-I I I {~t?J.'I'! HGJn ~1,_~ t(O_I ~-~~'[::)It/)~~/;\ \d.\'i2IJ:'r, l:;tov,:. n~~;~(.-~ n~:~_k/:-\ l~i;.io,~~~:: 'i ~ nr:-:

tHP,-!~t:'l-:ir~lni..J l~l:.t:_hr(,I . ..... !Jl~1.7lr(;:it; ':)~:l: 1:1i :. ~~jf(o~" ~~I I; :dA,(~JJ~.l:J~.t~J~:.l~~; ~~~.:~..'~.r.:o_}:W_r.~.l~IIJ~r ':oWl':ll. r;,~{~)tlh~.\UJ~1i.'ft*,' ____ -_ t~JltiJn(:lrl_ni V((~Jr1:, l;{:t~ltOJit 'f~~)t:@:th.~_l:~H~, ~:t_~f>.tl!ror:t::i j~it::J~(~-' rJ'\~ J,?~ l{;,x_(:Pt.?.tl ~~~ ~A'l:ii.~/ r_:J~.::)~f~l ~I ,_~_i,_~Ql H~-' I~~~~ mtf:;(wc:,-~ . ~A~j~_t:_o:!coke to relocate the gas generating plant currently under

:r.nn~tn1ction. For several weeks, the Ontario Power Authority has discussion with the owners of the plant. They have not to stop construction and relocate. The OPA tias informed Greenfield that it is taking this step In the process and will not proceed with the contract. Contract negotiations are commercially sensitive. These discussions are confidential. Th9 OPA, as the contract holder, has been in discussions with Greenfield South to resolve this matter . .For several weeks, the OPA has been in dlscussion with the owners .of the plant; they have not agreed to stop construction and relocate. The OPA has Informed the corporation that it Is taking the next step .. and will not proceed with its contract. Not proceeding simply the next step In the process to ensure protected. Discussions began as soon as they could between OPA and .Greenfield South. We want to resolve this In a fair way and these edlscusslons take time. This Is simply the next step in the process to ratepayers are protected.

contract. &reenjietd Isfinancially liableJor any further investments in the project. We informed Greenffefd that we will not proceed with the contract. Despite best efforts to work with Greenfield South Power Corporation, OPA will not be proceeding with the contractfor Greenfield's Mississauga power plant. Afterseveral weeks ofdiscussions, no agreement has been reached to stop construction and relocate. In light ofthis, we have notified Greenfield that we are not proceeding with the contract. Greenfield isfinancially liablefor any further investments in the project. The government has been clear that it is committed relocating the plant. Given the government's commitment, and following discussions with Greenffe/d South, we decided not proceeding with the contract was the appropriate next step . Contract negotiations are commercial sensitive and we cannot say more than that. We initiated discussions with Greenfield South as soon as we received the Minister's fetter asking us to begin discussions. Not proceeding with the contract is the result of these discussions.

7 ;;-{i1;;~~:~~~l~lf~~~~~,~~~~i11;i~~~tl,:~~~i

.

!The OPA will pursue further discussions with Greenfield South. ' !Discussions are ongoing. We Intend to honour our commitment to !relocate the gas generation plant. Ontario families need a reliable :supply of clean power for our homes and businesses. T b1scussions are ongoing. We intend to honour our commitment to relocate the gas generation plant. Ontario families need a reliable ~upply of clean power for our homes and businesses. i we will work with the OPA to Identify a process that takes Into1,i::onslderatlon system planning requirements and can accommodate phanges that we might make as a result of the plant siting review. 'ifhese are two very different situations. ' irhe OPA has advised that Southwest GTA's local reliability issues pan be addressed through building transmission. Transmission projects were rejected by the people of northern York Region, and a generating facility is required immediately in the region to meet North American standards for reliability. We will pursue further discussions with Greenfield South. We expect to continue discussions with Greenfield South and hope to reach a satisfactory resolution. We expect to continue discussions with Greenfield South and hope to reach a satisfactory resolution.

We will work with the government to Identify a process that takes Into consideration system planning requirements and can accommodate changes that we might make as a result of the plant siting review. These are two very different situations. Southwest GTA 's local reliability Issues can be addressed through building transmission. Transmission projects were rejected by the people of Northern York Region, and a generating facility is required immediately in the region to meet North American standards for reliability. -:-:-: \'

... 'i ::,;_:::.

. .,- ,. ' . ~-::_;: . ...

8

The OPA has notified the developer that it is not proceeding with the IWe have asked the developer to stop work at the .

contract. The OPA has asked the developer to stop work at the site. site The government Is best able to answer this contract. The OPA requires the developer to stop work at the site. The OPA has notified the developer that it is not proceeding with the question. .Legislation is an option, however, we are hopeful that Greenfield South will work with the OPA to find a satisfactory resolution. The government is best able to answer this Legislation is an option, however, we are hopeful that Greenfield question.South will work with the OPA to find a satisfactory resolution. Our agency has a successful track record for negotiating and fulfilling contracts in the best Interest of Ontario

,The government and our agencies have successful track records for negotiating and fulfilling contracts in the best interest of Ontario ratepayers.taxpayers. This is a unique case. Like any other business, energy partners work together to respond to changing conditions. Contracts .are renegotiated or terminated on a small and large scale across This is a unique case. .businesses of all types.

J;-: ;:~ .;. : . ' .,,; ":.

9

:Oiscusslons are ongoinQ.Our government Is committed to :conducting business in an open and transparent manner. .Earlier this year the Ministry began to Investigate what crtteria are .used when locating gas plants in other jurisdictions. This Information )Yill help guide our planning for future gas plants in Ontario. Natural gas plants are designed and operated to a very high safety standard In Ontario and the province has' a strong safety record when It :comes to natural gas plants. lhls Is currently a government review. The OPA will certainly provide their Input. .Earlier this year the Ministry began to investigate what criteria are used when locating gas plants In other jurisdictions. This information )viii help guide our planning for future gas plants in Ontario. Natural gas plants are designed and operated to a very high safety standard ,In Ontario and the province has a strong safety record when it comes to natural gas plants. have an update at this time.

