Legislature(2007 - 2008)SENATE FINANCE 532

04/26/2007 09:00 AM Senate FINANCE


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09:10:25 AM Start
09:10:37 AM SB104
11:09:05 AM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+= SB 104 NATURAL GAS PIPELINE PROJECT TELECONFERENCED
Heard & Held
Pipeline Project Financing
Frederic Rich, Sullivan & Cromwell, LLP
State Gas Reserves Potential
Bob Swenson - Dir, Div of Geological &
Geophysical Surveys, Dept of Natural
Resources
+ Bills Previously Heard/Scheduled TELECONFERENCED
                            MINUTES                                                                                           
                    SENATE FINANCE COMMITTEE                                                                                  
                         April 26, 2007                                                                                       
                           9:10 a.m.                                                                                          
                                                                                                                                
                                                                                                                              
CALL TO ORDER                                                                                                               
                                                                                                                                
Co-Chair  Bert  Stedman  convened the  meeting  at  approximately                                                               
9:10:25 AM.                                                                                                                   
                                                                                                                                
PRESENT                                                                                                                     
                                                                                                                                
Senator Lyman Hoffman, Co-Chair                                                                                                 
Senator Bert Stedman, Co-Chair                                                                                                  
Senator Charlie Huggins, Vice Chair                                                                                             
Senator Kim Elton                                                                                                               
Senator Joe Thomas                                                                                                              
Senator Fred Dyson                                                                                                              
Senator Donny Olson                                                                                                             
                                                                                                                                
Also Attending:  FREDERIC RICH, Head, Global  Project Development                                                             
and  Finance Group,  Sullivan, &  Cromwell, LLP;  ROBERT SWENSON,                                                               
State  Geologist  & Acting  Director,  Division  of Geological  &                                                               
Geophysical  Surveys,  Department  of  Natural  Resources;  KEVIN                                                               
BANKS,  Acting  Director, Division  of  Oil&  Gas, Department  of                                                               
Natural Resources                                                                                                               
                                                                                                                                
Attending  via  Teleconference:   There  were  no  teleconference                                                             
participants                                                                                                                    
                                                                                                                                
SUMMARY INFORMATION                                                                                                         
                                                                                                                                
SB 104-NATURAL GAS PIPELINE PROJECT                                                                                             
                                                                                                                                
The Committee  heard two presentations pertaining  to the Natural                                                               
Gas Pipeline  Project legislation:  one from Sullivan  & Cromwell                                                               
LLP  on gas  pipeline financing  and one  from the  Department of                                                               
Natural Resources  on potential  gas reserves  in the  State. The                                                               
bill was held in Committee.                                                                                                     
                                                                                                                                
9:10:37 AM                                                                                                                    
                                                                                                                                
                                                                                                                                
     CS FOR SENATE BILL NO. 104(JUD)                                                                                            
     "An  Act  relating to  the  Alaska  Gasline Inducement  Act;                                                               
     establishing  the  Alaska  Gasline Inducement  Act  matching                                                               
     contribution   fund;  providing   for   an  Alaska   Gasline                                                               
     Inducement  Act coordinator;  making conforming  amendments;                                                               
     and providing for an effective date."                                                                                      
                                                                                                                                
                                                                                                                                
This was  the sixth hearing for  this bill in the  Senate Finance                                                               
Committee.                                                                                                                      
                                                                                                                                
Co-Chair  Stedman  announced that  this  would  be another  in  a                                                               
series  of Committee  hearings focused  on gathering  information                                                               
pertinent to the Alaska Gasline Inducement Act (AGIA).                                                                          
                                                                                                                                
Co-Chair  Stedman  announced  he  had asked  Frederic  Rich  with                                                               
Sullivan & Cromwell, LLP, an  international law firm based in New                                                               
York, to review select information  from a gas pipeline financing                                                               
presentation  he had  recently presented  to another  Legislative                                                               
committee  which  Co-Chair  Stedman   had  attended.  Sullivan  &                                                               
Cromwell,  LLP  is  consistently  ranked "in  league  tables  and                                                               
surveys" as  one of the  top leading  advising law firms  for oil                                                               
and gas and  pipeline financing. The firm has  been a participant                                                               
in five of the ten  largest "and completed" international oil and                                                               
gas pipeline financing projects.                                                                                                
                                                                                                                                
