Legislature(2005 - 2006)SENATE FINANCE 532

06/05/2006 07:00 AM SPECIAL COMMITTEE ON NATURAL GAS DEV


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07:05:44 AM Start
07:07:04 AM SB2003 || SB2004
07:19:45 AM James Barnes, Barnes & Cascio
08:15:14 AM Louisiana Cutler, Preston Gates & Ellis
08:18:28 AM Nick Spiliotes, Morrison & Foerster
08:20:52 AM Bob Loeffler, Morrison and Foerster
08:31:51 AM Joseph K. Donohue, Preston Gates & Ellis
08:59:53 AM Dennis Bailey, Legislative Legal Services
09:10:13 AM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
-- Continued from 06/04/06 --
= SB2003 NATURAL GAS PIPELINE CORPORATION
Heard & Held
= SB2004 STRANDED GAS DEVELOPMENT ACT AMENDMENTS
Heard & Held
            SB 2003-NATURAL GAS PIPELINE CORPORATION                                                                        
        SB 2004-STRANDED GAS DEVELOPMENT ACT AMENDMENTS                                                                     
                                                                                                                              
CHAIR SEEKINS announced SB 2003 and SB 2004 to be up for                                                                        
consideration.                                                                                                                  
                                                                                                                              
The committee took an at-ease from 7:07:04 AM to 7:11:52 AM.                                                                
                                                                                                                                
SENATOR KOOKESH arrived.                                                                                                        
                                                                                                                                
SENATOR WAGONER moved to adopt Amendment 10 to SB 2004, labeled                                                                 
24-GS2046\A.13, Bailey, 6/4/06, which read:                                                                                     
                                                                                                                                
                     A M E N D M E N T  10                                                                                  
                                                                                                                                
     OFFERED IN THE SENATE                        BY WAGONER                                                                    
          TO:  SB 2004                                                                                                          
                                                                                                                                
     Page 6, line 23, following "project":                                                                                      
          Insert "and  each project entity to  be created to                                                                    
     own and operate any part of the project"                                                                                   
                                                                                                                                
     Page 6, line 24, following "chapter.":                                                                                     
          Insert  "Each  collateral  agreement  shall  be  a                                                                    
     condition   subsequent   to   the   proposed   contract                                                                    
     developed  under  this  chapter  shall  be  subject  to                                                                    
     review and authorization to  execute by the legislature                                                                    
     and, on  approval, may  be entered  into by  the public                                                                    
     corporation as provided in (b) of this section."                                                                           
                                                                                                                                
     Page 6, line 26, following "AS 43.82.435":                                                                                 
          Insert ", except that,  with respect to collateral                                                                    
     agreements submitted by the  commissioner of revenue to                                                                    
     the  legislature within  the  180-day  time limit,  the                                                                    
     time  limit  shall  be  extended  to  five  days  after                                                                    
     authorization  has been  approved. Each  project entity                                                                    
     collateral agreement to  be negotiated must incorporate                                                                    
     the following minimum elements:                                                                                            
                    (1)  if organized to do business in the                                                                     
          state,  the  project  entity shall  be  a  limited                                                                    
          liability   company   organized   under   AS 10.50                                                                    
          (Alaska Revised Limited Liability Company Act);                                                                       
                    (2)  for project entities organized                                                                         
          under  AS 10.50, the  operating agreement  adopted                                                                    
          under   AS 10.50.095,   or  equivalent   governing                                                                    
          document  for  project  entities  organized  under                                                                    
          other jurisdictions  ("Operating Agreement"), must                                                                    
          include   the   limitation    that   the   state's                                                                    
          obligation   to   fund  continuing   capital   and                                                                    
          operating obligations  shall be subject  to annual                                                                    
          appropriation  by the  legislature,  and that  the                                                                    
          state's  failure  to   appropriate  a  capital  or                                                                    
          operating  obligation  may  not  be  considered  a                                                                    
          default of  the state's  obligation, but  shall be                                                                    
          considered  only to  reduce the  state's ownership                                                                    
          interest on a  pro rata basis based  on the amount                                                                    
          of  the  failed   appropriation  relative  to  the                                                                    
          amount  of the  capital  or operating  obligations                                                                    
          funded by the remaining project owners;                                                                               
                    (3)  the Operating Agreement must                                                                           
          provide that                                                                                                          
                         (A)  the state may not agree to a                                                                      
               waiver  of   sovereign  immunity   without  a                                                                    
               reasonable  monetary  limit  on  that  waiver                                                                    
               under the facts and circumstances;                                                                               
                         (B)  the state may not indemnify                                                                       
               or  otherwise  hold  harmless any  person  or                                                                    
               entity that has been  adjudged in a judicial,                                                                    
               administrative,   or    alternative   dispute                                                                    
               resolution  proceeding   to  be   liable  for                                                                    
               negligence or  misconduct in  the performance                                                                    
               of the person's or  entity's duty or has been                                                                    
               adjudged guilty of a crime  or had a criminal                                                                    
               adjudication     withheld      subject     to                                                                    
               probationary terms;                                                                                              
                         (C)  the state may not eliminate                                                                       
               claims  for actual  damages  incurred by  the                                                                    
               state  and may  not  eliminate the  equitable                                                                    
               rights  to  seek   specific  performance  and                                                                    
               injunctive relief; and                                                                                           
                         (D)  the rights and limitations                                                                        
               provided  in this  paragraph  shall apply  to                                                                    
               collateral  agreements  to  be  entered  into                                                                    
               under this section;                                                                                              
                    (4)  the Operating Agreement must                                                                           
          provide that,  in the event  of a  dispute between                                                                    
          or among  the members of the  entity, a subsidiary                                                                    
          entity,  an  affiliate  of   a  member,  a  member                                                                    
          representative,  and  any  other person  or  legal                                                                    
          entity   that  has   a  membership   or  ownership                                                                    
          interest in  an owner entity of  the project, that                                                                    
          dispute   shall   be   subject  to   the   dispute                                                                    
          resolution  terms and  procedures set  out in  the                                                                    
          contract  as  approved  by the  legislature  under                                                                    
          AS 43.82.435;  for  purposes  of  this  paragraph,                                                                    
          "dispute"  means a  dispute, matter,  controversy,                                                                    
          or claim arising  out of or relating  to any owner                                                                    
          entity of  the project, any ownership  interest in                                                                    
          the project,  any agreement  between or  among the                                                                    
          members  or  owners of  any  owner  entity of  the                                                                    
          project arising  out of or relating  to that owner                                                                    
          entity   of  the   project,   or  the   operation,                                                                    
          management,  or  implementation  of  the  project,                                                                    
          including   its    interpretation,   construction,                                                                    
          performance,  enforcement, privileges,  rights, or                                                                    
          obligations; those  dispute resolution  terms must                                                                    
          incorporate  equivalent  presumptions and  burdens                                                                    
          of proof as set out  for civil trials in Rule 301,                                                                    
          Alaska Rules of  Evidence, Presumptions in General                                                                    
          in Civil  Actions and  Proceedings, and  Rule 302,                                                                    
          Alaska    Rules   of    Evidence,   as    amended,                                                                    
          Applicability of Federal Law  in Civil Actions and                                                                    
          Proceedings;                                                                                                          
                    (5)  the Operating Agreement must                                                                           
          provide  that  the  managing  members  and  member                                                                    
          representatives  owe a  duty  to act  in the  best                                                                    
          interest of  the entity  and perform  their duties                                                                    
          in good  faith toward  the goal  of implementation                                                                    
          of the project;                                                                                                       
                    (6)  the Operating Agreement must                                                                           
          provide that the entity may  not effect a material                                                                    
          change or amendment to  the Qualified Project Plan                                                                    
          without  the  review   and  authorization  of  the                                                                    
          legislature;                                                                                                          
                    (7)  the Operating Agreement must                                                                           
          provide that the members of  the governing body of                                                                    
          any  subsidiary  entity  organized by  the  entity                                                                    
          shall  be the  members of  the governing  board of                                                                    
          the  entity, unless  otherwise  authorized by  the                                                                    
          legislature;                                                                                                          
                    (8)  the Operating Agreement must                                                                           
          provide that  the state  has the  unilateral right                                                                    
          to  initiate  expansions  of the  project  if  the                                                                    
          state funds or obtains  third-party funding from a                                                                    
          creditworthy   customer  for   the  expansion   or                                                                    
          extension  and must  include  terms for  voluntary                                                                    
          expansion, including                                                                                                  
                         (A)  holding periodic binding or                                                                       
               nonbinding open seasons to assess market                                                                         
               demand for expansion every three to five                                                                         
               years;                                                                                                           
                         (B)  committing to satisfy all                                                                         
               creditworthy demands for capacity expansion                                                                      
               in reasonable engineering increments;                                                                            
                         (C)  committing to expansion for                                                                       
               creditworthy    shippers    in   less    than                                                                    
               reasonable  engineering  increments when  the                                                                    
               shippers  commit to  contributions in  aid of                                                                    
               construction sufficient  to keep  the project                                                                    
               entity  whole,  including authorized  return;                                                                    
               and                                                                                                              
                         (D)  committing the project entity                                                                     
               to propose and defend the use of rolled-in                                                                       
               pricing for all expansions;                                                                                      
                    (9)  the Operating Agreement must                                                                           
          provide that,  in the event  the entity  elects to                                                                    
          contract with  a vendor to  operate the  entity or                                                                    
          implement  the   project,  the  vendor   shall  be                                                                    
          independent  of  and  not   an  affiliate  of  the                                                                    
          members of the entity;                                                                                                
                    (10)  the Operating Agreement must                                                                          
          provide  that  the  state member  shall  have  the                                                                    
          right  to  participate  in  all  meetings  of  the                                                                    
          governing  board of  the entity  and  vote on  all                                                                    
          decisions  of  the   entity,  including  decisions                                                                    
          affecting  tax allocations  between  or among  the                                                                    
          taxpaying members of the entity;                                                                                      
                    (11)  the Operating Agreement must                                                                          
          provide  that  the  state member  shall  have  the                                                                    
          right  to  review all  books  and  records of  the                                                                    
          entity, including all contracts,  and to audit the                                                                    
          finances of the  entity at any time  and from time                                                                    
          to time;                                                                                                              
                    (12)  the Operating Agreement must                                                                          
          provide  that,  on  termination,  liquidation,  or                                                                    
          dissolution of the entity, the  state shall have a                                                                    
          right of  first refusal and option  to acquire all                                                                    
          of  the assets  of  the entity  at  the then  fair                                                                    
          value of the assets;                                                                                                  
                    (13)  the Operating Agreement must                                                                          
          provide  that,  in the  event  a  member seeks  to                                                                    
          transfer or  divest its ownership interest  in the                                                                    
          entity,  the state  shall have  a  right of  first                                                                    
          refusal  and   option  to  acquire   the  member's                                                                    
          ownership interest  at the then fair  value of the                                                                    
          interest;                                                                                                             
                    (14)  the Operating Agreement must                                                                          
          provide that,  in the event that  the entity seeks                                                                    
          to transfer  or divest any  or all of  the project                                                                    
          assets,  the state  shall have  a  right of  first                                                                    
          refusal and  option to acquire the  project assets                                                                    
         at the then fair value of the project assets;                                                                          
                    (15)  the Operating Agreement must                                                                          
          include  a right  of first  refusal and  option by                                                                    
          which the  state may  acquire all  or any  part of                                                                    
          the project assets  at the then fair  value of the                                                                    
          project  assets  in  the event  that  the  Federal                                                                    
          Energy   Regulatory   Commission,  United   States                                                                    
          Department   of   Energy,    the   United   States                                                                    
          Department   of   Justice,   the   Federal   Trade                                                                    
          Commission, or  other applicable federal  or state                                                                    
          agency  or adjudicatory  body orders  one or  more                                                                    
          qualified sponsors,  the qualified  sponsor group,                                                                    
          or an affiliate of  a qualified sponsor or sponsor                                                                    
          group to  divest any or all  ownership interest in                                                                    
          the project;                                                                                                          
                    (16)  the Operating Agreement must                                                                          
          provide that the project  entity shall use project                                                                    
          financing    supported   by    federal   guarantee                                                                    
          instruments as  defined in the Alaska  Natural Gas                                                                    
          Pipeline Act to the  maximum extent available from                                                                    
          the  United States  Treasury  and  must limit  the                                                                    
          equity  portion of  project capitalization  to not                                                                    
          more than 20 percent of total capital;                                                                                
                    (17)  for the purposes of the                                                                               
          provisions  required   by  this   subsection,  the                                                                    
          Operating  Agreement must  define "fair  value" as                                                                    
          the value as agreed to  by the affected members or                                                                    
          as   determined  under   the  dispute   resolution                                                                    
          process  if  agreement  cannot be  reached;  "fair                                                                    
          value" shall be determined  based on original cost                                                                    
          less  depreciation,  comparable sales,  or  income                                                                    
          approach valuation methodologies"                                                                                     
                                                                                                                                