Contracts are commercially sensitive. It Is up to the developer to determine what they are willing to make public and when. OPA should refer questions about gas plant siting review to government. Ifasked about OPA's Involvement: This is currently a government review. We are pleased to work with the government and provide our input. ;

' :;. ,. "

.I

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10

l:~.~.li\.> r;t.l.:.t.llo.\'f...i~..nt.rn.\IV:t;Jli(:\'AJ~W~t~oii'I~Kplrt~,~FIMI l[Cola.:\i ~oJr'I!Jt:j ~~v,tltJ~: l~Jr tD !~J~ll:-~rJill ilh' 1"'~lc\''' l~n(ihtis' r,W;astern Pev~er er Greenfield when interpreting such term or provision, by virtue ofsuch fact. 1.10 Severability of Clauses If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting its application to other Parties or circumstances. ARTICLE2 COVENANTS

2.1 Cessation of Construction (a) Greenfield shall forthwith cease construction of the Facility and any part thereof and shall eJfereise all rights available te it, iae!uding uader tile applieable eeatraets, te cause all of its Contractors to cease any work at the Facility and to fully demobilize from the Site, other than any activities that may be reasonably necessary in the circumstances to bring such work to a conclusion. Greenfield shall also exereise all rig!Hs available te it, iaeluding uader tile applieable eeatraets, te eause tl!e Suppliers efthe materials, preduets, eEIUif!meat, mael!iaery, eempeaeats and apparatus te be meerperated iate tile Faeility set ellt ea Sel!edule 2.1 (a) (tile "8ubjeet EquiJ3meat")cause the Suppliers to cease manufacturing the 8ul3jeet Equipment. Greeffiield shall mstruet tile Suppliers ef all etller materials, pre duets, SEjuipmeat, mael!iaery, eempeaeats er apparatus ether tllaa tile 8u13jeet Beruipmeat, meludiag feir greater eertaiatyFacilitv Equipment except for the gas turbines, the HRSG, the transformers, and the pumps (the ''Relocated Equipment");--te~ Suppliers may continue to manufacture the Relocated Equipment and Greenfield shall continue to perform its payment and other obligations under the contracts relating to the manufacture and supply of the Relocated Equipment am! tile OPA sl!all be respeasiele fer aud sl!all reiraeurse Greeafield fer all ameuats payable under suel! eeatrae-ts fer tl!e Releeated EEjuipmeat. Greenfield shall not permit any

-6ofthe 800jeet BE!IIifJmeftt er aay efthe Releeatea Il'!llifJmeRt (iael!laing fer greater eertai!lty the gas tl1reffie~,Facilitv Equipment to be delivered to the Site Eillr'.ag the term ef this AgreemeRt. Greenfield shall arrange for suitable storage for the Relocated Equipment as completed fJenaffig releeatien te the Releeatea Faeility ana tHe OPA shall ee FeSflSBSib!e fer and reimburse Gree!Efiela fer all ameuftts payallleand all costs for the transportation, insurance and storage ofthe Relocated Equipment fJSnaffig releeatien there efts the Releeatea Faeility. shall be dealt with in accordance with Section 2.2. !NTD: Reimbursement has been deleted from this paragraph as it is already covered in Section 2.2 which addresses the costs of comnlying with Section 2.1 (a).] (b) Notwithstanding Section 2.l(a), Greenfield shall, or shall E!lWitees (ICC75B) 3 ....._...., 4 I print rutt name, address [lllCiudiog met name & number), postal code,5 teleph011e and facsimile number.o of benelldary ' 6 I' 7 a) if you are attaching details b) Mefly describe what contract, agreement, etc. ccve!S or is related to

8. I ,, I'' ..,.... I ::: ' 'f.i ' .e ! ' ., ' .,:~-= ; oRec::: ' ,..~""'"",... 9. I '

.10.

11. '"""""" 12 ~ ' ; ' 13. .~-,..,.,..,''''"'

nama of individual or company guaranteeing repayment to Rayal Bank14. for arncunts paid under the guarantee slgnahlre(s) of iolfrvldual or of ca"""any of!loials ; -':$srJt~;:$~~~:: ; ' usuatt"""" party 11$Appk:ant(Re!erlrl (3) above). If not, nameofpallytllalwilrepay Royal Bank b"liiTOII:l!spakl. company ofllcen; autho~to !iign at Royal Bank. on behalf ol Ccmpany. '15. '' '"' ' ' For further infonnation contact: Your Royal Bank account manager or one of our trade experts at your regionallntemational Trade Centre. Trade Service Centre Help Line: 1-800-757-4525 ~ ~r--::~ -FORM 1003 (1212010) ~~ ~---"----=-~ ~-=! APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT OR GUARANTEE D I a e: 1. ROYAL BANK OF CANADA

Transit Branch Address

2. PLEASE ISSUE: 0 Standby Letter of credit according to: D ICC sso -lsPsa D Demand Guarantee 01CC75B

0 As per attached sample

3. FROM APPLICANT (Full Name, Street Address and Postal Code)

4. COMPANY CONTACT Name:

Tel: Fax: S. IN FAVOUR OF: (BENEFICIARY) (Full Name, Street Address inCl. Floor &lor Suite# and Postal Code) 6. FOR (a) CURRENCY I(b) AMOUNT IN FIGURES AND WORDS 0 Standby UC or Guarantee issued with built in increases in amount 0 Specifrc Collateral Security 0EDC .. 7. PURPOSE: a. D k. per attached details b. D Details as below Details:

a. EXPIRY DATE: (Select One) a)O One year from date of Issue

0 On (state date) blD Automatically renew this standby UC or Guarantee: (Specify) Every: Notification time re: non-renewal~~-Day c)O Standby UC or Guarantee issued under the laws of a country other than Canada. Specify Country (Alert: when a foreign Issuing bank Is used the expiration may be extended based on their requirements) d) 0 Standby UC or Guarantee Issued in favour of Govemment of Canada or Provincial Government containing a Delayed Claim Benefit 9. DEUVERY INSTRUC110NS-BENEFICIARY IN CANADA (Complete section 13. for beneficiary outside Canada I Select One)