Co-Chair  Stedman noted  that following  Mr. Rich's  remarks, the                                                               
Department of  Natural Resources would be  presenting information                                                               
regarding gas reserves in the State.                                                                                            
                                                                                                                                
9:12:57 AM                                                                                                                    
                                                                                                                                
FREDERIC  RICH,  Head,  Global Project  Development  and  Finance                                                               
Group,  Sullivan, &  Cromwell, LLP,  informed the  Committee that                                                               
Sullivan &  Cromwell specializes in "mega  projects" with capital                                                               
costs "in excess of a billion dollars".                                                                                         
                                                                                                                                
Mr. Rich noted  that while Sullivan & Cromwell  LLT has typically                                                               
served  as lead  financial advisor  to the  producers group,  his                                                               
remarks would be his own and  should not be viewed as the opinion                                                               
or position of any producer group member.                                                                                       
                                                                                                                                
9:14:18 AM                                                                                                                    
                                                                                                                                
As  noted by  Co-Chair Stedman,  Mr.  Rich affirmed  he would  be                                                               
elaborating  on  specific  information in  the  "Project  Finance                                                               
Workshop, An  Introduction to  Project Finance  for Oil,  Gas and                                                               
Pipelines"  presentation, dated  April 25,  2007 [copy  on file].                                                               
First, however, he wished to elaborate  on a question he had been                                                               
asked the  previous day regarding  whether "the authority  of the                                                               
Secretary of the Department of  Energy (DOE) to issue the federal                                                               
loan guarantee,  the authorization, had any  sunset or expiration                                                               
date…"                                                                                                                          
                                                                                                                                
Mr. Rich  affirmed there was  no expiration date  associated with                                                               
the federal loan guarantee  authorization; however, the Secretary                                                               
of the  DOE must  "issue the  federal loan  guarantee instrument"                                                               
within  a two-year  period after  the  Federal Energy  Regulatory                                                               
Commission  (FERC)  issues  a project  a  Certificate  of  Public                                                               
Convenience and Necessity.                                                                                                      
                                                                                                                                
Mr.  Rich also  noted that  the certificate  would be  considered                                                               
"issued"  when all  the certificates  had been  issued that  "are                                                               
required  in  connection   with  transportation  of  commercially                                                               
economical quantities of gas".                                                                                                  
                                                                                                                                
9:15:39 AM                                                                                                                    
                                                                                                                                
Mr. Rich  considered it worthwhile  to remind the  Committee that                                                               
"the scale and magnitude of this  project and the extent to which                                                               
it  would likely  make  its  own market"  makes  it difficult  to                                                               
compare its  financing to  other oil  and gas  projects. Here-to-                                                               
fro,  the largest  completed financing  for any  industry project                                                               
was  $6.7 billion  and "the  largest previous  pipeline financing                                                               
was $2.6 billion".                                                                                                              
                                                                                                                                
Mr. Rich characterized this project,  in terms of financing, as a                                                               
"quantum  leap  into new  territory".  It  is  so large  that  no                                                               
structures  and procedures  from  any previous  project could  be                                                               
"scaled up"  to size. Thus,  even "the  magnitude of the  risk is                                                               
qualitatively different".                                                                                                       
                                                                                                                                
9:17:03 AM                                                                                                                    
                                                                                                                                
Mr.  Rich,   understanding  that   the  Committee   desired  more                                                               
information on how  "the presence" of the  federal loan guarantee                                                               
might  affect  other aspects"  of  the  project such  as  project                                                               
financing,  shared that  "the federal  loan  guarantee in  effect                                                               
only has the affect of  interposing the federal government either                                                               
as the  lender or as  an additional lender". Thus,  any reference                                                               
to  a condition  imposed by  the lender  would infer  it to  be a                                                               
requirement  of  the  federal government,  especially  where  the                                                               
federal loan guarantee 100 percent.                                                                                             
                                                                                                                                
Mr. Rich communicated that having  a federal government guarantee                                                               
on  the project  "is  hopefully providing  an  incentive for  the                                                               
project to proceed by lowering the  cost of the debt". One should                                                               
be mindful that the federal loan  guarantee is not free money; it                                                               
must be repaid since the  federal government "must behave" as any                                                               
prudent lender would.                                                                                                           
                                                                                                                                