SENATOR WAGONER objected for discussion purposes.                                                                               
                                                                                                                                
CHAIR SEEKINS moved to divide the issue.                                                                                        
                                                                                                                                
SENATOR WAGONER indicated members were provided a marked-up                                                                     
copy, with segments identified 10A through 10Q.                                                                                 
                                                                                                                                
7:12:40 AM                                                                                                                    
CHAIR SEEKINS announced Amendment 10A would be lines 1-14 of the                                                                
amendment.                                                                                                                      
                                                                                                                                
SENATOR   WAGONER   informed   members   Phil   Gildan   was   on                                                               
teleconference to handle part of the amendments, while Don                                                                      
Shepler was  present to address the  balance.  He asked  them and                                                               
Jim Barnes to provide personal background.                                                                                      
                                                                                                                                
^Phillip Gildan, Greenberg Traurig                                                                                              
PHILLIP  GILDAN,  Greenberg  Traurig,   LLP,  Consultant  to  the                                                               
Legislature, explained  that he primarily  represents governments                                                               
in  proprietary  business   relationships,  dealing  mainly  with                                                               
public utilities, but also with  other proprietary businesses.  A                                                               
significant  amount of  his  law  practice involves  representing                                                               
governments  in  public-private  partnerships, and  he  sometimes                                                               
represents the private sector in  dealing with a public entity on                                                               
utility  types  of  projects.     He  provided  examples,  saying                                                               
although they weren't of the same  size and scope as the proposed                                                               
Alaskan project,  he has dealt  with the same issues  on numerous                                                               
occasions.                                                                                                                      
                                                                                                                                
^Donald Shepler, Greenberg Traurig                                                                                              
DONALD  SHEPLER,  Greenberg  Traurig,   LLP,  Consultant  to  the                                                               
Legislature, mentioned having  represented the Legislative Budget                                                               
and  Audit  Committee  in Federal  Energy  Regulatory  Commission                                                               
(FERC) proceedings in  2005 that resulted in the  FERC order, and                                                               
said he  has been  asked to  provide advice  with respect  to the                                                               
terms of the contract.                                                                                                          
                                                                                                                                
^James Barnes, Barnes & Cascio                                                                                                  
JAMES   BARNES,  Barnes   &  Cascio   LLP,   Consultant  to   the                                                               
Legislature,  characterized his  company  as  an oil-and-gas  law                                                               
firm  that  mostly  represents  companies  in  the  international                                                               
arena,  including  a  variety of  transactions  that  range  from                                                               
upstream  to  midstream,  and occasionally  into  the  downstream                                                               
area.                                                                                                                           
                                                                                                                                
SENATOR WAGONER  offered Amendment  10A to  SB 2004.   Containing                                                               
lines 1-14 of Amendment 10, it would read:                                                                                      
                                                                                                                                
                     A M E N D M E N T  10A                                                                                 
                                                                                                                                
    OFFERED IN THE SENATE                        BY WAGONER                                                                     
          TO:  SB 2004                                                                                                          
                                                                                                                                
     Page 6, line 23, following "project":                                                                                      
          Insert "and each project entity to be created to                                                                      
     own and operate any part of the project"                                                                                   
                                                                                                                                
     Page 6, line 24, following "chapter.":                                                                                     
          Insert "Each collateral agreement shall be a                                                                          
    condition   subsequent   to   the   proposed   contract                                                                     
     developed  under  this  chapter  shall  be  subject  to                                                                    
     review and authorization to  execute by the legislature                                                                    
     and, on  approval, may  be entered  into by  the public                                                                    
     corporation as provided in (b) of this section."                                                                           
                                                                                                                                
     Page 6, line 26, following "AS 43.82.435":                                                                                 
          Insert ", except that, with respect to collateral                                                                     
     agreements submitted by the  commissioner of revenue to                                                                    
     the  legislature within  the  180-day  time limit,  the                                                                    
     time  limit  shall  be  extended  to  five  days  after                                                                    
     authorization  has been  approved. Each  project entity                                                                    
     collateral agreement to  be negotiated must incorporate                                                                    
     the following minimum elements:                                                                                            
                                                                                                                                
SENATOR GREEN  inquired whether  lines 15  onward pertain  to the                                                               
colon at the end of line 14.                                                                                                    
                                                                                                                                
SENATOR WAGONER observed that the  way the drafter constructed it                                                               
was different  from the memorandum;  it appears  every suggestion                                                               
in the  memo was included.   He suggested paragraphs  (1) through                                                               
(17)  should  become separate  amendments,  and  opined that  the                                                               
colon wouldn't necessarily apply there.                                                                                         
                                                                                                                                
SENATOR GREEN pointed  out that there wouldn't  be any reference,                                                               
then, to the line numbers where the language should be inserted.                                                                
                                                                                                                                
SENATOR STEDMAN  proposed that Amendment  10A only go  to line 9.                                                               
Thus it would read:                                                                                                             
                                                                                                                                
                A M E N D M E N T  10A (Revised)                                                                            
                                                                                                                                
     OFFERED IN THE SENATE                        BY WAGONER                                                                    
          TO:  SB 2004                                                                                                          
                                                                                                                                
     Page 6, line 23, following "project":                                                                                      
          Insert "and each project entity to be created to                                                                      
     own and operate any part of the project"                                                                                   
                                                                                                                                
     Page 6, line 24, following "chapter.":                                                                                     
          Insert "Each collateral agreement shall be a                                                                          
     condition   subsequent   to   the   proposed   contract                                                                    
     developed  under  this  chapter  shall  be  subject  to                                                                    
     review and authorization to  execute by the legislature                                                                    
     and, on  approval, may  be entered  into by  the public                                                                    
     corporation as provided in (b) of this section."                                                                           
                                                                                                                                
SENATOR WAGONER said he wouldn't object to that.                                                                                
                                                                                                                                
CHAIR SEEKINS noted  it technically would go through  line 8, and                                                               
announced the motion was being revised to reflect the change.                                                                   
                                                                                                                                
7:19:45 AM                                                                                                                    
MR. GILDAN  explained it  is simply a  mechanism to  add clarity,                                                               
especially with  respect to adding  the phrase "and  each project                                                               
entity  to  be  created  to  own and  operate  any  part  of  the                                                               
project".    The  first  insert  clarifies  that  the  collateral                                                               
agreements include  those kinds of entities;  from reviewing this                                                               
amendment and from listening  to the administration's discussions                                                               
of the  project, Mr.  Gildan said, he  understands the  intent of                                                               
this section is to authorize those  kinds of agreements.  Thus it                                                               
clarifies that  the authority exists  to do that with  respect to                                                               
the project entities.                                                                                                           
                                                                                                                                
He informed members that the  second insert was suggested because                                                               
as he  reviewed the  gas contract  and legislation,  there didn't                                                               
appear  to be  a  mechanism  for the  legislature  to review  and                                                               
understand  -  or  have  approval rights  for  -  the  collateral                                                               
agreements,  the primary  one being  the mainline-entity  limited                                                               
liability  company   (LLC)  that,  from  the   presentations,  he                                                               
surmised  would  be  proposed.    Therefore,  he'd  started  this                                                               
section to give that provision  and the right for the legislature                                                               
to see that  document in conjunction with its review  of the main                                                               
fiscal contract.                                                                                                                
                                                                                                                                