0 Beneficiary 0 Applicant0 Other (as specified):

We recommend direct delivery to the beneficiafY 10. DRAWINGS: (Select One) Beneficia.y can make Done [JJ!u!tiple demands for payment (drawings) 11. DOCUMENTS REQUIRED FOR DRAWINGS (Optional) 0 Demand in writing Osight Draft 0 Signed BenefiCiafY Certificate stating a default D Copy of Transport Document (Specify) D Copy0es) of BenefiCiary's Invoice 0 Document as per format attached 0 Other (Specify): 12. SPECIAL INSTRUC110NS (Optional)

13. DEUVERY INSTRUCTIONS-BENEFICIARY OUTSIDE CANADA (Complete Section 9. for beneficiary in Canada)

a. 0 Drawings not permitted prior to b. 0 This standby UC or Guarantee wm automatically0 increase by (Amount) Oreduce by or ~ (Frequency) D Transferable Commencing (D ate) d. 0 Other (Specify):

a. Method of Delivery (Select One) D Swift to ~oreign Bank only D Courier to Foreign Bank 0 Courier to Beneficiary 0 Other Provide name and address of Foreign Bank if avmlable b. Instruct your correspondent bank in country of beneficiafY to (Select One) 0 Advise to benefiCiary 0 Issue on your behalf and deliver to: (Select One) 0 Our Agent (Name, address, phone no.) D Beneficiary All mail addresses must indude Slreet and Floor numbers when appropriate 14. BY SIGNING THIS FORM, THE CUSTOMER HEREBY ACKNOWLEDGES, AGREES AND RA11FIES THE INFORMA110N CONTAINED HEREIN AND THE TERMS AND CONDI110NS SET OUT ON THE NEXT PAGE. IN THE CASE OF INCORPORATED COMPANIES AND OTHER ORGANIZATIONS, THIS FORM MUST BE SIGNED BY PROPERLY AUTHORIZED OFFICIALS. LIABILITY WILL BE RECORDED IN NAME OF COMPANY, ORGANIZA110N OR INDMDUAL INDICATED BELOW, COMPANY NAME (WHERE) APPUCABLE. Per. Per. FOR BANK USE ONLY SRF NO. (Applicant) BRR~aferl3-1G-3)/ Rale IFACiliTY ACCOUNT NO. rttECIAL RATE (Where Appficable)EFF CTIVE DATE FFECTIVE DATEFRANSIT RE LIABILrTY GUARANTEE TYPE 0 Financial 0 Non-Financial T111de 0 Non-Financial Other DEBIT A/CAT TRANSIT: BORROWER Of other lhan appranl) BORROINER SRF NO. CONTAc;TAT lBBTR: EXPIRY DATE0 CADAICNO_SRF No. Of different to Bcm:IWI!I) BRANCHIBSG:D USDAJCNO. TEC COMMISSION FREQUENCY: D Annually D Quarterly D In Full li'ME OF D In advance D On Anniversary 10 GIJAAANTEEEXPIRYDAlEEXCEEDS 5(Select One) 0 Semi-annually 0 Monthly COLLECTION 0 At end of period 0 On Calendar Basis ~~ii:TKAPPROVALFROMGRM jACCOUNT MANAGER NAME {print) ICASFERAPFUCATION NO. IOR\GINALAPPUCATION HELD BY AUTHORIZING PARTY No. Tel. WE CERTIFY Tl-IAT THE INS'TRUCTIONS FOUO CRCA2 AND YVHERE J.I>PUCABL.E FOUO TR 4-f-2 HAVE BEEN OBSERVED AIJTHORIZEO SIGNATURE SIGNATURE STAMP ORIGINAL FORWARD TO YOUR BRANCH OR BUSINESS SERVICE CENTRE TERMS AND CONDITIONS In consideration of Royal Bank of Canada !hereinafter caned the "Bank.") issuing, honouring, revising and amending a standby letter of ctedit or guarantee (hereinafter called the "Credit") at the request of the person(sl (herein eoUeCtlvely called the "Customer", their flabllities herein being joint and several) whose signaturels) appears on the Application and Agreement for StandbY Letter of Credit or Guarantee !the "App1!.mion"J to which these terms and COnditions are attached and of which these terms and com:frtions form Part. and Sl.Jbject to modifications in the Credit which may be made by the Bank from time to time, the Customer covenants and agrees with tile Bank aS follows: 1. The Customer shall provide for an bills of exchange, drafts, cable and written demands for payments and receipts drawn or issued under a Credit {a "Drawing") by payment of the amounts thereof at the branch of the Bank where the ApPfication is made (the Appliaatlon Branch") In a~:~:ordance with the fonowlng provisions: (a) a Drawing in the currency of the plaae of the Application Branch shaD be provided for by payment in that currenay. (bJ a Drawing in a currency other than the aurreney of the place of the Appliaation Branch Ia "foreign ll\.ll'l'encyJ shell be provided for by payment in the ll\.ll'l'ency of the place of the Application Branch in an amount detennined by applying the Bank's current announced rate of exchange for converting such foreign currency to the currency of the place of the Application Branch to the amounts due under the Credit, or in such foreign currency. by bankers' demand draft or telegraphic transfer approved by the Bank: and (c) payment will be made on demand of the Bank, at any time and hom time to time, whether before, at Of after maturity of the Credit, together with interest from the date tile Drawing was honoured by the Bank. 2. The Customer shall pay the Bank's fees !including, without limitation, any legal and documentation fees) and expenses incurred by the Bank in aonnelltion with the Credit or these tenns and conditions, including the enforcemerrt of Its rights under tho Credit or these terms and conditions with interest thereon.