Mr. Rich specified that were  the federal government to guarantee                                                               
100 percent of the debt, "it  will have a financial advisor which                                                               
will advise  it on  the terms and  conditions and  structures and                                                               
covenants" and other components of project financing.                                                                           
                                                                                                                                
Mr.  Rich  stated  that  in  the case  of  a  federal  government                                                               
guarantee of  less than 100 percent  of the debt, there  would be                                                               
other  "lenders taking  full project  risks  post completion"  in                                                               
addition to the federal government.                                                                                             
                                                                                                                                
Mr. Rich,  referencing the immensity  of the project,  noted that                                                               
if  the   federal  government  guarantee  was   80  percent,  the                                                               
remaining  "un-guaranteed  portion itself  would  be  one of  the                                                               
largest project financings … ever  undertaken" for an oil and gas                                                               
industry project.                                                                                                               
                                                                                                                                
Mr. Rich expressed  that having a federal  guarantee would likely                                                               
not  change  any  of  the  requirements or  "lessen  any  of  the                                                               
pressures or requirements" associated  with the project. Were the                                                               
federal government to  pay "under the guarantee"  for any default                                                               
in  a loan,  there  would  simply be  "a  change  in lender;  the                                                               
borrowing company,  the pipeline  company, still owes  the money,                                                               
but instead  of owing  it to  Citibank, if  that was  the initial                                                               
lender, it now owes it to the federal government".                                                                              
                                                                                                                                
9:19:56 AM                                                                                                                    
                                                                                                                                
Mr.  Rich next  addressed the  "completion support  or completion                                                               
guarantee" agreements  associated with a pipeline.  The interplay                                                               
between  the required  completion  support and  the federal  loan                                                               
guarantee  is   specified  in  federal  statute,   in  that  "the                                                               
Secretary shall not  require as a condition of  issuing a federal                                                               
guarantee agreement, any contractual  commitment or other form of                                                               
credit  support of  the sponsors  other than  equity contribution                                                               
commitments and completion guarantees".                                                                                         
                                                                                                                                
Mr.  Rich   noted  that   equity  contribution   commitments  and                                                               
completion  guarantees   "are  alternative  forms   of  providing                                                               
completion  support".  Equity  contribution  commitments  are  "a                                                               
promise by  the shareholders  or owners  of the  pipeline company                                                               
that they will put in the  required equity portion under the base                                                               
case  budgeted  capital costs  and  that  they  would put  in  an                                                               
additional portion  in respect  of overruns".  Other oil  and gas                                                               
projects have required an additional  30 percent of the estimated                                                               
capital costs for project overrun expenses.                                                                                     
                                                                                                                                
Mr.   Rich  disclosed   that  a   "completion  guarantee   is  an                                                               
alternative form of completion support  where the shareholders of                                                               
the pipeline entity actually guarantee  the debt when the debt is                                                               
incurred during the construction  period and those guarantees are                                                               
in full force  and effect until completion is  met". He specified                                                               
that  "completion  is  defined  as meeting  a  set  of  physical,                                                               
operational and financial tests."                                                                                               
                                                                                                                                
Mr. Rich  contended that "before  completion exists, there  is no                                                               
project, there  is no  credit, there is  no facility,  there's no                                                               
way  for the  lenders to  be repaid  so they  are looking  to the                                                               
guarantor".  In order  to pass  a completion  test, the  pipeline                                                               
must be built as scoped, must  be able to operate at the required                                                               
capacity; and  must meet  the entirety  of other  requirements in                                                               
the credit agreement. These other  requirement might include such                                                               
things as firm  shipping commitments. "Once all  those things are                                                               
certified … the completion guarantees fall away".                                                                               
                                                                                                                                
Mr.  Rich concluded  that  either a  completion  guarantee or  an                                                               
equity  contribution commitment  would be  required by  a federal                                                               
guarantee.  They could  be  in  place "on  day  one  so that  the                                                               
lenders would have  the comfort of the federal  guarantee and the                                                               
parties providing  the completion support would  give the support                                                               
to the  federal government". One  example of this is  "a straight                                                               
debt  guarantee"  which "would  be  a  counter guarantee  of  the                                                               
federal government by the shareholders".  In this case, if a pre-                                                               
completion default  occurred, "the  federal government  would pay                                                               
the bank,  and then it  would turn and  make a claim  against the                                                               
shareholder under its guarantee".                                                                                               
                                                                                                                                
