ONTARIO ENERGY BOARD. IN THE MATTER OF the Ontario Energy Board Act, 1998, S.O. 1998, c.15, Schedule B, and in particular, s.

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Cecilia Allison
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1 Exhibit 2 Page 1 of 4 ONTARIO ENERGY BOARD IN THE MATTER OF the Ontario Energy Board Act, 1998, S.O. 1998, c.15, Schedule B, and in particular, s.90 thereof; AND IN THE MATTER OF an Application by NOVA Chemicals (Canada) Ltd. for an Order granting leave to construct a hydrocarbon pipeline and ancillary facilities in the Township of St. Clair, County of Lambton. APPLICATION FOR LEAVE TO CONSTRUCT 1. ( NOVA Chemicals ) hereby applies to the Ontario Energy Board (the "OEB"), pursuant to Section 90(1)(c) of the Ontario Energy Board Act, 1998 ( OEB Act ) for an Order granting leave to construct approximately 4.0 kilometres ( km ) of nominal pipe size ( NPS ) 12 inch hydrocarbon (natural gas liquids, or NGLs ) pipeline with an operating pressure of more than 2,000 kilopascals ("Proposed Pipeline"). 2. Attached hereto as Schedule "A" is a map showing the general location of the Proposed Pipeline. The Proposed Pipeline is to be located entirely within the Township of St. Clair in Lambton County, within an existing right of way ( RoW ) which is comprised of a series of easements registered in favour of NOVA Chemicals. The existing RoW currently contains a dormant NPS 4 hydrocarbon line and a portion of a dormant NPS 8 hydrocarbon line, both owned and previously operated by NOVA Chemicals. The portions of the NPS 4 and NPS 8 pipelines located in the RoW will be removed as part of the Proposed Pipeline project. 3. The Proposed Pipeline will connect to the Windsor-Sarnia Pipeline owned and operated by Plains Midstream Canada ULC ( Plains ), at Plains existing NOVA valve site, and will terminate at a new valve site to be constructed on the Corunna petrochemicals facility owned and operated by NOVA Chemicals at 785 Petrolia Line, Corunna, Ontario (the Corunna Facility ).

2 Exhibit 2 Page 2 of 4 4. NOVA Chemicals owns and operates three petrochemical facilities in the Sarnia, Ontario area. The largest of these is the Corunna Facility. The Corunna Facility produces approximately 2.5 billion pounds of petrochemicals annually, including 1.8 billion pounds of ethylene which is used as feedstock at NOVA Chemicals other petrochemical facilities in the Sarnia region and is also sold to third parties in the Sarnia region. 5. The Proposed Pipeline will provide a second NGL pipeline to the Corunna Facility, complementing an existing connection of the Corunna Facility to the Sunoco Logistics Mariner West pipeline. The Proposed Pipeline will provide greater NGL supply capacity and reliability to support NOVA Chemicals current operations and possible future expansion of the Corunna Facility. 6. Construction of the Proposed Project is planned to commence on or about June, 2017 with a planned in-service date on or about November, NOVA Chemicals requests a term of thirty six (36) months for the applied for approval. The requested term for the approval would allow some flexibility should construction be delayed as a result of external events, such as delays in upstream projects connected with the new NGL transportation path from the supply basin to the Proposed Pipeline, and would provide some flexibility for NOVA Chemicals to retain its seasonal construction preference for summer, if appropriate. 7. NOVA Chemicals requests that this application be dealt with by way of a written hearing in accordance with Section 32 of the Board's Rules of Practice and Procedure.

4 SCHEDULE A Filed: Exhibit 2 Page 4 of 4

5 Exhibit 1 Tab A Page 1 of 1 EXHIBIT LIST Exhibit Tab Schedule Description 1 A Exhibit List B List of Abbreviations 2 Application 3 Evidence A B C D E F G H Project Summary Community Consultation Route Selection Engineering Construction Environmental Matters Land Matters Schedules 1 Proposed Pipeline Route 2 Environmental Report 3 Project Schedule 4 Class Study Assessment 5 Construction Techniques 6 Environmental Report Comments and Responses 7 List of Properties, Landowners and Dimensions of Permanent Easement

6 Exhibit 1 Tab B Page 1 of 2 LIST OF ABBREVIATIONS Alternate Route C means the preferred route to construct the Proposed Pipeline within the RoW which runs between the Existing Valve Site and the Corunna Facility. Alternate Route A and Alternate Route B means two additional routes identified to be environmentally acceptable and constructible options to transport NGLs between the Existing Valve Site and the Corunna Facility. CD means compact disk. Corunna Facility means a petrochemicals facility at 785 Petrolia Line, Corunna, Ontario. CSA means Canadian Standards Association. CSA Z662 means Code Z for the Oil and Gas Pipeline Systems. EPP means the Project s Environmental Protection Plan. ER means the Environmental Report of the construction and operation of the Proposed Pipeline prepared by Stantec Consulting Limited and updated to reflect comments received following circulation in May, Existing Valve Site means Plains existing NOVA valve site. HAR means Heritage Assessment Report. HDD means Horizontal Directional Drill. HVP means high vapour pressure. hydrocarbon means natural gas liquids or NGLs. Kimball Pipeline Replacement Project means the project to construct the Proposed Pipeline (also known as the Project ). Kinder Morgan means Kinder Morgan Cochin LLC. km means kilometres. m means metres. MNRF means Ontario Ministry of Natural Resources and Forestry. MOECC means Ontario Ministry of Environment and Climate Change.

7 Exhibit 1 Tab B Page 2 of 2 MTCS means Ontario Ministry of Tourism, Culture and Sport. NDE means non-destructive examination of pipeline joints. NOVA Chemicals means NGLs means hydrocarbon or natural gas liquids. natural gas liquids means NGLs or hydrocarbon. NEB means the National Energy Board. New Valve Site means the new valve site for the Proposed Pipeline at the Corunna Facility. NPS means nominal pipe size. OEB means the Ontario Energy Board. OEB Act means the Ontario Energy Board Act. OEB Environmental Guidelines means the OEB Environmental Guidelines for the Location, Construction and Operation of Hydrocarbon Pipelines and Facilities in Ontario, 6 th Edition (2011). OPCC means Ontario Pipeline Coordinating Committee. Plains means Plains Midstream Canada ULC. Proposed Pipeline means approximately 4 kms of hydrocarbon (natural gas liquids or NGLs ) pipeline having a NPS of 12 inches to be installed in the RoW. Project means the project to construct the Proposed Pipeline, (also known as the Kimball Pipeline Replacement Project ). Proposed Pipeline Route means the preliminary preferred route, Alternate Route C, the preferred route for the Proposed Pipeline. RoW means the existingpipeline right of way comprised of a series of easements registered in favour of NOVA Chemicals. Stantec means Stantec Consulting Limited. Study Area means the study area defined and investigated in the ER. WWR means water well records.

PROJECT SUMMARY. 1. NOVA Chemicals requests approval from the OEB pursuant to Section 90(1)(c)

PROJECT SUMMARY. 1. NOVA Chemicals requests approval from the OEB pursuant to Section 90(1)(c) Tab A Page 1 of 6 PROJECT SUMMARY 1. NOVA Chemicals requests approval from the OEB pursuant to Section 90(1)(c) of the OEB Act for leave to construct approximately 4 km of hydrocarbon (natural gas liquids