3. The Customer shall pay the Bank's fees and charges at the prevailing rate for issuing, renewing, honouring, revising and making amendments to Credits. The Customer shall reimburse the Bank that amount which compensates the Bank for any additional cost or reduction in income caused by: Ul an Imposition of or Increase in taxes on amounts payable by the Customer to the Bank in connection with the Credit or these terms and conditions, other than taxes on the overall net income of the Bank: Iii) an Imposition of or increase in reserve or sirmlar requirement against assets of, or deposits in or for the aaaount of loans by, or any other acquisition of funds by, the Bank: lii11 a change In any requirement of tho Bank

relating to capital adequacy; or (iv) the Imposition of any other aondition with respect to the Credit by any government, governmental body or agency, tribunal or regulatory authority, through any direetive, regulation, request or requirement with which finanaial Institutions operating in the relevant jurisdiction are a!:Customed to or have generally compfled, whether or not having the force of Jaw. 4. The Customer shall pay interest on all overdue payments, fees and charges. Any interest payable hereunder is payable at the rate of interest announced from time to time by the Bank as the reference rate then in effect for detennining Interest rates on commercial loans In the relevant currency and location. Such interest shall be calculated dany and shall be payable monthly with interest on overdue irrterest at the same rate as on the principal.

5. Notwithstanding any other provision of these terms and conditions, the Bank may at any time or from time to time, without notice to the Customer or to any other person, set-oft, appropriate and. apply any and all deposits {general and special) by or for the benefit of the Customer with any branch of the Bank, whether matured or unmatured, and regardless of currency and any other indebtedness of the Bank to the Customer, against and on account of the amounts payable tO, or the nabi6ties of the Customer to, the Bank under these terms and conditions, Irrespective of whether or not the Bank has made any demand for payment pursuant to the provisions of these terms and conditions or the amounts payable are due or the liabffities are contingent.

6. If, in the Appliaation, an automatic extension of the Credit has been requested, the Credit will be extended without amendment for a further period equal In duration to the period specified in the Appflcation, uotess 15 days prior to the time at which the Bank is required to give notice of non-renewal of the Credit to the beneficiary: (iJ the Customer notifieS the Bank In writing that the Credit is not to be renewed, or {ij) the Bank notifies the Customer in writing that the Bank will not renew the Credit.

7. The Bank may, in Its sole -discretion, use any agent or correspondent to advise, confirm or Issue the Credit or carry out any other act or deed in connection With the Credit.

8. These terms and conditions and the rights and obligations hereunder shall be deemed to form part of the Credit as II written thereon.

9. These terms and conditions and the obngations hereunder shall continue in force and _apply notwithstanding any change for any cause or in any manner whatsoever in the composition or membership of any fi1111 which Is a party hereto or may be a user of the Credit, and shall be binding upon the Customer and its heirs. executors, "administrators, suacessors and assigns and shall inure to the benefit of, and be enforceable by, the Bank and its successors and assigns.

10. In case of renewal or extension of the Credit or any bills drawn thereunder or any Increase in the amount of the Credit or any modification in any of its temts, all obligations of the Customer under these terms and conditions shall subsistand apply to and in respect of such bills and the Credit related thereto as so renewed, extended, Increased or modified.

11. If the Credit is not llonoured or partially honoured, it may only be cancelled or retired on a day other than its maturity date with the written consent of the beneficiary of such Cred"lt and the return of the Original Credit to the Bank.

12. Neither the Bank nor its agents or correspondents shall be liable for any loss resulting from (i) any act or omission pursuant to the Customer'$ instrUctions,

(ii) any other act or omission of the Bank or its agentl> Of correspondent$ other than arising from their gross negligence or wnful misconduct, lliil'the default or error in or misinterpretation of or default or delay in the sending, transmission, arrival or delivery of any message, dOcument or payment, whether in cipher or not, by post, telegraph, cable, Wireless or otherwise, (iv) any bm or document accepted, paid or acted upon by the Sank or Its agents or correspondents being in any or all respects invalid, insufficient, haudulent. forged or discrepant or any bill not bearing a sufficient refei'E!nae to the Credit, lv) any act, default, omission, insolvency or fanure in business of any other person (including any agent or correspondent), or (vi} any matter beyond the Bank's control.

13. Notwithstanding the form of any action or claim which may be asserted by the Customer, tile liability of the Bank under these terms and c:onditions or any document der111ered or Credit Issued will be limited in the aggregate to actual and direct money damages not exceeding the total fees and charges paid by the Customu to the Bank in connection with the Credit. In no event will the Bank be liable for any indirect, consequential or exemplary damages whatsoever, including loss of profits, or for any claims against 01' other liabilities of the Customer in respect of any third party, whether for breach of warranty, negligence or otherwise, evan if the Sank has been advised or been given notice of such a possibility.

14. The Customer shall indemnify the Bank from and against all losses, damages, expenses and liabiflties (including legal fees and expenses), which the Bank may incur by reason of Issuing, honouring and amending the Credit !including, without limitation, such losses. damages, expenses and liabilities that might arlso by reason of complying with local laws, customs and regulations rendering Invalid any provision of the Credit, induding. without limitation, provisions dealing with the expiration thereof) arising from the fraud, forgery or ntegal actions of others or the Sank's performance of the obDgations of a confinner that wrongfully dishonours a confirmation; or by reUon of any action taken, admitted or suffered to be taken In good faith in reliance upon any instruction (including, without limitation, any modification of instructions provided on the Applloation), appliaation, request or order from the Customer or upon other paper, document or electronic communication reasonably believed by the Bank to be genuine: or otheiWise arising out of the non-compliance by the Customer

with any of these terms and conditions.

15. Except as expressly provided by the instructions, a Standby Letter of Credit shall be subject to International Standby Practices 1998, ICC Publication No. 590 as revised from time to time, or if specifically requested, to Uniform Customs and Practice for Documentary Credits. 2007 revision, International Chamber of Commerce UCCJ Publication No. 600. A Demand Guarantee Is subject to Uniform Rules for Demand Guarantees, ICC Pub~cation No. 758 and subsequent revisions.

16. No failure to exercise and no delay in exercising on the part of the Sank, any right, power or privilege hereunder shall operate as a waiver thereof nor shall any partial or single exercise of any other right, power or prlvnege preclude any other right, power or privilege. No amendment, modification or waiver of any provision of these terms and aond1tions shall be effective unless it is in writing, duly signed by the Bank and the Customer, and then the amendment, modification or waiver wnl be effective only in the specific instant:e, for the specific purpose and fer the speaific length of time for which it is given by the Bank. These terms and oonditions and the obligations hereunder are In addition to and not in substitution for any other obligations or security held by the Bank for satisfaction of the Obligations. The remedies herein provided are cumulative and are not exalusive of any other right or remedy provided by law, in equity or under any agreement or instrument.