Mr. Rich advised that a  straight debt guarantee "would lower the                                                               
cost  of the  debt because  the bank  lending the  pre-completion                                                               
will price it at a U.S. government risk margin".                                                                                
                                                                                                                                
Mr. Rich  stated that if  the federal government  decided against                                                               
taking completion  risks, it could  wait to issue  its' guarantee                                                               
until  after  the  pipeline  was completed.  In  this  case  "the                                                               
shareholders  would  directly  guarantee  to  lenders  until  the                                                               
completion was  met". "The  cost of  the guarantee  would reflect                                                               
the credit rating of the shareholders of the pipeline company…"                                                                 
                                                                                                                                
Mr. Rich concluded his comments  regarding the "interplay between                                                               
these completion issues and the federal guarantee".                                                                             
                                                                                                                                
9:24:29 AM                                                                                                                    
                                                                                                                                
In  response  to  a  question from  Mr.  Rich,  Co-Chair  Stedman                                                               
requested  that  Members  hold their  questions  until  Mr.  Rich                                                               
completed his presentation.                                                                                                     
                                                                                                                                
9:25:02 AM                                                                                                                    
                                                                                                                                
                        Sullivan & Cromwell LLP                                                                                 
                       Project Finance Workshop                                                                                 
                  An Introduction to Project Finance                                                                            
                      for Oil, Gas and Pipelines                                                                                
                            April 25, 2007                                                                                      
                                                                                                                                
     Section 5                                                                                                                  
                                                                                                                                
     Project Finance for Oil, Gas and Pipelines                                                                                 
                                                                                                                                
     Page 48                                                                                                                    
                                                                                                                                
     Why do lenders like oil, gas & pipeline projects?                                                                          
                                                                                                                                
     · Past experience has been good                                                                                            
     · Resource based lending for upstream projects; contractual                                                                
        based lending for pipeline projects                                                                                     
     · Technologies are usually well-proven                                                                                     
     · Particularly suited to cash-based credit analysis - cash                                                                 
        flows clear                                                                                                             
     · Either commodity products without market risk (oil), or                                                                  
        highly credit-worthy off-take/transportation commitments                                                                
     · One of the main post-completion risks is usually price                                                                   
        risk - which, traditionally, banks understand and can                                                                   
        price                                                                                                                   
     · Sponsors can be                                                                                                          
        × highly creditworthy                                                                                                   
        × experienced with large projects, conservation culture                                                                 
        × judged by lenders unlikely to abandon strategically                                                                   
          significant projects                                                                                                  
                                                                                                                                
Mr.  Rich directed  attention  to page  48 of  Section  5 in  the                                                               
presentation  [copy  on  file].   He  noted  that  since  lenders                                                               
typically provide 70 to 80  percent of a project's funding, their                                                               
primary focus is  on being repaid in a timely  fashion. This is a                                                               
very  different perspective  than  those of  "the developers  who                                                               
stand to  earn an equity  return or upstream producers  who stand                                                               
to be able to market their gas and earn an upstream return".                                                                    
                                                                                                                                
Mr. Rich  communicated that  lenders tend to  view projects  in a                                                               
"what could go wrong" manner.  Nonetheless, "there is a good deal                                                               
of  enthusiasm" amongst  lenders, specifically  commercial banks,                                                               
"about the oil and gas  pipeline sector". The probability is high                                                               
that this project could be financed.                                                                                            
                                                                                                                                
9:26:50 AM                                                                                                                    
                                                                                                                                
Mr.  Rich cautioned  the Committee  to  be aware  that banks  and                                                               
other lending institutions "tend to  be in marketing mode" during                                                               
the initial  stages of  a project. They  might label  the project                                                               
"fantastic" and  state their willingness  to help finance  it. It                                                               
is not until later in the  process that intricate issues, such as                                                               
the firm commitment contract agreements, are addressed.                                                                         
                                                                                                                                
Mr.  Rich   also  noted  that   one  of  the   primary  questions                                                               
shareholders of  any project must  address is whether to  seek an                                                               
independent financial advisor  "who would not be  competing to do                                                               
the business of making the loans  or underwriting the bonds or do                                                               
they seek  a bank that  actually will  both give them  advice and                                                               
then  change  to  the  other  side   of  the  table  and  be  the                                                               
counterpart negotiating the terms of the credit".                                                                               
                                                                                                                                