MR.  SHEPLER added  that with  respect to  the LLC  agreements or                                                               
entities to be  formed to carry out the  contract's missions, the                                                               
terms  of   those  underlying  documents  are   critical  to  the                                                               
project's success;  they'll define what  rights the state  has to                                                               
vote on  which issues, for example,  and run the gamut.   He said                                                               
it  is impossible  to  overstate the  significance  of these  LLC                                                               
agreements, at least at the mainline-entity level.                                                                              
                                                                                                                                
He noted, as  Mr. Gildan had pointed out,  that the legislature's                                                               
having a  contract without the  interrelated LLC agreements  is a                                                               
potentially    problematic   disconnect    to   be    aware   of.                                                               
Notwithstanding what  goes into  the contract,  the terms  of the                                                               
LLC agreements may  not come back to the  legislature; thus there                                                               
may  be a  practical necessity  to ensure  that either  they come                                                               
back to the  legislature for approval or  that certain parameters                                                               
are established  to control the  critical conditions  relating to                                                               
the operation of those companies.                                                                                               
                                                                                                                                
7:23:49 AM                                                                                                                    
SENATOR BEN  STEVENS asked whether Mr.  Gildan's understanding is                                                               
that SB 2003 is  "the entity that would be the  partner or be the                                                               
state participant" in creating any LLCs.                                                                                        
                                                                                                                                
MR. GILDAN  indicated that entity will  be created to act  as the                                                               
owner entity of the state's position in the mainline entity.                                                                    
                                                                                                                                
SENATOR BEN  STEVENS asked:   Why amend  the Alaska  Stranded Gas                                                               
Development Act  ("Stranded Gas Act") with  this provision, which                                                               
is part  of SB  2003?   He opined that  anything relating  to the                                                               
operation of  the LLC  should be  in SB  2003, not  SB 2004.   He                                                               
noted SB 2003  establishes the public entity,  Alaska Natural Gas                                                               
Pipeline Corporation,  "PipeCo," that  will be partnering  in the                                                               
main  line;   SB 2004,  which  amends   the  Stranded   Gas  Act,                                                               
establishes  the   framework  under  which  a   contract  can  be                                                               
negotiated, but doesn't create the contract itself.                                                                             
                                                                                                                                
He  offered his  understanding  that the  Stranded  Gas Act  gave                                                               
authority for  the contract to include  provisions and collateral                                                               
agreements for the  creation of PipeCo.  He  suggested the effort                                                               
is to preempt the creation of  PipeCo by saying the LLCs all have                                                               
to  be approved  by the  legislature, each  individually, in  the                                                               
overall Stranded  Gas Act.   Mentioning concerns brought  up with                                                               
respect to Amendment  10A to SB 2004, in  particular, he surmised                                                               
that  if the  legislature agrees  to PipeCo,  it agrees  to allow                                                               
that entity to enter into  collateral agreements.  The ability to                                                               
negotiate  a   collateral  agreement   within  the   contract  is                                                               
authorized by the Stranded Gas Act, he added.                                                                                   
                                                                                                                                
7:25:40 AM                                                                                                                    
MR. SHEPLER  responded by saying SB 2004,  Section 11, Collateral                                                               
agreements,  subsection   (e),  on  page  7,   provides  for  the                                                               
authority  of  the  state  to form  LLCs  and  limited  liability                                                               
partnerships or  another recognized form of  business association                                                               
to carry  out the purposes of  the contract.  In  SB 2003, PipeCo                                                               
is  the entity  to  be  created as  the  state's  party to  those                                                               
agreements.    Although  the  party is  identified  in  SB  2003,                                                               
amendment of  SB 2004 sets the  "terms of the entity"  with which                                                               
that party is going to become a partner.                                                                                        
                                                                                                                                
MR. GILDAN added  that (b) of Section 11  in SB 2004 specifically                                                               
recognizes a collateral agreement  negotiated by the commissioner                                                               
on  behalf of  a  public corporation  established  to acquire  an                                                               
ownership interest in the project  to be developed.  He explained                                                               
that he'd read (b) to say  the commissioner is going to negotiate                                                               
these documents on behalf of the corporation created in SB 2003.                                                                
                                                                                                                                
SENATOR  BEN STEVENS  disagreed,  interpreting as  follows:   The                                                               
Stranded Gas  Act gives the  commissioner power to  negotiate the                                                               
contract, which  will contain the limited  liability entities and                                                               
the  state's participation.   He  said SB 2003  has 24  suggested                                                               
powers  and duties  of  the corporation;  if  the legislature  is                                                               
going to  discuss limiting those  or how the  collateral entities                                                               
will operate,  this amendment should  be discussed  under Section                                                               
41.42.210,  as proposed  in SB  2003, which  contains powers  and                                                               
duties of the  corporation.  He opined that if  it fails here, it                                                               
would  be within  the  bounds  to offer  it  as  an amendment  to                                                               
SB 2003 as well.                                                                                                                
                                                                                                                                
MR.  SHEPLER said  he believes  confusion arises  because SB 2003                                                               
creates  the  state entity  that  will  be  a member  of  another                                                               
legally  recognized LLC;  Senator  Wagoner's  amendments set  the                                                               
rules under  which that superior LLC  must function.  To  set the                                                               
terms under which the state's  entity must function wouldn't have                                                               
the same  result, however, because the  state's entity presumably                                                               
will be a  20 percent owner of  the superior LLC.   So the reason                                                               
for putting  the provisions into  the amendments to  the Stranded                                                               
Gas  Act -  which give  the commissioner  the authority  to enter                                                               
into these  LLC and  other collateral agreements  - is  to assure                                                               
that those LLCs have rules befitting the state's best interest.                                                                 
                                                                                                                                
He surmised much of this could  be resolved if the LLC agreements                                                               
were  brought to  the  legislature,  at least  for  the main  LLC                                                               
agreements.  That would ensure full  protection to the state as a                                                               
minority-interest owner.                                                                                                        
                                                                                                                                
SENATOR  BEN STEVENS  read from  page 7,  lines 7-9,  of SB 2004,                                                               
subsection (c), which stated:                                                                                                   
                                                                                                                                
          (c) A collateral agreement executed by the                                                                            
     members of the board of  a public corporation under (b)                                                                    
     of  this   section  is  binding  only   on  the  public                                                                    
     corporation and does not make  the state a party to the                                                                    
     collateral agreement.                                                                                                      
                                                                                                                                
He  said it  is the  public corporation  that is  a party  to the                                                               
collateral agreement,  and SB 2003  provides authority  to create                                                               
the public corporation.  He remarked  that it seems the effort is                                                               
to  try to  overstretch  the legislature's  authority.   This  is                                                               
Stranded  Gas  Act  language,  proposed  as  to  how  the  public                                                               
corporation shall  operate.   Noting one issue  is the  risk from                                                               
the state's involvement,  he said it was  demonstrated, under the                                                               
presentation of SB 2003, that the  state isn't at risk or exposed                                                               
under  establishment  of  the  public  corporation;  rather,  the                                                               
corporation itself is exposed.                                                                                                  
                                                                                                                                
MR. BARNES responded that the  contract itself - Article 7, which                                                               
deals  with  state  ownership   -  contemplates  several  project                                                               
entities that will  own the hardware:  one for  the gas treatment                                                               
plant  (GTP);  one for  the  upstream  and  so  on; one  for  the                                                               
main line; and different  ones for Canada and the Lower  48.  The                                                               
state will  be a minority-interest holder.   Typically, investors                                                               
want to  know the full  aspects of  their involvement:   how they                                                               
will vote,  how they will  govern, how the  capital contributions                                                               
and expenditures  will be handled  and so  forth.  Thus  it's not                                                               
unusual that  if the state is  being invited to be  a participant                                                               
and owner  - to operate  at the level  of an investor  or another                                                               
party - it would want the full spectrum of such information.                                                                    
                                                                                                                                
He noted the aforementioned only  deals with ownership of a pipe.                                                               
The  pipeline will  require  gas; thus  another  entity -  Alaska                                                               
GasCo  or whatever  it is  called  - also  will have  ship-or-pay                                                               
commitments.  This  actually may be a  larger long-term liability                                                               
than ownership  of the pipe  itself, Mr. Barnes pointed  out, and                                                               
the  state likely  will  want to  know  about those  obligations.                                                               
Therefore, part  of the  state's initial  decision on  whether to                                                               
invest will  typically include knowing  how it will  be governed,                                                               
how funds will be raised and what liabilities will exist.                                                                       
                                                                                                                                
SENATOR  BEN STEVENS  again expressed  concern,  saying not  only                                                               
should it  be an amendment to  SB 2003, but also  the legislature                                                               
has created  public corporations -  such as the  Alaska Permanent                                                               
Fund  Corporation  or  the  Alaska  Housing  Finance  Corporation                                                               
(AHFC)  -  for  which  it   doesn't  ratify  every  action.    He                                                               
questioned  whether those  would be  so successful  if that  were                                                               
required.   He  said the  questions are:   whether  a corporation                                                               
will be  created under SB 2003  and the expertise will  be sought                                                               
that is  required to be a  manager of that corporation;  and, for                                                               
the Stranded  Gas Act,  whether the  public corporation  that the                                                               
state creates  shall be a member  of all the entities  which will                                                               
manage and operate the various components of this project.                                                                      
                                                                                                                                
7:38:52 AM                                                                                                                    
SENATOR WAGONER  remarked, "We aren't talking  about every action                                                               
that  these  corporations we  would  create  take; we're  talking                                                               
about each corporation."                                                                                                        
                                                                                                                                
SENATOR BEN STEVENS  responded by indicating that  further in the                                                               
amendment,  provisions   say  the  execution  of   the  operating                                                               
agreement must include legislative approval.                                                                                    
                                                                                                                                