17. These terms and conditions shaU continue in full force and effect until the expiration ol the Credit, but notwithstanding any such expiration, these terms and aonditions shall ocntinue In full force and effect until all obligations then outstanding under the Credit have been paid in fuJI and all rights of the Bank hereunder have been satisfied or other arrangements for the securing of suah rights satisfactory to the Bank have been made.

18. These terms and conditions shall be binding upon the heirs, executors, administrators, assigns or S1JCCessors of the Customer and shall Inure to the benefit of and be enforceable by the Bank, its successors a:m assigns.

19. The Credit is subject to all laws, customs and regulations which may be in force in any place of negotiation or payment thereof as well as any laws specifically designated by the Customer. The Customer further agrees that when such foreign laws are designated, these terms and aonditions will be S1Jbjec:t, at the Bank's sole disaretion to these same laws. If any provision of these terms and conditions is or beaomes prohibit81:1 or unenforceable in any jurisdiction, suah prohibition or unenforceability shan not Invalidate, affect or impair any of the remaining provisions hereof or render unenforceable the provision in any other Jurisdiction.

20. The Customer has expressly requested that this document be drawn up and executed in the EngDsh language. Le client a express~ent demand! que ce document soit r6digh et signh en langue anglaise (Province of Quebec only).

THE CUSTOMER HEREBY ACKNOWLEDGES, AGREES ANO RATJRES THE TERMS AND CONOITIONS SET OUT ABOVE. IN THE CASE OF INCORPORATED COMPANIES AND OTHER ORGANIZATIONS, THIS FORM MUST BE SIGNED BY PROPERLY AUlHORIZED OFFICIALS. UABIUTY WILL BE RECORDED IN NAME OF COMPANY, ORGANIZATION OR INOMDUAL INDICATED BELOW, COMPANY NAME (WHERE} APPIJCABLE. Per. ______________________ Per. ______________________ '"Re~istered trademark of Royal Bank of Canada. RBC and Royal Bank are registered uademarlts of Royal Bank of Canada. ORIGINAL-FORWARD TO YOUR BRANCH OR BUSINESS SERVICE CENTRE E-FORM 1003112120101 APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT OR GUARANTEE Date:- 10. DRAWINGS: (Select One) 1. ROYAL BANK OF CANADA Beneficiary can make 0 One 0 Multiple demands for payment (drawings Transit 11. DOCUMENTS REQUIRED FOR DRAWINGS (Optional) Branch Address D Demand in writing D Sight Draft2. PLEASE ISSUE: 0 Signed Beneficiary Certificate stating a default0 Standby Letter of credit according to: 0 ICC 690 -ISP 98 0 Copy of Transport Document (Specify!

0 Demand Guarantee OICC 758 0 As per attached sample

0 Cop{ies) of Beneficiary's Invoice 3. FROM APPUCANT {Full Name, Street Address and Postal Code) 0 Document as per format attached 0 Other (Specify): 12. SPECIAL INSTRUCTIONS (Optional) .. 0 Drawings not permitted prior to 4. COMPANY CONTACT b. 0 This standby UC or Guarantee will automatically Qreduce by or Name: 0 increase by Tel: Fax:

(Amount} Commencing5. IN FAVOUR OF: IBENEFICIARY)(Full Name, Street Address incl. Floor &/or {Frequency! {Date)Suite II and Postal Code) 0 Transferable' d. 0 Other !Specify): 6. FOR lal CURRENC11bl AMOUNT IN FIGURES AND WORDS 13. DELIVERY INSTRUCTIONS-BENEFICIARY OUTSIDE CANADA {Complete Section 9. for beneficiary in Canada)0 Standby L/C or Guarantee issued with built in increases in amount .. Method of Delivery (Select One) 0 Specific Collateral Security 0 EDC 0 tiwift to roreign Dank only 0 Courier lO Fe:11eig11 Bf Royal Bank of Cal\llda.. ORIGINAL-FORWARD TO YOUR BRANCH OR BUSINESS SERVICE CENTRE EFORM 1003 !1212010) APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT OR GUARANTEE 0 ta e: - 1. ROYAL BANK OF CANADA

10. DRAWINGS: (Select One! Beneficiary can make 0 One 0 Multiple demands for payment {drawings Transit 11. DOCUMENTS REQUIRED FOR DRAWINGS (Optional}Branch Address D Demand in writing 0 Sight Draft 2. PLEASE ISSUE: 0 Signed Beneficiary Certificate stating a defaultD Standby letter of credit according to: D ICC 590. ISP 98 0 Copy of Transport Documem (Specify)

D Demand Guarantee OICC 758 D As per attached sample

D Cop[iesl of Beneficiary's Invoice 3. FROM APPUCANT {Full Name, Street Address and Postal Code) D Document as per format attached 0 Other (Specify): 12. SPECIAL INSTRUCTIONS (Optional) .. 0 Drawings not permitted prior to 4. COMPANY CONTACT b. 0 This standby LJC or Guarantee will automatically Qreduce by or Name: 0 increase by Tel: Fax:

(Amount) Commencing5. IN FAVOUR OF: (BENEFICIARYJ(Full Name, Street Address incl. Floor &lor {Frequency! tOateI Suite # and Postal Code) 0 Transferable' d. 0 Other (Specify): 6. FOR Ia) CURRENCl (b} AMOUNT IN FIGURES AND WORDS 13. DELIVERY INSTRUCTIONS. BENEFICIARY OUTSIDE CANADA . (Complete Section 9. for beneficiary in Canada) D Standby we or Guarantee issued with built in increases In amount Method of Delivery (Select One) 0 Specific Collateral Security

D~D~ 0 Swift to Foreign Bonk only D Courier to Foreign Bonk 7. PURPOSE: 0 Courier to Beneficiary.. 0 As per attached details b. 0 Details as below Details:

D Other Provide name and address of Foreign Bank if available B. EXPIRY DATE: (Select One) aiD One year from date of issue D On (state date) 10 Automatically renew this standby l/C or Guarantee: (Specify) Every: b. Instruct your correspondent bank in country of beneficiary to (Select One) Notification time re: non-renewal ___

Days 0 Advise to beneficiary 10 Standby UC or Guarantee issued under the laws of a country other tha

0 Issue on your behalf and deliver to: (Select One) Canada. Specify Country

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EXCEPT AS OTHERWISE EXPRESSLY STATED, THIS DOCUMENT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES -ISP 98 INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION VERSION CURRENT AT TIME OF ISSUANCE. For information and assistance from anywhere in Canada, call 1-800-757-4525, or contact the c:klsest client service unit as listed below: ALBERTA-tSASKATctlEWAN. lntel08tional Trade Centre Transit 02129 335. 8th Avenue SW, 5th Aocr C.lgae9, Manitoba R3C 3A6 QUEBEC lntemB!ional Trade Centr8 Trilnsit 02121 1 Place Vih Marie, 2nd Floor Mcnttu1, Quebec H3C 3A7

Td.: 1902.1421..0140 Fa>JV.$ARGES: Ch"""' ilnmch r ]. A:!JTI:IOJ(JZATIQN LENDER#:Tb WA!VEPROOF . OF LEGAL NAME: Authorization of Facility relocation and Settlement Agreement Cash Collateral Agreement WHERAS the Corporation proposes to enter into a facility relocation and settlement agreement (the "Facility Relocation and Settlement Agreement") between Greenfield South Power Corporation and the Corporation, in substantially the form of the draft Facility Relocation and Settlement Agreement (the "Draft FRSA") provided to the directors for their review. WHERAS the Corporation proposes to secure certain of its obligations under the Facility Relocation and Settlement Agreement by arranging for the issuance of an Irrevocable Standby Letter of Credit (the "Letter of Credit") by Royal Bank for the benefit of Greenfield in the amount of C$50,000,000.00, pursuant to an Application and Agreement for Standby Letter of Credit or Guarantee (the "LC Agreement") in the form (the "LC Agreement Form") provided to the directors for their review. WHEREAS the Corporation proposes to secure its obligations to Royal Bank in respect of Letter of Credit by depositing cash collateral in the amount of C$50,000,000.00 (the "Collateral") with Royal Bank , which will be held by Royal Bank and invested by RBC on behalf of the Corporation in a general investment certificate having a term of six months and entering into a cash collateral agreement (the "Cash Collateral Agreement") in favour of Royal Bank of Canada, Royal Bank Mortgage Corporation, Royal Trust Corporation of Canada and The Royal Trust Company in substantially the form of the draft Cash Collateral Agreement (the "Draft CCA") provided to the directors for their review. NOW THEREFORE be it resolved that: 1. the Board of Directors authorize the Corporation to enter into the Facility Relocation and Settlement Agreement;

2. the Board of Directors authorize the Corporation to enter into the Application and Agreement for Standby Letter of Credit or Guarantee;

3. the Board of Directors authorize the Corporation to enter into the Cash Collateral Agreement and to grant the security interest in the Collateral created thereby;

4. any one officer of the Corporation is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to execute and deliver the Facility Relocation and Settlement Agreement, the LC Agreement and the Cash Collateral Agreement (each an "Agreement") substantially in the form of and on the terms of and subject to the conditions set out in the Draft FRSA, the LC Agreement Form, and the Draft CCA, respectively, with such changes thereto as that officer may approve, such approval to be evidenced conclusively by the execution and delivery of the Agreement;

5. any one officer of the Corporation] is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to execute and deliver all such further agreements, instruments, certificates and other documents and to do all such other acts and things as that officer may determine to be necessary or advisable in connection with the transactions contemplated by each Agreement, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

Aleksandar Kojic From: Gadi Mayman [Gadi.Mayman@ofina.on.ca] Sent: November20, 201112:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno; Corey Simpson; Kenneth Russell; Sarah Neville Subject: Fw: Termination of Keele Valley

As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval.

I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 20, 2011 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the OCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 20 11:35:09 2011 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then .report back to the Board later? Original Message ----From: Sarah Neville Sent: Sunday, November 20, 2011 11:32 AM 1 To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah -----Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 20 09:23:27 2011 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 2 Aleksandar Kojic From: Colin Andersen Sent: November 20, 2011 12:26 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley

More fyi Original Message ----From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 20, 2011 12:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley

As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval.

I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 20, 2011 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the DCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 20 11:35:09 2011 1 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Me~sage From: Sarah Neville Sent: Sunday, November 28, 2811 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 28 89:23:27 2811 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 2

Aleksandar Kojic From: Michael Killeavy Sent: November 20, 2011 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley

We want assignment not termination. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 128 Adelaide St. West, Suite 1688 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6871 (fax) 416-528-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 28, 2811 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message ----From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 28, 2811 12:87 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, .November 28, 2811 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. 1 You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the OCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 28 11:35:89 2811 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 28, 2811 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah -----Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 28 89:23:27 2811 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different 2 contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 3 Aleksandar Kojic From: Colin Andersen Sent: November 20, 2011 12:49 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley

Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original Message From: Michael Killeavy Sent: Sunday, November 20, 2011 12:37 PM To: ColinAndersen Subject: Re: Termination of Keele Valley We want assignment not termination. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message ----From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 20, 2011 12:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi 1 Original Message ----From: Kenneth Russell Sent: Sunday, November 28, 2811 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the OCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the.OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 28 11:35:89 2811 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 28, 2811 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 28 89:23:27 2811 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. 2 The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew .Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under wHich Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 3 Aleksandar Kojic From: Michael Lyle Sent: November 20, 2011 12:54 PM To: Colin Andersen; Michael)911eavy; JoAnne Butler Subject: Re: Termination of Keele Valley

Not quite sure I fully understand your question but no. We want to take assignment because we want the existing contract to be in place and we will modify it with respect to price. Should not present any greater difficulty for OEFC. Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original.Message From: Michael Killeavy Sent: Sunday, November 20, 2011 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, MSH 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday~ November 20, 2011 12:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley 1 As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 20, 2011 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the OCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 20 11:35:09 2011 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 20, 2011 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. 2 Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 20 09:23:27 2011 Subject: Termination of Keele Valley