Mr.  Rich  considered  there  to  be  valid  arguments  for  each                                                               
approach; however, most of the  "more sophisticated companies" as                                                               
well  as  the  United  States   government,  prefer  to  have  an                                                               
independent financial  adviser. This  issue is  being highlighted                                                               
because it  is likely that  the information presented on  page 48                                                               
would be  experienced. Banks  "love doing  oil, gas  and pipeline                                                               
business, especially"  projects in  the United  States. Currently                                                               
only 15  percent of this  lending market  is for projects  in the                                                               
United States.  Most of these  capital requests to banks  are for                                                               
projects  in places  such as  Russia and  Venezuela, "and  places                                                               
where there's a whole different element of risk".                                                                               
                                                                                                                                
9:29:24 AM                                                                                                                    
                                                                                                                                
Mr. Rich expressed  that an oil and gas project  in North America                                                               
is attractive  to lending institutions for  the reasons specified                                                               
on page 48.                                                                                                                     
                                                                                                                                
9:30:05 AM                                                                                                                    
                                                                                                                                
     Page 49                                                                                                                    
                                                                                                                                
     Upstream vs. midstream (pipelines)                                                                                         
                                                                                                                                
     Upstream                                                                                                                   
        · Oil projects involve commodity products with little or                                                                
          no market risk; transportation may not be an issue                                                                    
        · Gas projects depend on available transportation and                                                                   
          market, and strength of off-take commitments                                                                          
                                                                                                                                
Mr. Rich reminded  the Committee that the  upstream and midstream                                                               
marketplaces are  "very different".  In addition,  gas is  a more                                                               
complicated commodity than oil to address.                                                                                      
                                                                                                                                
     Page 50                                                                                                                    
                                                                                                                                
     Upstream vs. midstream                                                                                                     
                                                                                                                                
     Midstream                                                                                                                  
                                                                                                                                
          Pipeline credits vary widely - depending on                                                                           
                                                                                                                                
          · Degree      of      project     integration      with                                                               
             upstream/downstream                                                                                                
                  Æ’Upstream and midstream as integrated project                                                                
                  Æ’Separate but with upstream producers as                                                                     
                    owners of midstream                                                                                         
                  Æ’Separate with upstream producers' role                                                                      
                    limited to customer                                                                                         
          · Contractual and credit links into upstream                                                                          
                  Æ’Producer transportation commitment vs. buyer                                                                
                    as shipper                                                                                                  
                  Æ’Nature of transportation commitment                                                                         
          · Tariff structure                                                                                                    
                  Æ’Unregulated - negotiated tariff                                                                             
                  Æ’Common carrier                                                                                              
                  Æ’FERC/NEB                                                                                                    
          · Emerging market vs. developed                                                                                       
                                                                                                                                
9:30:16 AM                                                                                                                    
                                                                                                                                
Mr.  Rich  reminded  that  issues  pertaining  to  "a  separately                                                               
constituted midstream  project" were  discussed at  length during                                                               
the   previous  day's   presentation.   While   there  has   been                                                               
"successful   financing  of   separately  constituted   midstream                                                               
projects" in the United States,  the current trend outside of the                                                               
United States is that both  producers and lenders are tending "to                                                               
prefer the  integration of the  upstream and  midstream" efforts.                                                               
This  project should  be weighed  to  determine which  precedents                                                               
might apply to it.                                                                                                              
                                                                                                                                
9:31:22 AM                                                                                                                    
                                                                                                                                
     Page 51                                                                                                                    
                                                                                                                                
     Main Pipeline Financing Approaches                                                                                         
                                                                                                                                
     Degree of Integration with Upstream/Downstream                                                                             
          · Especially for large strategic projects which rely                                                                  
             on single transportation system,  producers want (i)                                                               
             timely development  of transportation,  (ii) control                                                               
             over construction  and  operating  costs, and  (iii)                                                               
             reliability -  usually  leads  to  integration  with                                                               
             upstream or producer  participation if  midstream is                                                               
             separate                                                                                                           
          · Even if pipeline is organized as a separate project,                                                                
             development of  upstream  resources,  transportation                                                               
             commitments and  downstream markets  are foundations                                                               
             of the pipeline credit                                                                                             
                                                                                                                                