SENATOR ELTON  said it seems  the amendment isn't asking  for the                                                               
legislature to review every action  taken by the mainline entity;                                                               
rather, it says the legislature  will approve the mainline-entity                                                               
structure  within which  PipeCo operates,  which seems  rational.                                                               
He characterized  it as ensuring  the contract negotiated  by the                                                               
commissioner  that  creates the  mainline  entity  will give  the                                                               
scope of authority  within which PipeCo can operate  for the best                                                               
interest of the state.                                                                                                          
                                                                                                                                
SENATOR  STEDMAN said  looking at  how it  is structured  and the                                                               
introduction  to   it,  clearly   some  of  the   amendments  are                                                               
restrictive and  some could cripple  the end result of  getting a                                                               
gas  pipeline.   He noted  a document  sent to  the state  June 2                                                               
contained  these as  illustrative  amendments, put  forth by  the                                                               
consultants  present  today.    He suggested  it  was  timely  to                                                               
discuss where  they should  be included  and how  much preemptive                                                               
authority the state,  as a minority interest, should  try to have                                                               
over the entire entity.                                                                                                         
                                                                                                                                
SENATOR  WILKEN  requested  examples  of  collateral  agreements,                                                               
discussed  on line  5 of  Amendment 10A  and defined  on page  7,                                                               
line 14, of SB 2004.                                                                                                            
                                                                                                                                
CHAIR SEEKINS  indicated these are collateral  agreements between                                                               
entities that would own or operate.   He said the authority to be                                                               
given to  the commissioner is to  negotiate collateral agreements                                                               
that  are required  to implement  the state's  acquisition of  an                                                               
ownership interest  in the project;  the commissioner  would have                                                               
180  days  after  the  effective  date  of  the  law  authorizing                                                               
execution of the contract, to his understanding.                                                                                
                                                                                                                                
MR. BARNES  explained that the  gas line  consists of a  pipe and                                                               
gas.   The project entities  that will own  the pipe and  gas are                                                               
separate  entities:    the  entity that  owns  the  upstream  gas                                                               
transmission  lines, the  entity that  owns the  GTP, the  entity                                                               
that  owns the  main line,  the entity  that owns  the Alaska-to-                                                               
Alberta  segment and  so forth.   In  addition, the  gas will  be                                                               
owned by the  marketing affiliates of the various  shippers.  How                                                               
the  state will  market its  gas isn't  known yet,  but it  would                                                               
likely be  a project entity -  Alaska GasCo, for instance  - that                                                               
wouldn't be involved  in any other project entity.   On the other                                                               
hand,  the state  would own  perhaps  a 20 percent  share of  the                                                               
hardware-owning project entities.                                                                                               
                                                                                                                                
CHAIR  SEEKINS  requested  examples  of other  LLCs  or  business                                                               
associations where these types of operating agreements exist.                                                                   
                                                                                                                                
MR. BARNES affirmed he'd seen them for other types of projects.                                                                 
                                                                                                                                
CHAIR  SEEKINS  asked  whether  those  agreements  put  minority-                                                               
interest owners at  a great disadvantage in the  operation of the                                                               
entity.                                                                                                                         
                                                                                                                                
MR. BARNES answered that various  mechanisms are used to regulate                                                               
affairs among the parties.   In general, though, a minority owner                                                               
can be reduced  to just being a check-writing  party unless there                                                               
is some  sort of supermajority  provision or  other consideration                                                               
for the interests of that  minority-interest holder.  These sorts                                                               
of LLC  and operating  agreements generally tend  to take  a long                                                               
time to negotiate because of  balancing the interests of the non-                                                               
operators  and the  operator.    Thus they  tend  to be  complex,                                                               
multi-tiered agreements.                                                                                                        
                                                                                                                                
CHAIR SEEKINS  asked whether there  will be a majority  owner for                                                               
the contemplated project.                                                                                                       
                                                                                                                                
MR. BARNES  answered it can't  be determined yet  without knowing                                                               
the percentages  of ownership.   A typical provision might  say a                                                               
decision will carry  if a certain number of parties  agree to it;                                                               
that's called a  pass-mark decision, somewhat more  than a simple                                                               
majority, although  it might  be a simple  majority.   In further                                                               
response,  he   surmised  alignment  among  parties   would  vary                                                               
dramatically from issue to issue.   Fairly certain is that profit                                                               
drives  a for-profit  company, whereas  the state  has additional                                                               
drivers:     jobs,  gas,  education   and  so  forth.   Thus  the                                                               
motivations of the producers and the state likely will differ.                                                                  
                                                                                                                                
CHAIR  SEEKINS suggested  if the  state becomes  an owner  of the                                                               
gas, the primary  motive will be to produce  income for Alaskans;                                                               
the state  will want to hold  the producers' feet to  the fire in                                                               
this regard.  He related  his experience that the three producers                                                               
aren't  a cohesive  group, but  are competitors;  he opined  that                                                               
part of  the problem in  negotiating the  terms of the  LLC stems                                                               
from  difficulties among  them in  agreeing  to some  conditions.                                                               
Thus Chair Seekins  said he perhaps doesn't have  a great concern                                                               
that the three will team up and "squeeze" the state.                                                                            
                                                                                                                                
7:50:55 AM                                                                                                                    
SENATOR BUNDE  pointed out  that the  state will  have no  way to                                                               
hold the producers' feet to  the fire; they are totally insulated                                                               
from  the  legislature,  and the  state  isn't  protected  there.                                                               
Returning  to  Senator Ben  Stevens'  concern,  he asked  whether                                                               
there would  be a  legal problem if  this amendment  were adopted                                                               
for SB  2004 instead of another  bill.  He also  asked whether it                                                               
sums it up to say, if  the amendment passes, that the legislature                                                               
would have  the right to approve  the basic structure of  an LLC,                                                               
and would be in a position to "trust but verify."                                                                               
                                                                                                                                
MR. SHEPLER voiced concern that  the three consultants don't know                                                               
what  the terms  of these  LLC agreements  will be.   Established                                                               
will  be a  contract  that contemplates  the  creations of  these                                                               
entities, and the  state may be fully protected,  with 50 percent                                                               
voting strength,  for instance,  or may  not be  able to  vote on                                                               
some  issues at  all.   Emphasizing  that there  is an  important                                                               
piece missing and  that the terms of this  joint ownership should                                                               
be  known,  he  said it  is  a  policy  call  as to  whether  the                                                               
legislature wants  to take it  on trust,  trust but verify  or do                                                               
something in between.                                                                                                           
                                                                                                                                
7:54:20 AM                                                                                                                    
SENATOR BUNDE requested  a legal opinion from  Tam Cook, director                                                               
of Legislative Legal  and Research Services, as  to whether there                                                               
would  be a  problem from  putting this  amendment into  SB 2004,                                                               
rather than another bill.                                                                                                       
                                                                                                                                
SENATOR ELTON  highlighted the importance  of this,  noting Chair                                                               
Seekins  had  provided  an example  where  the  state's  interest                                                               
aligns  with  the other  partners.    If  there  is a  desire  to                                                               
commercialize  gas found  by explorers  that aren't  part of  the                                                               
mainline entity, however, expansion could  be a big issue for the                                                               
state, for example, since the  private partners might not want to                                                               
allow that expansion.                                                                                                           
                                                                                                                                
7:55:14 AM                                                                                                                    
SENATOR  STEDMAN told  Mr.  Shepler that  while  he believed  his                                                               
writings had been  clear, these amendments stand out  as a little                                                               
odd  if  taken  literally.    He asked  whether  the  portion  of                                                               
Amendment  10  not included  in  Amendment  10A was  illustrative                                                               
only, to get a feel for  the state's exposure and how to interact                                                               
with  the administrative  branch,  or is  intended  as a  literal                                                               
amendment,  to be  inserted in  its entirety.   He  remarked that                                                               
Amendment  10A  seems  more  broad,  allowing  legislative  final                                                               
approval, whereas the others control the structure.                                                                             
                                                                                                                                
MR.  SHEPLER  replied  that these  were  suggestions  posited  by                                                               
himself and  Mr. Gildan  as to what  steps the  legislature might                                                               
take,  given  the  significance  that  the  terms  of  these  LLC                                                               
agreements aren't to be presented to the legislature.                                                                           
                                                                                                                                
MR.  GILDAN  added   that  the  memo  was   intended  to  provide                                                               
illustrative amendments; he hadn't  understood that the committee                                                               
could discuss amendments that weren't  presented formally.  There                                                               
are  two kinds  of options:   1)  express guidance  on structural                                                               
issues   of  concern   relating  to   the  enumerated   items  or                                                               
2) generally give more freedom for  the negotiations, but have it                                                               
brought back for legislative approval.                                                                                          
                                                                                                                                
SENATOR STEDMAN interpreted that to  mean the amendment is broken                                                               
into two  major sections:   1) Amendment 10A, the  broader policy                                                               
call  to  give the  legislature  authority  to  sign off  on  the                                                               
structure put together by the  administration, and 2) the "coming                                                               
attractions,"  which  will  dictate structure  including  capital                                                               
structure.                                                                                                                      
                                                                                                                                
8:00:33 AM                                                                                                                    
SENATOR  WILKEN  noted  there  will  be five  major  LLCs:    the                                                               
upstream LLC; the GTP LLC;  the gas treatment/gas processing LLC;                                                               
the marketing  LLC, which has  been called Alaska GasCo;  and the                                                               
transportation  piece, PipeCo.   The  collateral agreements  that                                                               
are  the  subject  of  this  amendment and  Section  11  are  the                                                               
agreements  among those  five.   He  asked whether  that is  what                                                               
collateral agreements are.                                                                                                      
                                                                                                                                
MR. BARNES answered he believes  they are the internal-governance                                                               
agreements for each of those  entities, as well as the agreements                                                               
among  them.    As  for  other  collateral  agreements,  he  said                                                               
potentially  there is  a series  of agreements  among the  parent                                                               
companies coordinating  how they'll  proceed with  the regulatory                                                               
process.   In addition,  Alaska GasCo  will have  its own  set of                                                               
documents dealing with financing and its operations.                                                                            
                                                                                                                                