There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately. by reply email and permanently delete this. message, including any attachments, without reading them, and destroy all copies. Thank you. 3 Aleksandar Kojic From: Michael Killeavy Sent: November 20, 2011 12:56 PM To: Michael Lyle; Colin Andersen; JoAnne Butler Subject: Re: Termination of Keele Valley

Correct. We want it assigned to us only and not terminated. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Michael Lyle Sent: Sunday, November 20, 2011 12:53 PM To: Colin Andersen; Michael Killeavy; JoAnne Butler Subject: Re: Termination of Keele Valley Not quite sure I fully understand your question but no. We want to take assignment because we want the existing contract to be in place and we will modify it with respect to price. Should not present any greater difficulty for OEFC. Original Message ----From: Colin Andersen Sent: Sunday, November 20, 2611 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original Message From: Michael Killeavy Sent: Sunday, November 20, 2611 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination.

Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 126 Adelaide St. West, Suite 1666 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6671 (fax) 416-520-9788 (cell)

1 Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: sunday, November 2e, 2e11 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message ----From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 2e, 2e11 12:e7 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 2e, 2e11 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the OCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno 2 Cc: Kenneth Russell Sent: Sun Nov 20 11:35:09 2011 Subject: Re: Termination of Keele Valley

Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 20, 2011 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 20 09:23:27 2011 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and.gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 3 Aleksandar Kojic From: Michael Killeavy Sent: November 20, 2011 12:57 PM To: Colin Andersen Subject: Re: Termination of Keele Valley No we want it assigned. We have no time to negotiate with Eastern Power for a new contract. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 128 Adelaide St. West, Suite 1688 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6871 (fax) 416-528-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 28, 2811 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original Message From: Michael Killeavy Sent: Sunday, November 28, 2811 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 128 Adelaide st. We.st, Suite 1688 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6871 (fax) 416-528-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 28, 2811 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley 1 More fyi Original Message From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 20, 2011 12:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 20, 2011 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the DCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid outbefore the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 20 11:35:09 2011 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message 2 From: Sarah Neville Sent: Sunday, November 20, 2011 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 20 09:23:27 2e11 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 3 Aleksandar Kojic From: Colin Andersen Sent: November 20, 2011 1 :59 PM To: Michael Killeavy; Michael Lyle Subject: Re: Termination of Keele Valley

Can't we just terminate theirs and recreate ours as is with our needed changes simultaneously. No other changes.

Original Message From: Michael Killeavy Sent: Sunday, November 26, 2011 12:56 PM To: Colin Andersen Subject: Re: Termination of Keele Valley

No we want it assigned. We have no time to negotiate with Eastern Power for a new contract. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 126 Adelaide St. West, Suite 1666 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6671 (fax) 416-526-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message ----From: Colin Andersen Sent: Sunday, November 20, 2011 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original Message From: Michael Killeavy Sent: Sunday, November 26, 2611 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination.

Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 126 Adelaide st. West, Suite 1666 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6671 (fax) 416-526-9788 (cell)

1 Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 2e, 2e11 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message ----From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 2e, 2e11 12:e7 PM To: Colin Andersen; Peter Wallace (FIN} Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley As you"ll see from the exchange below, I have the right to terminate as the CEO and don"t need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 2e, 2e11 11:49 AM To: Gadi.Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement. You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early. My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the DCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination. -----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno 2 Cc: Kenneth Russell Sent: Sun Nov 28 11:35:89 2811 Subject: Re: Termination of Keele Valley

Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 28, 2811 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and.there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 28 89:23:27 2811 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 3 Aleksandar Kojic From: Michael Killeavy Sent: November 20, 2011 2:06 PM To: Colin Andersen; Michael Lyle Subject: RE: Termination of Keele Valley I don't think so. The simplest way to handle this is a direct assignment of all the OEFC's rights and obligations. We then amend the contract to increase the capacity payment. IF we terminate we have to renegotiate a new contract. If we've a few months this is not a problem. If we want this done in the next few days I see no other option for us. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 128 Adelaide St. West, Suite 1688 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6871 (fax) 416-528-9788 (cell) Michael.killeavy@powerauthority.on.ca -----Original Message----From: Colin Andersen Sent: Sun 28-Nov-11 1:59 PM To: Michael Killeavy; Michael Lyle Subject: Re: Termination of Keele Valley Can't we just terminate theirs and recreate ours as is with our needed changes simultaneously. No other changes. Original Message From: Michael Killeavy Sent: Sunday, November 28, 2811 12:56 PM To: Colin Andersen Subject: Re: Termination of Keele Valley No we want it assigned. We have no time to negotiate with Eastern Power for a new contract. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 128 Adelaide St. West, Suite 1688 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6871 (fax) 416-528-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen 1 Sent: Sunday, November 20, 2011 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original Message From: Michael Killeavy Sent: Sunday, November 20, 2011 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination. Michael Killeavy, LL.B., MBA; P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message ----From: Colin Andersen Sent: Sunday, November 20, 2011 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message ----From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 20, 2011 12:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley As you"ll see from the exchange below, I have the right to terminate as the CEO and don"t need Board approval. I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 20, 2011 11:49 AM To: Gadi Mayman; Sarah Neville; Serge Imbrogno 2 Cc: Corey Simpson Subject: Re: Termination of Keele Valley

While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement.

You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early.

My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the DCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not_in my view be desirable. OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination.

