral & Aggregate Resources

8 Attachment B Screening Assessment of Potential Effects of the Project Change

9 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Additional Features within Zone of Investigation and/or new Project Activities Heritage and Archaeological Resources Protected Properties and Heritage Resources Additional Potential Environmental Effects No protected properties or heritage resources are located within 300 m of the revised Project Location. Archaeological Resources Not applicable. There are no areas that would be excavated during the operation phase that would not have been assessed by an Archaeological Assessment prior to construction; therefore no potential effects are anticipated to archaeological resources during operation. Natural Heritage Resources Wetlands Directional drilling under significant wetland (Feature 58). Previously assessed significant wetland in Feature 58 is located within 120 m of the revised Project Location. A letter report supplement to the Natural Heritage Assessment and Environmental Impact Study has been prepared to identify changes to the impact assessment to the wetland, and has been confirmed by the Ministry of Natural Resources. Please refer to Attachment C for these documents. Areas of Natural and Scientific Interest Valleylands and Hazard Lands Woodlands Directional drilling under significant woodland (Feature 58). Additional mitigation measures for Feature 58 have been identified to supplement that provided in the Construction Plan Report and Environmental Effects Monitoring Plan. No Areas of Natural and Scientific Interest are located within 300 m of the revised Project Location. No hazard lands are located within 300 m of the revised Project Location. No significant valleylands are located within 120 m of the revised Project Location. Previously assessed significant woodland (Feature 58) is located within 120 m of the revised Project Location. A letter report supplement to the Natural Heritage Assessment and Environmental Impact Study has been prepared to identify changes to the impact assessment to the woodland, and has been Stantec Project Number: of 7

10 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Provincial Parks and Conservation Reserves Other Designated Natural Areas Wildlife and Wildlife Habitat Flora and Vegetation Communities Additional Features within Zone of Investigation and/or new Project Activities Directional drilling under generalized wildlife habitat (Feature 58). Additional Potential Environmental Effects confirmed by the Ministry of Natural Resources. Please refer to Attachment C for these documents. Additional mitigation measures for Feature 58 have been identified to supplement that provided in the Construction Plan Report and Environmental Effects Monitoring Plan. No provincial parks or conservation reserves are located within 300 m of the revised Project Location. No other designated natural areas are located within 300 m of the revised Project Location. Previously assessed generalized wildlife habitat (Feature 58) is located within 120 m of the revised Project Location. A letter report supplement to the Natural Heritage Assessment and Environmental Impact Study has been prepared to identify changes to the impact assessment to the generalized wildlife habitat, and has been confirmed by the Ministry of Natural Resources. Please refer to Attachment C for these documents. Additional mitigation measures for Feature 58 have been identified to supplement that provided in the Construction Plan Report and Environmental Effects Monitoring Plan. No significant flora and vegetation communities are located within 120 m of the revised Project Location. Flora and vegetation communities are located within 300 m of the revised Project Location. Potential effects to flora and vegetation communities within 300 m of the Project Location were evaluated in the REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.3) and the Design and Operations Report (Section 5.3) no additional measures are required as a result of Water Bodies and Aquatic Resources 2 of 7 Stantec Project Number:

11 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Additional Features within Zone of Investigation and/or new Project Activities Additional Potential Environmental Effects Groundwater New water wells. Depth of cabling to be installed by directional drill is comparable to that proposed for trenching of underground cables; potential effects to groundwater remain consistent with the original REA application. Water wells are mapped within 300 m of the revised Project Location. Potential effects on wells were assessed in the REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.4) and the Design and Operations Report (Section 5.4) no additional measures are required as a result of Surface Water, Fish and Fish Habitat A new mapped watercourse. Surface water drainage is mapped within 120 m of the revised Project Location. A letter report supplement to the Water Assessment and Water Body Report has been prepared to identify whether the mapped watercourse is a water body as defined by O. Reg. 359/09. Please refer to Attachment D for this document. No additional potential environmental effects have been identified as a result of Air Quality and Environmental Noise Air Emissions for the original proposed location; therefore potential effects of air emissions remain consistent with the original REA application. Dust and Odour Emissions Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.5) and the Design and Operations Report (Section 5.5) no additional measures are required as a result of for the original proposed location; therefore potential effects of dust and odour emissions remain consistent with the original REA application. Stantec Project Number: of 7