SENATOR  WILKEN asked:   Once  the collateral  agreements are  in                                                               
place among these  five, would a change be a  major event, rather                                                               
than a quarterly or annual happening?                                                                                           
                                                                                                                                
MR. BARNES affirmed that.                                                                                                       
                                                                                                                                
MR.  SHEPLER explained  that these  relate to  corporate charters                                                               
for the corporation  that will own the mainline  entity, the GTP,                                                               
the upstream facilities  and so forth.  These  documents won't be                                                               
amended frequently, and will control how the organizations work.                                                                
                                                                                                                                
MR. GILDAN added  that generally those kinds  of agreements can't                                                               
be amended without unanimous consent of all parties.                                                                            
                                                                                                                                
SENATOR BEN  STEVENS requested testimony from  the administration                                                               
on these proposed amendments.   He also interpreted Amendment 10A                                                               
such that  directors of the  public corporation wouldn't  need to                                                               
be  sought because  the legislature,  in  a sense,  would be  the                                                               
directors.    He  said  he  doesn't  believe  this  is  what  the                                                               
legislature  should be  doing, and  doesn't believe  that is  the                                                               
intent  demonstrated by  the  legislature in  the  past with  the                                                               
establishment of public corporations.                                                                                           
                                                                                                                                
He   mentioned   creation  of   the   five   LLCs;  the   state's                                                               
participation  through   the  public  corporation,   PipeCo;  the                                                               
overall approval  of the contract,  understanding the  state will                                                               
be approximately  a 20 percent  participant in each  entity, with                                                               
the same partners in each, at  least in the initial creation; and                                                               
the  LLC agreement  with respect  to PipeCo,  which will  be seen                                                               
before acting  on it.   Senator  Ben Stevens  said that,  to him,                                                               
that's  the   authorization  and   the  understanding   that  the                                                               
legislature has:  PipeCo - not the  state - will be the member of                                                               
these entities.   By the approval of the creation  of PipeCo, and                                                               
the approval of  the project contract, the  legislature gives the                                                               
authority.                                                                                                                      
                                                                                                                                
He  emphasized this  is a  policy call  as to  whether the  state                                                               
shall  participate as  an  equity  owner; if  so,  these are  the                                                               
levels the  state will be involved  in, at 20 percent  across the                                                               
board.  Stating opposition to  the amendment, Senator Ben Stevens                                                               
again requested testimony from the administration.                                                                              
                                                                                                                                
CHAIR SEEKINS called upon Ms. Cutler.                                                                                           
                                                                                                                                
8:07:01 AM                                                                                                                    
^Louisiana Cutler, Preston Gates & Ellis                                                                                        
LOUISIANA  CUTLER,   Preston  Gates  &  Ellis,   Counsel  to  the                                                               
Governor, noted she is a partner  in the law firm, and asked that                                                               
Joseph Donohue come to the witness table as well.                                                                               
                                                                                                                                
CHAIR   SEEKINS  informed   listeners  that   Mr.  Loeffler   and                                                               
Mr. Spiliotes were on teleconference.                                                                                           
                                                                                                                                
MS. CUTLER first  provided background.  Because  Steven Porter of                                                               
the Department  of Revenue (DOR)  wasn't available, she  said the                                                               
lawyers  would  speak  for the  administration  with  respect  to                                                               
PipeCo and  LLC issues, in  addition to providing  straight legal                                                               
advice.                                                                                                                         
                                                                                                                                
She explained  that she  and Mr.  Donohue drafted  a lot  of this                                                               
legislation; both have represented the  state for a long time and                                                               
are familiar  with state law  issues, particularly as  they apply                                                               
to governments.   Morrison &  Foerster has also been  the state's                                                               
counsel for many years.  Mr. Loeffler  has been around for all of                                                               
the  gas  line negotiations  and  for  the Trans-Alaska  Pipeline                                                               
System  (TAPS)  and   so  forth,  and  has   expertise  at  FERC.                                                               
Mr. Spiliotes  has   been  primary   counsel  to  the   state  in                                                               
developing the LLC  agreement with the partners; he  has years of                                                               
experience dealing with mega-projects and is a corporate lawyer.                                                                
                                                                                                                                
She  turned  to   the  amendment.    First,   Ms.  Cutler  stated                                                               
opposition  to   an  amendment  that  provides   for  legislative                                                               
approval,  for  many  of the  reasons  articulated  by  committee                                                               
members  who'd  indicated  opposition,  from  what  she'd  heard.                                                               
There is  a potential separation-of-powers  problem; furthermore,                                                               
this  isn't  the  same  as legislative  approval  of  the  fiscal                                                               
contract.   When  the Stranded  Gas Act  was enacted,  Ms. Cutler                                                               
recalled, there  was discussion of  whether it was  acceptable to                                                               
have  legislative  approval of  the  fiscal  contract; the  final                                                               
advice  from   the  attorney  general   was  that  it   would  be                                                               
appropriate  as  a   matter  of  comity  or  -   given  that  the                                                               
constitution  has  sections  dealing with  contracting  away  the                                                               
taxation power - it might be necessary anyway.                                                                                  
                                                                                                                                
She told  members it is  crucial to  the state that  the pipeline                                                               
corporation have the ability to  act independently.  Comparing it                                                               
to  the  earlier  Alaska   Permanent  Fund  Corporation  example,                                                               
Ms. Cutler  acknowledged this  is the  biggest project  the state                                                               
has  ever gone  into, and  there may  be policy  reasons for  the                                                               
legislature to decide  differently than it would  with respect to                                                               
the permanent fund.                                                                                                             
                                                                                                                                
She reported  having had  good discussions  with Mr.  Gildan with                                                               
respect  to his  suggestions for  SB 2003;  she surmised  talking                                                               
with  people  involved  in  the  negotiations  and  drafting  the                                                               
legislation  perhaps   gave  him  a  different   point  of  view.                                                               
Ms. Cutler   proposed  that   committee   members  approach   the                                                               
suggestions relating  to SB 2004  in the  same way.   They're all                                                               
excellent suggestions from a public  policy standpoint, she said,                                                               
but noted  another side  of that  also could  work from  a public                                                               
policy standpoint.                                                                                                              
                                                                                                                                
She  also  reported that  the  testifiers  on teleconference,  in                                                               
particular,  have  been  intimately  involved  in  both  the  LLC                                                               
negotiations and  the fiscal contract  negotiations.   Mr. Cutler                                                               
indicated  that,   in  part,  the  LLC   agreement  isn't  before                                                               
legislators  yet  because  there have  been  fierce  negotiations                                                               
among all  four parties.   Acknowledging  the frustration  of not                                                               
having the LLC  agreement to view, she highlighted  the effort to                                                               
inform legislators of  what it contains and  how the negotiations                                                               
are going.  She turned the discussion over to Mr. Spiliotes.                                                                    
                                                                                                                                
CHAIR SEEKINS  brought attention to Senator  Wilken's question of                                                               
what these look like, how many LLCs there are and so forth.                                                                     
                                                                                                                                
8:15:14 AM                                                                                                                    
^Nick Spiliotes, Morrison & Foerster                                                                                            
NICK  SPILIOTES, Morrison  & Foerster,  Counsel to  the Governor,                                                               
informed members that  he is a partner in  his firm's Washington,                                                               
D.C.,  office, with  over 20  years' experience  in domestic  and                                                               
international project  development and finance projects;  he also                                                               
chairs the  firm's business  department, about  500 transactional                                                               
lawyers.   He first  began working  on this  project, on  the LLC                                                               
side, in  September 2004  and has  been involved  in negotiations                                                               
for about two years.                                                                                                            
                                                                                                                                
He agreed there  are probably five major pieces  of this project:                                                               
1) the  mainline  LLC, the  document  being  negotiated with  the                                                               
producers,  which will  ultimately serve  as a  template for  the                                                               
other  pieces; 2)  the  GTP  LLC; 3)  feeder  line  LLCs; 4)  the                                                               
Canadian piece,  expected to be an  unincorporated joint venture,                                                               
since  Canadian law  doesn't  have  the same  sort  of LLCs;  and                                                               
5) perhaps, at  some point, a  non-gas liquids plant entity  - it                                                               
isn't clear  yet whether  this will happen  or whether  the state                                                               
will participate.                                                                                                               
                                                                                                                                
He noted legislation discussed earlier  will establish the public                                                               
corporation  currently contemplated;  its  subsidiaries will  own                                                               
the state's  interest in  these other  project entities.   That's                                                               
the basic  structure.  Each  sponsor group company will  have its                                                               
own pipeline affiliate  that will own an interest  in the various                                                               
project entities as well, Mr. Spiliotes said.                                                                                   
                                                                                                                                
He explained  that the LLC  being worked  on now will  create the                                                               
rights and  obligations, including voting terms  and the capital-                                                               
contribution  structure.     Built  in   will  be  a   number  of                                                               
protections  for the  state; these  will be  replicated in  other                                                               
agreements,  although  tailored   for  the  specific  agreements.                                                               
Mr. Spiliotes gave examples.                                                                                                    
                                                                                                                                
8:18:28 AM                                                                                                                    
^Bob Loeffler, Morrison and Foerster                                                                                            
BOB  LOEFFLER,  Morrison &  Foerster,  Counsel  to the  Governor,                                                               
informed the  committee that  he has  been a  partner in  his law                                                               
firm since 1979 and has  represented the state on various matters                                                               
since  about  1974.    He  related  his  understanding  that  the                                                               
administration has  committed to allow the  legislature to review                                                               
the LLC agreement  once it is completed.   The mainline agreement                                                               
will come  first and be  the model for  the others.   Although he                                                               
agreed  with Ms.  Cutler that  there  is a  separate point  about                                                               
approval,  he opined  there will  be a  higher degree  of comfort                                                               
after legislators see the actual document.                                                                                      
                                                                                                                                
He said  a number of issues  addressed in this set  of amendments                                                               
are  being addressed  in the  negotiations,  which are  hopefully                                                               
near completion with  respect to the LLC.  For  example, there is                                                               
considerable discussion  of how, and  on what terms,  the federal                                                               
loan guarantee should be utilized for the capital structure.                                                                    
                                                                                                                                