Mr. Rich  declared that  "as long as  this project  is separately                                                               
constituted, which it  will be, the key issues would  be: what is                                                               
the nature of the link or  the contractual claim that the lenders                                                               
to the  midstream pipeline  project have  on the  availability of                                                               
the upstream reserves … That of course is a function of the firm                                                                
transportation contracts."                                                                                                      
                                                                                                                                
9:31:29 AM                                                                                                                    
                                                                                                                                
     Page 52                                                                                                                    
                                                                                                                                
     Main Pipeline Financing Approaches                                                                                         
                                                                                                                                
     · "Dual Project Risk"                                                                                                      
        o Dual completion risk if separate upstream project is                                                                  
          also greenfield                                                                                                       
        o Crux of issue: midstream lenders exposed to upstream                                                                  
          risks without normal covenants with and remedies                                                                      
          against upstream project                                                                                              
        o Creates tremendous pressure (i) for common ownership                                                                  
          or (ii) on terms and conditions of transportation                                                                     
          agreements as only "link" into upstream                                                                               
        o Financing complexity, time and costs also can increase                                                                
                                                                                                                                
     Page 53                                                                                                                    
                                                                                                                                
     Transportation Agreements                                                                                                  
                                                                                                                                
     · Transportation Agreement defines cash flows for pipeline                                                                 
        borrower                                                                                                                
        o Producer or buyer as shipper                                                                                          
        o Nature of shipping commitment                                                                                         
             Æ’Ship-or-pay (most common)                                                                                        
             Æ’Ship-and-pay                                                                                                     
     · For ANGP, as FERC/NEB regulated project, open season bids                                                                
        would be on the basis of firm transportation commitments                                                                
                                                                                                                                
9:31:40 AM                                                                                                                    
                                                                                                                                
     Page 54                                                                                                                    
                                                                                                                                
     Transportation Agreements                                                                                                  
                                                                                                                                
     Firm Transportation Commitment (ship or pay)                                                                               
          · Key midstream financing issues are tenor, volume,                                                                   
            tariff, shipper credit and force majeure                                                                            
             o If Federal guarantees are available and used,                                                                    
               these are issues for Federal government as                                                                       
               guarantor, and for lenders as to any uncovered                                                                   
               portion of debt … but force majeure exceptions to                                                                
               "ship or pay" obligations are key                                                                                
          · Starting point for midstream post-completion credit                                                                 
             is blended credit behind shipping commitments                                                                      
          · Shipper credit analyzed based on (i) financial                                                                      
             strength, (ii)  upstream  development and  operating                                                               
             costs  and   break-even  net-back,   (iii)  end-user                                                               
             markets, and (iv) sufficient volumes to fulfill firm                                                               
             commitment                                                                                                         
          · In FERC regulated transaction, tariff adjusts -                                                                     
             generally protects lenders because costs passed on                                                                 
             to shippers                                                                                                        
          · Producers may be reluctant to enter into firm "ship-                                                                
             or-pay" commitments if they do not own the pipeline                                                                
                                                                                                                                
Mr. Rich  identified key  elements a  lender would  consider when                                                               
judging  the  adequateness   of  firm  transportation  agreements                                                               
(FTs). These  would include: "their  duration in relation  to the                                                               
duration of the  debt" as "the general rule is  that the tenor of                                                               
the off-take contract  or the FT agreement" should be  as long or                                                               
longer than  the length  of the debt  obligation; "the  volume of                                                               
the commitments must  be sufficient to repay the  debt"; and "the                                                               
credit" behind the FTs.                                                                                                         
                                                                                                                                
Mr. Rich  disclosed that lenders  analyze FTs on two  levels. The                                                               
technical  analysis   would  consider   the  entity   giving  the                                                               
commitment  and  their  credit  ranking.  "There  is  no  credit"                                                               
accompanying a  company whose sole  business "was  the production                                                               
of upstream  reserves in Alaska"  as that company would  not have                                                               
"the cash to  pay the commitment unless it is  in fact monetizing                                                               
the gas".  This scenario  might be acceptable  to lenders  if the                                                               
company was a  component "of a larger corporate  group" and there                                                               
was the "expectation  that the larger corporate  group will cause                                                               
that affiliate to meet its obligations".                                                                                        
                                                                                                                                