12 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Environmental Noise Additional Features within Zone of Investigation and/or new Project Activities Additional Potential Environmental Effects Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.5) and the Design and Operations Report (Section 5.5) no additional measures are required as a result of for the original location. Directional drilling and trenching is not atypical from other construction noise therefore potential effects of noise remain consistent with the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.5) no additional measures are required as a result of Land Use and Socio-Economic Resources Areas Protected Under Provincial Plans & Policies No areas protected under provincial plans and policies are located within 300 m of the revised Project Location. Existing Land Uses Recreation Areas & Cultural Features Agricultural Lands and Operations for the original location. Adjacent designated land uses are industrial; therefore potential effects to existing land uses remain consistent with the REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.5) and the Design and Operations Report (Section 5.6) no additional measures are required as a result of No recreation areas and cultural features are located within 300 m of the revised Project Location. No additional agricultural lands will be used as a result of 4 of 7 Stantec Project Number:

13 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Additional Features within Zone of Investigation and/or new Project Activities Additional Potential Environmental Effects Mineral, Aggregate, and Petroleum Resources Game and Fishery Resources Local Traffic Local Economy No mineral, aggregate, or petroleum resources are located within 300 m of the revised Project Location. No fishery resources are located within 120 m of the revised Project Location. Directional drilling is proposed to occur under the significant woodland (feature 58) which has the potential for gaming resources. These features were considered during the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.6) and the Design and Operations Report (Section 5.6) no additional measures are required as a result of for the original location; therefore potential effects to local traffic remain consistent with the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.6) and the Design and Operations Report (Section 5.6) no additional measures are required as a result of This Project change does not affect the Project s positive impact on the local economy. Existing Infrastructure Provincial and Other Major Infrastructure Stantec Project Number: of 7

14 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Navigable Waters Municipal Infrastructure Additional Features within Zone of Investigation and/or new Project Activities Additional Potential Environmental Effects No provincial and other major infrastructure is located within 300 m of the revised Project Location. No navigable waters are located within 300 m of the revised Project Location. No new negative effects are anticipated as a result of the Project change and there will be a decrease in use of the municipal road allowance. The potential decrease in collector line requirements removes a portion of the originally proposed collector system from the municipal road allowance. Waste Management and Contaminated Lands Landfill Sites No landfill sites are located within 300 m of the revised Project Location. Contaminated Lands Waste Generation No known contaminated lands are located within 300 m of the revised Project Location. for the original proposed location; therefore potential effects remain consistent with the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.8) and the Design and Operations Report (Section 5.8) no additional measures are required as a result of Construction and operation activities at the revised Project Location will be similar to other Project sites. Drilling mud will require removal by the construction contractor, and must be disposed of at an approved facility, and has been considered in the REA application. Potential waste generation activities and quantities remain similar to the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.8) and the Design and Operations Report (Section 5.8) no additional measures are required as a result of 6 of 7 Stantec Project Number:

15 PORT DOVER AND NANTICOKE WIND PROJECT RENEWABLE ENERGY APPROVAL AMENDMENT INFORMATION PACKAGE Attachment B: Screening Assessment of the Potential Effects of the Project Change Screening of Additional Potential Environmental Effects, Mitigation Strategies, and Monitoring Plans Environmental Feature Additional Features within Zone of Investigation and/or new Project Activities Additional Potential Environmental Effects Accidental Spills for the original location; therefore potential effects from accidental spills remain consistent with the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.8) and the Design and Operations Report (Section 5.8) no additional measures are required as a result of Public Health and Safety Public Health and Safety for the original location; therefore potential effects to public health and safety remain consistent with the original REA application. Protection and mitigation measures are discussed in the Construction Plan Report (Section 3.9) and the Design and Operations Report (Section 5.9) no additional measures are required as a result of Stantec Project Number: of 7