8:20:52 AM                                                                                                                    
MR. LOEFFLER offered his reading  that the amendments divide into                                                               
two large  subjects:  1)  the general requirement for  review and                                                               
approval of the agreement that  PipeCo would enter into; and 2) a                                                               
set of  amendments -  from good  motives, because  people haven't                                                               
seen the  LLC documents -  that limit  what can be  negotiated in                                                               
the LLC agreements between PipeCo  and the other three companies.                                                               
He highlighted keeping those two separate purposes in mind.                                                                     
                                                                                                                                
He raised a third point, seen  in the LLC negotiations and fiscal                                                               
contract negotiations:   The companies have  different commercial                                                               
perspectives and  ways of  pursuing those.   While there  isn't a                                                               
monolith -  three companies against  the state - there  should be                                                               
clear  voting  provisions,  including what  calls  for  unanimous                                                               
consent or  for a  supermajority.   Mr. Loeffler  highlighted the                                                               
intent to  bring that product  to the legislature for  review but                                                               
not approval as such, as noted by Ms. Cutler.                                                                                   
                                                                                                                                
8:23:49 AM                                                                                                                    
SENATOR BUNDE suggested that if  the LLC discussions will address                                                               
these   amendments,  perhaps   this  bill   is  being   addressed                                                               
prematurely.   Noting the legislature  is granted the  ability to                                                               
approve the  basic contract and  PipeCo, he questioned why  it is                                                               
such  a big  leap to  review and  approve the  LLCs as  far as  a                                                               
balance-of-power issue.                                                                                                         
                                                                                                                                
MS. CUTLER gave the view that  approval of the fiscal contract is                                                               
different from  approval of  any contracts  that "AK  Pipe" might                                                               
enter into.   AK  Pipe would  be provided  the authority,  in the                                                               
other  bill,  to  enter  into  LLC and  other  agreements.    She                                                               
indicated that is the interplay  between Section 43.82.437 of the                                                               
Stranded  Gas Act  conforming amendments  - currently  before the                                                               
committee  in terms  of  this  amendment -  and  AK  Pipe.   That                                                               
section  provides  for  approval   of  the  so-called  collateral                                                               
agreements - these  LLC agreements and other agreements  - in the                                                               
event the legislature approves the  fiscal contract and the basic                                                               
structure before those agreements are  completed, and also in the                                                               
event AK Pipe has not itself been set up.                                                                                       
                                                                                                                                
She said  the legislature has  an important role  in establishing                                                               
AK  Pipe and  deciding what  kinds of  powers it  will have,  and                                                               
also,  in the  event AK  Pipe is  not set  up yet,  providing the                                                               
authority to  enter into these  collateral agreements,  either by                                                               
the  two commissioners  under subsection  (a) or  by the  partial                                                               
quorum in  subsection (b).   Thus the  legislature has a  role in                                                               
telling AK Pipe  whether it can even do this,  and hopefully will                                                               
get  enough  information  to  make   that  decision.    Also,  as                                                               
Mr. Loeffler  had  indicated,  hopefully  there will  be  an  LLC                                                               
agreement for legislative review.                                                                                               
                                                                                                                                
She specified,  "It is not our  desire to hold up  the process by                                                               
waiting  for that  LLC agreement  to be  completed."   Ms. Cutler                                                               
acknowledged  Senator  Bunde's point  of  view,  but related  the                                                               
administration's view  that if the  legislature approves  AK Pipe                                                               
and the authority  to enter into the  collateral agreements, then                                                               
actual   approval   of   those  agreements   isn't   within   the                                                               
legislature's purview.                                                                                                          
                                                                                                                                
8:28:09 AM                                                                                                                    
^Joseph K. Donohue, Preston Gates & Ellis                                                                                       
JOSEPH  K.  DONOHUE,  Preston  Gates  &  Ellis,  Counsel  to  the                                                               
Governor,  clarified  the  original  intent  of  this  collateral                                                               
agreement  section:   subsection  (a) was  initially intended  to                                                               
authorize  coordinating agreements  between the  state government                                                               
and entities  that aren't direct  parties to the  fiscal contract                                                               
and yet  are related  parties.  At  one time,  the administration                                                               
thought that once  the fiscal contract was  entered into, there'd                                                               
be a parallel agreement with  the parent companies and affiliates                                                               
that would become members of the  LLC; it might be appropriate to                                                               
coordinate  the  planning of  the  implementation  of the  fiscal                                                               
contract.  The second type  of contemplated agreement was the LLC                                                               
agreements,  currently  being  negotiated and  eventually  to  be                                                               
entered into on behalf of the public corporation.                                                                               
                                                                                                                                
He said there is a  sequencing problem, however, since the public                                                               
corporation  isn't yet  set up  to  do these  negotiations.   The                                                               
administration  intends   to  have   the  master   LLC  agreement                                                               
available   for  legislative   review  at   the  time   when  the                                                               
legislature   is  requested   to  authorize   the  contract,   so                                                               
legislators  will see  the template  for  future LLC  agreements.                                                               
Ultimately,  this is  a  temporary,  transitional authority  that                                                               
will be  granted to the  commissioner, and future  LLC agreements                                                               
would  be   negotiated  directly  by   the  board,  not   by  the                                                               
commissioner of DOR.                                                                                                            
                                                                                                                                
SENATOR BUNDE announced he was  tempted to table this until there                                                               
is future information.                                                                                                          
                                                                                                                                
SENATOR BEN  STEVENS agreed, but  said Mr. Donohue  had addressed                                                               
the point  he was going  to bring up  about SB 2004,  Section 11,                                                               
that the authority of the  commissioner lapses after 180 days and                                                               
thus  subsection  (a)  is  a  transitional  provision:    if  the                                                               
legislature  does approve  the policy  call to  become an  equity                                                               
participant,   the  commissioner   has   authority  to   continue                                                               
negotiations of creation  of the subsidiary LLCs  until such time                                                               
as the board of the public corporation is established.                                                                          
                                                                                                                                
MR.  DONOHUE   concurred,  saying  at   the  time  the   AK  Pipe                                                               
legislation  is  enacted, the  two  commissioner  members of  the                                                               
board would  be able to immediately  begin to act on  its behalf;                                                               
that is  how the  LLC agreements  would be  entered into.   There                                                               
would be a  modified-quorum requirement applicable to  AK Pipe so                                                               
that it would be immediately able to execute the LLC agreement.                                                                 
                                                                                                                                
8:31:51 AM                                                                                                                    
SENATOR BEN  STEVENS discussed timelines,  indicating that  if it                                                               
is  180  days  after  the  effective date  of  AS  43.82.435,  he                                                               
believes the  governor must sign  within 60 days and  the project                                                               
must begin 90 days after that.                                                                                                  
                                                                                                                                
CHAIR SEEKINS  offered that 60  days after execution,  it becomes                                                               
effective.  However,  this provision begins with  the approval by                                                               
the legislature - the effective date of the bill.                                                                               
                                                                                                                                
SENATOR  BEN STEVENS  said the  ability for  the commissioner  to                                                               
negotiate the agreements ends after that period of time.                                                                        
                                                                                                                                
CHAIR SEEKINS agreed, saying the  commissioner has 180 days after                                                               
the effective  date of the  law authorizing the contract.   There                                                               
is  a  60-day  period  after   the  authorization  to  accomplish                                                               
execution by  the parties,  and then,  to his  understanding, the                                                               
contract become effective 60 days after execution.                                                                              
                                                                                                                                
SENATOR  BEN STEVENS  concurred,  but said  a contract  provision                                                               
says  that  within  90  days  they  must  begin  the  application                                                               
process;  he noted  Wendy King  of  ConocoPhillips was  affirming                                                               
that.    He said  if  the  time  continuums  were laid  atop  one                                                               
another, the actual time during  which the commissioners have the                                                               
authority  to  do the  authorization  is  very short;  more  than                                                               
likely, it wouldn't  occur in that time period.   He also pointed                                                               
out that actual  operation of these entities  wouldn't even begin                                                               
until the time of sanction.                                                                                                     
                                                                                                                                
He  agreed  with  Senator  Bunde's   suggestion  to  table  this,                                                               
surmising it  would be until such  time as the structure  is seen                                                               
for the operating agreement.   Senator Ben Stevens opined that it                                                               
is unrealistic for  legislators to expect a final  product on the                                                               
operations of  an entity  that may not  even come  into existence                                                               
five years  from now, let alone  commence operations commercially                                                               
eight to ten years  from now.  Thus it is  unrealistic to want to                                                               
see  the operating  agreements for  all five  new LLCs  - one  of                                                               
which  might not  even exist  for the  natural gas  liquids (NGL)                                                               
plant -  and to stipulate  what each  must provide, as  stated in                                                               
the second portion of Amendment 10.   However, he suggested it is                                                               
justifiable for the legislature to  ask to see the template under                                                               
which state ownership will be represented.                                                                                      
                                                                                                                                
8:35:11 AM                                                                                                                    
SENATOR  BUNDE clarified  he was  thinking of  tabling the  whole                                                               
bill.   He  noted there  had been  considerable discussion  about                                                               
this superior group  of experts that needs to be  gathered to run                                                               
PipeCo because  it is critical  to the state.   He said  he takes                                                               
some solace  and hope from  Senator Ben Stevens' remark  that the                                                               
clock might  run out  on the two  commissioners who  will develop                                                               
the  template without  the assistance  of these  experts for  the                                                               
LLCs.  Pointing out that  he wasn't expressing lack of confidence                                                               
in  the  commissioners, Senator  Bunde  voiced  concern if  these                                                               
experts  cannot  be used  to  develop  the underpinnings  of  the                                                               
project - the template - as well as concern about timing.                                                                       
                                                                                                                                
CHAIR SEEKINS  said it  appears Mr.  Spiliotes, Mr.  Loeffler and                                                               
others from  the law  firms are experts  who are  assisting these                                                               
commissioners in trying to develop the LLC at this time.                                                                        
                                                                                                                                
MS. CUTLER affirmed that.                                                                                                       
                                                                                                                                