-----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 2e 11:35:e9 2e11 Subject: Re: Termination of Keele Valley Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 2e, 2e11 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 2e e9:23:27 2e11 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. 3 There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply email and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 4

Aleksandar Kojic From: Michael Lyle Sent: November 20, 2011 2:14 PM To: Colin Andersen; Michael Killeavy Subject: Re: Termination of Keele Valley

More effor Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 01:S9 PM To: Michael Killeavy; Michael Lyle Subject: Re: Termination of Keele Valley Can't we just terminate theirs and recreate ours as is with our needed changes simultaneously. No other changes. Original Message ----From: Michael Killeavy Sent: Sunday, November 20, 2011 12:S6 PM To: Colin Andersen Subject: Re: Termination of Keele Valley No we want it assigned .. We have no time to negotiate with Eastern Power for a new contract. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide st. West, Suite 1600 Toronto, Ontario, MSH 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-S20-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? Original Message From: Michael Killeavy Sent: Sunday, November 20, 2011 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination. 1 Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St..West, Suite 1600 Toronto, Ontario, MSH 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) Michael.killeavy@powerauthority.on.ca

Original Message ----From: Colin Andersen Sent: Sunday, November 20, 2011 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley

More fyi Original Message From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 20, 2011 12:07 PM To: Colin Andersen; Peter Wallace (FIN) Cc: Serge Imbrogno ; Corey Simpson ; Kenneth Russell ; Sarah Neville Subject: Fw: Termination of Keele Valley

As you'll see from the exchange below, I have the right to terminate as the CEO and don't need Board approval.

I've also been informed that it would have to be mutual, so we'd need a request for termination from Eastern Power, and there are a couple of practical details, like making sure their levelisation account has been repaid (which we think it has, but are checking), that we'd have to deal with. Gadi Original Message From: Kenneth Russell Sent: Sunday, November 20, 2011 11:49 AM

.To: Gadi Mayman; Sarah Neville; Serge Imbrogno Cc: Corey Simpson Subject: Re: Termination of Keele Valley While you could choose to seek Board approval to terminate the PPA, as CEO Gadi has the authority to enter into the termination agreement.

You are right that the Minister of Energy Direction to the OPA speaks only about the OPA entering into new contracts with the NUGs and OEFC terminating PPAs early.

My strong preference would be for the PPA to be terminated rather than assigned. The PPA uses the DCR. If it is assigned, until the PPA is renegotiated the OPA would be required to calculate DCRnew. This would bring the OPA into the Global Adjustment allocation discussion which would not in my view be desirable. 2 OEFC also needs to confirm that the Keele Valley Levelisation Account has been paid out before the termination.

-----Original Message ----From: Gadi Mayman To: Sarah Neville; Serge Imbrogno Cc: Kenneth Russell Sent: Sun Nov 20 11:35:09 2011 Subject: Re: Termination of Keele Valley

Do we need Board direction before we terminate (not that I'd think we'd have trouble getting it), or are we allowed to make a management decision to do so, and then report back to the Board later? Original Message From: Sarah Neville Sent: Sunday, November 20, 2011 11:32 AM To: Gadi Mayman; Serge Imbrogno Cc: Kenneth Russell Subject: Fw: Termination of Keele Valley Ken has sent the below regarding procedural issues for transfer, we need confirmation that the levelizatiopn account is discharged and there is a Hydro One direction to deal with. He also advised that there is no prescribed termination documentation, that a simple agreement to terminate as of a certain date and a release should do the trick. Sarah Original Message From: Kenneth Russell To: Sarah Neville Sent: Sun Nov 20 09:23:27 2011 Subject: Termination of Keele Valley There are a couple of practical issues related to terminating the PPA. The Keele Valley PPA had a Levelisation Account which is in effect a loan from Ontario Hydro to Eastern Power which is paid back by deductions from PPA. I believe that the Keele Valley Levelisation Account was recently paid off but you should confirm this with Andrew Chan. There is a direction from Eastern Power to Hydro One for the market price and meter data for Keele Valley to be sent to OEFC. This will have to be cancelled. It would seem likely that there will need to be a new direction in favour of the OPA unless they employ a different contract structure under which Keele Valley gets to keep its market proceeds. Under the current PPA OEFC pays the full contract price and gets to keep the market proceeds. This message, including any attachments, is meant only for the use of the individual(s) to whom it is intended and may contain information that is privileged/confidential. Any unauthorized use, copying or disclosure is strictly prohibited. If you are not the intended recipient or have received this message in error, please notify us immediately by reply e3 mail and permanently delete this message, including any attachments, without reading them, and destroy all copies. Thank you. 4

Aleksandar Kojic From: Michael Lyle Sent: November 20, 2011 2:14 PM To: Colin Andersen; Michael Killeavy Subject: Re: Termination of Keele Valley

Last message sent by mistake. Will get you an answer in a few minutes. Original Message From: Michael Lyle Sent: Sunday, November 20, 2011 02:13 PM To: Colin Andersen; Michael Killeavy Subject: Re: Termination of Keele Valley More effor Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 01:59 PM To: Michael Killeavy; Michael Lyle Subject: Re: Termination of Keele Valley Can't we just terminate theirs and recreate ours as is with our needed changes simultaneously. No other changes. Original Message From: Michael Killeavy Sent: Sunday, November 20, 2011 12:56 PM To: Colin Andersen Subject: Re: Termination of Keele Valley No we want it assigned. We have no time to negotiate with Eastern Power for a new contract. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 120 Adelaide St. West, Suite 1600 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6071 (fax) 416-520-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen Sent: Sunday, November 20, 2011 12:48 PM To: Michael Killeavy; Michael Lyle; JoAnne Butler Subject: Re: Termination of Keele Valley Is it just a timing thing (they cite "while negotiating" , if all done simultaneously does it matter? 1 Original Message From: Michael Killeavy Sent: Sunday, November 29, 2911 12:37 PM To: Colin Andersen Subject: Re: Termination of Keele Valley We want assignment not termination. Michael Killeavy, LL.B., MBA, P.Eng. Director, Contract Management Ontario Power Authority 129 Adelaide St. West, Suite 1699 Toronto, Ontario, M5H 1T1 416-969-6288 (office) 416-969-6971 (fax) 416-529-9788 (cell) Michael.killeavy@powerauthority.on.ca Original Message From: Colin Andersen SenL: Sunday, November-29, 2911 12:25 PM To: JoAnne Butler; Michael Killeavy; Michael Lyle Subject: Fw: Termination of Keele Valley More fyi Original Message From: Gadi Mayman [mailto:Gadi.Mayman@ofina.on.ca] Sent: Sunday, November 29, 2911 12:97 PM To: Colin Andersen; Peter Wallace (FIN