CHAIR  SEEKINS noted  there  is a  $36  billion corporation  that                                                               
operates with a board of  trustees, without this micromanagement.                                                               
He  said  he  also  gets concerned  when  a  four-paragraph  bill                                                               
becomes   400   pages   of   regulations   promulgated   by   the                                                               
commissioners.   He said  he shares the  concern, but  wonders at                                                               
what level it should be put.                                                                                                    
                                                                                                                                
SENATOR BUNDE  responded that he  isn't interested in  that level                                                               
of  micromanaging.   If  the  Alaska  Permanent Fund  Corporation                                                               
decided to  set up an  LLC, however, he surmised  the legislature                                                               
would want  something beyond just the  ability to review it.   He                                                               
said  the template  should be  back before  the legislature,  for                                                               
review and approval, just like the contract and PipeCo will be.                                                                 
                                                                                                                                
CHAIR SEEKINS  said he didn't  necessarily disagree  with respect                                                               
to the template.                                                                                                                
                                                                                                                                
MS. CUTLER  offered her understanding  that the  Alaska Permanent                                                               
Fund Corporation,  as part of  its investments,  holds membership                                                               
interests  in certain  LLCs,  though obviously  not  of the  same                                                               
magnitude.   With respect to  the team negotiating the  series of                                                               
LLC  agreements, she  specified that  in addition  to Morrison  &                                                               
Foerster and  Preston Gates &  Ellis, the state has  retained the                                                               
services  of  a  Canadian  law firm;  in  particular,  Mr.  Loren                                                               
Carson (ph)  has been  involved  in the  LLC  negotiations.   The                                                               
state  also  has financial  advisors,  a  consortium of  UBS  and                                                               
others, that have been involved.   Furthermore, Steve Porter, DOR                                                               
deputy  commissioner, has  been  intimately  involved along  with                                                               
several  others from  DOR and  other state  agencies, as  needed.                                                               
Thus  there has  been a  tremendous effort  put into  negotiating                                                               
that agreement.                                                                                                                 
                                                                                                                                
8:40:34 AM                                                                                                                    
SENATOR BUNDE  remarked he  is thankful  for such  expert advice,                                                               
but some experts disagree.   Regarding the product, he emphasized                                                               
the desire to review it and then vote on whether to accept it.                                                                  
                                                                                                                                
SENATOR  WAGONER read  from  what  would be  the  second item  in                                                               
Amendment 10:                                                                                                                   
                                                                                                                                
          (1)  if organized to do business in the state,                                                                        
     the  project  entity  shall   be  a  limited  liability                                                                    
     company  organized   under  AS 10.50   (Alaska  Revised                                                                    
     Limited Liability Company Act)                                                                                             
                                                                                                                                
He suggested it would be an Alaskan  LLC, and yet it is now being                                                               
constructed using Delaware law.   He said there are problems, and                                                               
he probably wouldn't  mind tabling it because he  doesn't see any                                                               
scheduling of the coordination and necessary dates, for example.                                                                
                                                                                                                                
8:42:09 AM                                                                                                                    
CHAIR SEEKINS invited Ms. King to testify.                                                                                      
                                                                                                                                
WENDY KING, Director of External  Strategies, ANS Gas Development                                                               
Team,  ConocoPhillips   Alaska,  Inc.,  offered  points   on  the                                                               
amendment.     She  noted  there'd  been   discussion  about  the                                                               
collateral  agreements  for  the   mainline  LLC,  the  GTP,  the                                                               
Canadian  portion and  so on;  Article 7  of the  proposed fiscal                                                               
contract puts  the state's ownership  interest in  those entities                                                               
at  20 percent.   However,  there  are other  entities for  which                                                               
information  isn't known.   These  include  the gas  transmission                                                               
lines,  which she  clarified aren't  "upstream  lines," as  she'd                                                               
heard, but  are midstream  portions of the  business, to  get gas                                                               
into  the main  line  for  interstate commerce.    She cited  the                                                               
National  Petroleum Reserve-Alaska  (NPR-A) transmission  line as                                                               
an example that would go from  the GTP to support exploration and                                                               
bring new exploration volumes from the west.                                                                                    
                                                                                                                                
She discussed  how the  state-ownership share  of 20  percent was                                                               
arrived  at.    Highlighting  a   principle  seen  in  commercial                                                               
alignment  relating to  the  proposed  fiscal contract,  Ms. King                                                               
explained that  there is a  value in having  commercial alignment                                                               
between   the    gas   volumes    and   the    ownership   share.                                                               
ConocoPhillips'  equity  share  in  NPR-A  is  50+  percent;  the                                                               
ownership in  that transmission-line LLC could  be very different                                                               
from the  GTP or mainline  LLC.   The answers to  those questions                                                               
aren't  known  yet, and  there  even  could be  different  member                                                               
companies in  that LLC because,  she said, "the assets  that that                                                               
transmission  line   might  be  supporting  might   be  different                                                               
working-interest  owners."   Thus trying  to stipulate  a set  of                                                               
rules that applies for every LLC is premature at this stage.                                                                    
                                                                                                                                
She cited  another example:   There  isn't a  clear understanding                                                               
yet of the Alberta-to-Lower-48 project,  which could include "new                                                               
build,"  expansions or  just utilizing  existing capacity;  there                                                               
may or may not be an entity formed  for that.  It is premature to                                                               
stipulate that  all the entity  collateral agreements  that might                                                               
be  needed to  fulfill this  fiscal contract  should be  known at                                                               
this point in time, Ms. King told members.                                                                                      
                                                                                                                                
She indicated PipeCo, created in  SB 2003, becomes the party that                                                               
represents  the State  of Alaska  in those  commercial interests.                                                               
It  needs to  function  like  a business.    Ms. King said  state                                                               
ownership  -  taking   gas  in  kind,  making   a  firm  shipping                                                               
commitment and having an ownership  position in the contract - is                                                               
a  critical  component  to  the  entire  fiscal  contract.    The                                                               
challenge  for ConocoPhillips  is that  if the  legislature isn't                                                               
satisfied  with  the  materials  provided  by  the  producers  to                                                               
support that  ownership interest, the  vote will be "no"  for the                                                               
contract; that is  the process outlined in the  Stranded Gas Act,                                                               
having the legislature agree or not agree to support the terms.                                                                 
                                                                                                                                
8:46:30 AM                                                                                                                    
SENATOR OLSON asked  whether Ms. King favored  setting aside this                                                               
amendment.                                                                                                                      
                                                                                                                                
MS. KING affirmed that.                                                                                                         
                                                                                                                                
SENATOR  OLSON  asked whether  she  would  support setting  aside                                                               
SB 2004.                                                                                                                        
                                                                                                                                
MS.  KING said  it was  a distinctly  different question  and she                                                               
needed to think it through.                                                                                                     
                                                                                                                                
SENATOR BEN  STEVENS discussed differences between  setting aside                                                               
Amendment 10 and  SB 2004.  The amendment  specifically brings up                                                               
items  on  the  collateral  agreements and  questions  that  have                                                               
arisen  because  the legislature  hasn't  seen  the mainline  LLC                                                               
template.    By contrast,  he  said,  setting  aside SB  2004  is                                                               
declining to take  any action on the fiscal contract.   It amends                                                               
the Stranded Gas Act, and it is  a three-step process to get to a                                                               
vote  on  a  stranded-gas  contract;  the  first  step  is  final                                                               
approval   of   an   oil-tax-regime  change,   which   would   be                                                               
incorporated into  the fiscal contract  via the  authorization of                                                               
SB 2004 or the enabling legislation.                                                                                            
                                                                                                                                
He  therefore  suggested that  not  acting  on SB 2004  precludes                                                               
being  able  to conclude  whether  to  accept ratification  of  a                                                               
contract and  to anticipate  legislation developed  under Section                                                               
43.82.435,  which  would  give   the  governor  authorization  to                                                               
execute.   Senator  Ben Stevens  said  he wasn't  prepared to  do                                                               
that, but wanted to stay and work  on it.  He indicated there had                                                               
been agreement to  wait to act on  SB 2003 until there  is a more                                                               
final  document and  better  understanding of  how  the LLC  will                                                               
operate and what the state's participation will be.                                                                             
                                                                                                                                
CHAIR SEEKINS  said if SB 2004  is dropped, the Stranded  Gas Act                                                               
won't  have  been amended,  and  the  framework under  which  the                                                               
contract  would  come to  the  legislature  for presentation  and                                                               
approval would be the existing framework  of that Act.  He agreed                                                               
with the need to look at the  other amendments to the Act, to see                                                               
whether that's how they want the final contract to look.                                                                        
                                                                                                                                
SENATOR  ELTON  suggested another  way  of  looking  at it:    If                                                               
SB 2004 is  set aside,  at the  time the  contract is  before the                                                               
legislature there  will be  the contract,  SB 2004  and -  to his                                                               
understanding  from  previous  testimony  - the  LLC.    He  said                                                               
nothing precludes  the legislature from dealing  with those three                                                               
topics in another session.                                                                                                      
                                                                                                                                
CHAIR SEEKINS  reiterated his concerns and  emphasized making the                                                               
legislature's intent clear  now so that after  the public comment                                                               
period is over,  the state and the producers -  when they go back                                                               
to renegotiate the  terms of the contract -  know the boundaries.                                                               
He questioned  the wisdom of  creating rules that may  be changed                                                               
after the renegotiation.                                                                                                        
                                                                                                                                
SENATOR ELTON  suggested that's the  process gone through  to get                                                               
the  contract.    He  said  he didn't  see  a  problem  with  it,                                                               
especially  when   the  contract  would  come   back  before  the                                                               
legislature as  an up-or-down  vote.  Noting  one thing  he likes                                                               
about the amendment is that  it gives legislative guidance to the                                                               
administration as there are discussions  about the LLC, he asked,                                                               
"If we're not  willing to give that legislative  guidance now, in                                                               
the form  of this  and other  amendments, then  why not  wait and                                                               
have all three elements before us at the same time?"                                                                            
                                                                                                                                
CHAIR  SEEKINS  proposed that  an  up-or-down  vote on  something                                                               
unknown is  "asking them to  take a shot in  the dark and  see if                                                               
they can guess what we're going to do."                                                                                         
                                                                                                                                
SENATOR ELTON reiterated that this  is what is happening with the                                                               
contract, as  well as the  Stranded Gas Act  amendments presented                                                               
by the administration.                                                                                                          
                                                                                                                                
8:53:32 AM                                                                                                                    
SENATOR OLSON  asked:  If  we don't  wait until after  the public                                                               
comment period, why have one?                                                                                                   
                                                                                                                                
CHAIR SEEKINS offered his understanding  of the Stranded Gas Act:                                                               
The  public comment  period is  to comment  on the  terms of  the                                                               
proposed contract;  at the end  of that period,  the commissioner                                                               
has 30  days to  recraft and renegotiate  the contract,  based on                                                               
comments  received during  that  period; then  final findings  of                                                               
financial   interest  and   the  contract,   along  with   a  law                                                               
authorizing  the  administration  to execute  the  contract,  are                                                               
presented to the legislature for approval.                                                                                      
                                                                                                                                
He  agreed it  is  a bit  clumsy,  but said  he  also intends  to                                                               
provide an opportunity for public  input, to him as a legislator,                                                               
so that when  he provides his final comments  to the commissioner                                                               
the  concerns will  be incorporated.    At the  same time,  Chair                                                               
Seekins suggested,  it is valuable  for the body to  make certain                                                               
amendments to  the law now,  since that  would be the  law within                                                               
which  the  contract would  fit.    It  may  or may  not  include                                                               
comments on  collateral agreements; that is  the discussion being                                                               
held now.   However, not amending the Stranded Gas  Act at all is                                                               
asking  the commissioner  to  bring forth  a  contract that  fits                                                               
within the purposes of the  existing Act; he questioned the logic                                                               
of that process.                                                                                                                
                                                                                                                                
He  called  upon legislative  drafter  Dennis  Bailey to  address                                                               
Senator Bunde's earlier question.                                                                                               
                                                                                                                                
8:56:35 AM                                                                                                                    
SENATOR  BUNDE  noted  that Senator  Ben  Stevens  had  suggested                                                               
Amendment 10 fits within SB 2003, not  SB 2004.  He asked whether                                                               
there is a legal problem if it is addressed in SB 2004.                                                                         
                                                                                                                                
^Dennis Bailey, Legislative Legal Services                                                                                      
DENNIS BAILEY, Attorney,  Legislative Legal Services, Legislative                                                               
Affairs Agency,  gave an initial  impression that these  kinds of                                                               
terms could  be included in either  bill.  The amendments  to the                                                               
Stranded Gas  Act appear to be  an attempt by the  legislature to                                                               
give guidance  they may  not have otherwise  with respect  to the                                                               
contract, and Mr. Bailey said he  wasn't sure it made a whole lot                                                               
of  difference whether  these  kinds of  terms,  relating to  the                                                               
organization, are in SB 2003 or SB 2004.                                                                                        
                                                                                                                                
SENATOR BUNDE asked whether it would fit under the title.                                                                       
                                                                                                                                
MR. BAILEY said he hadn't  reviewed that specifically, especially                                                               
with regard to SB 2003.                                                                                                         
                                                                                                                                
SENATOR GREEN asked whether it should be included in both.                                                                      
                                                                                                                                
MR. BAILEY  answered that SB 2004  was his bill, and  thus he was                                                               
more  knowledgeable about  it.   However,  he didn't  see why  it                                                               
needed to be in both, since  one or the other would establish the                                                               
law.   Mr. Bailey said  he would look at  the titles for  both to                                                               
see whether  there was a problem;  he pointed out that  the title                                                               
for SB 2004 was quite broad.                                                                                                    
                                                                                                                                
SENATOR GREEN  explained she'd asked  because a June 2  memo from                                                               
Greenberg  Traurig on  SB 2003  had recommended  "such collateral                                                               
agreements shall  be subject to  review and authorization  by the                                                               
legislature or  by LB&A when  the legislature's not  in session."                                                               
She said she was just curious.                                                                                                  
                                                                                                                                
8:59:53 AM                                                                                                                    
SENATOR BUNDE called the question on Amendment 10A.                                                                             
                                                                                                                                
CHAIR SEEKINS allowed further questioning of Mr. Bailey.                                                                        
                                                                                                                                
SENATOR  GREEN asked  Mr.  Bailey, as  drafter  of Amendment  10,                                                               
whether he had other concerns about the format or content.                                                                      
                                                                                                                                
MR. BAILEY  replied that  the content was  part of  Mr. Shepler's                                                               
June  2 memo.   As  to whether  he had  concerns from  a drafting                                                               
perspective,  Mr.  Bailey  said   he  believes  it  reflects  the                                                               
concepts  that were  recommended for  including the  policy calls                                                               
suggested, using this as a  mechanism to focus the administration                                                               
on making these changes in the contract.                                                                                        
                                                                                                                                
SENATOR BEN  STEVENS reiterated concern  that this  is premature.                                                               
He said  he believed  there had been  a good  discussion, talking                                                               
about components of  entities yet to be formed  and components of                                                               
an entity template,  whether called AK Pipe or  PipeCo, that will                                                               
be the underpinning document of  participation in the equity role                                                               
of the state.                                                                                                                   
                                                                                                                                
9:02:20 AM                                                                                                                    
SENATOR BEN STEVENS moved to table Amendment 10.                                                                                
                                                                                                                                
A roll call vote of 5 yeas and  7 nays proved the motion to table                                                               
Amendment  10   failed,  with  Senators  Ben   Stevens,  Stedman,                                                               
Hoffman, Green and Seekins voting  yea and Senators Bunde, Olson,                                                               
Dyson, Wilken, Elton, Kookesh and Wagoner voting nay.                                                                           
                                                                                                                                
CHAIR SEEKINS asked Mr. Bailey  whether he saw any constitutional                                                               
problems  or   separation-of-powers  issues   with  any   of  the                                                               
amendments contained in Amendment 10.                                                                                           
                                                                                                                                
MR. BAILEY replied  that he couldn't make that  broad a statement                                                               
and would have  to review it with  that in mind.   He pointed out                                                               
that  drafts are  reviewed for  constitutional issues,  which are                                                               
relayed to the drafters.                                                                                                        
                                                                                                                                
SENATOR GREEN expressed disappointment  that a drafter whose name                                                               
was on the  draft couldn't say whether  there were constitutional                                                               
issues  or  whether  it  was  in  proper  form  or  followed  the                                                               
instructions  of  the  requestor.    She  said  she  wanted  more                                                               
assurance that  it didn't  have constitutional  or separation-of-                                                               
powers issues.                                                                                                                  
                                                                                                                                
MR. BAILEY requested a moment to refresh his recollection.                                                                      
                                                                                                                                
SENATOR BUNDE suggested the review be limited to Amendment 10A.                                                                 
                                                                                                                                
CHAIR SEEKINS concurred.                                                                                                        
                                                                                                                                
9:05:24 AM                                                                                                                    
SENATOR STEDMAN  indicated he wanted  to know any  legal concerns                                                               
Mr.  Bailey might  have about  using this  illustrative amendment                                                               
that had been presented.                                                                                                        
                                                                                                                                
MR. BAILEY, focusing on Amendment  10A, noted it had been brought                                                               
to the  attention of the  requestor -  which he didn't  think was                                                               
new information to the committee  - on the broader perspective of                                                               
whether the  legislature has the  power to  review administrative                                                               
contracts  without interfering  with  the administrative  powers.                                                               
The  existing  Stranded  Gas  Act   suggests  that  the  governor                                                               
transmits the contract to the  legislature, which would authorize                                                               
it;  whether  it  would  become   an  issue  as  to  whether  the                                                               
legislature has  that power  is certainly  a separation-of-powers                                                               
question.   Mr.  Bailey  remarked, "I  don't  think that  there's                                                               
really an answer to that question,  given the context."  He added                                                               
that  there  are practical  aspects  of  debating that  issue  in                                                               
court, given the magnitude of the project.                                                                                      
                                                                                                                                
CHAIR SEEKINS reported this topic  was discussed at length in the                                                               
Senate Judiciary Standing Committee, which  he chairs; he said it                                                               
is the  same underlying concern as  to whether it is  a violation                                                               
of separation-of-powers  to require  legislative approval  of the                                                               
fiscal contract, to his understanding.                                                                                          
                                                                                                                                
MR. BAILEY agreed that is the issue.                                                                                            
                                                                                                                                
CHAIR SEEKINS noted it was  anticipated that it probably wouldn't                                                               
be challenged  by the administration  in this case, but  there is                                                               
an  underlying   discussion  of   whether  the   legislature  has                                                               
authority  to  require  its  approval  for  the  execution  of  a                                                               
contract.    He  said  it's  an open  question  with  respect  to                                                               
requiring approval of  an LLC or collateral  agreement that would                                                               
be spawned from the fiscal contract.                                                                                            
                                                                                                                                
MR. BAILEY suggested  the second issue is a subset  of the first:                                                               
if the legislature is going  to approve the entire contract, then                                                               
approving the collateral agreements seems to be incorporated.                                                                   
                                                                                                                                
9:09:03 AM                                                                                                                    
CHAIR SEEKINS asked whether there  was objection to Amendment 10A                                                               
(revised) to SB 2004.                                                                                                           
                                                                                                                                
SENATOR BEN STEVENS objected.                                                                                                   
                                                                                                                                
A  roll call  vote of  7  yeas and  5 nays  proved Amendment  10A                                                               
passed,  with  Senators  Bunde, Kookesh,  Olson,  Dyson,  Wilken,                                                               
Elton and Wagoner voting yea and Senators Ben Stevens, Stedman,                                                                 
Hoffman, Green and Seekins voting nay.                                                                                          
                                                                                                                                
CHAIR SEEKINS explained that he'd voted "no" because he believed                                                                
Amendment 10A belonged in SB 2003.  He held over SB 2003 and                                                                    
SB 2004.  (Also see the 9:26 a.m. minutes for this date.)                                                                       

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