Mr.  Rich expressed  that that  expectation  would not  typically                                                               
hold true  if the entity  behind the FT  "does not have  a public                                                               
investment grade credit rating". In  that case, the lenders would                                                               
require additional credit supports or guarantees.                                                                               
                                                                                                                                
9:34:39 AM                                                                                                                    
                                                                                                                                
Mr. Rich  stated that the  second analysis would be  a commercial                                                               
and economic analysis  of "how likely is it …  that company would                                                               
perform its  obligations". In  the case of  a gas  pipeline, this                                                               
analysis "leads right  into an integrated economics  of the whole                                                               
enterprise". Questions  would include such things  as whether the                                                               
netbacks would  be positive, and,  over a  20 or 30  year period,                                                               
would "it  make commercial sense  to lift the gas  and transport"                                                               
it. The "entire  value chain" of the project must  be modeled and                                                               
projected.                                                                                                                      
                                                                                                                                
9:35:12 AM                                                                                                                    
                                                                                                                                
Mr.  Rich stated  that the  modeling would  be comprehensive  and                                                               
would consider  such things as  operating costs,  reservoir data,                                                               
fiscal, and gas market forecasts.  The ultimate question would be                                                               
whether the company could pay back  the $20 billion debt over the                                                               
next 20  years under a  negative netback scenario as  compared to                                                               
the scenario "where  the upstream business is going  fine and the                                                               
netbacks are positive and they're continuing to produce".                                                                       
                                                                                                                                
9:37:17 AM                                                                                                                    
                                                                                                                                
     Page 55                                                                                                                    
                                                                                                                                
     Transportation Agreements                                                                                                  
                                                                                                                                
     Force Majeure                                                                                                              
     · In "ship-or-pay", force majeure provisions define                                                                        
        circumstances where shippers do not have to pay                                                                         
     · Of key importance to lenders, since force majeure events                                                                 
        result in interruption in cast flow available to service                                                                
        debt                                                                                                                    
     · Main       force       majeure      provisions       cover                                                               
        operational/availability risk in midstream - if midstream                                                               
        cannot accept gas, shippers not obligated to pay                                                                        
     · Result is keen lender interest in (i) quality of original                                                                
        design and construction,  (ii) operational  expertise and                                                               
        track record of  midstream operator, and  (iii) technical                                                               
        and financial capacity  of midstream project  company and                                                               
        its owners to address operational issues                                                                                
     · Project size and complexity, together with long tenor and                                                                
        large size of midstream financing, likely to increase                                                                   
        these concerns in ANGP                                                                                                  
                                                                                                                                
Mr. Rich identified force majeure  (FM) provisions as another key                                                               
consideration in the lending process  as contracts do not require                                                               
shippers   "to   pay  the   tariff   in   100  percent   of   the                                                               
circumstances". Even though  shippers "do take most  of the risk"                                                               
of paying,  "they are excused  from paying  … if pipeline  is not                                                               
available  to accept  and transport  tenured gas  … As  a result,                                                               
it's a risk  the midstream lenders take". If the  pipeline is not                                                               
available  due  to  such  things  as  an  environmental  problem,                                                               
"there's no cash flow".                                                                                                         
                                                                                                                                
Mr. Rich  informed that consideration of  the pipeline operators'                                                               
"operational track  record and expertise"  as well  as technology                                                               
and  operating support  is "an  essential part"  of the  lender's                                                               
credit  decision  and  "their  pricing  of  the  credit".  "Force                                                               
majeure   provisions  are   heavily  negotiated"   and  are   not                                                               
standardized.  In  addition, they  are  affected  by the  Federal                                                               
Energy Regulatory Commission (FERC) process.                                                                                    
                                                                                                                                
Mr. Rich, who professed not to  be an expert in the FERC process,                                                               
did know  that "FTs are able  to be negotiated prior  to the open                                                               
season  so that  these force  majeure provisions  [indiscernible]                                                               
basically arise as a matter of negotiation".                                                                                    
                                                                                                                                
Mr.  Rich  emphasized that  FTs  do  affect  the financing  of  a                                                               
project. "If the owners of  the pipeline are completely dependent                                                               
on financing", an attempt would be  made early in the process "to                                                               
understand  and anticipate"  what  financing  would be  required.                                                               
Therefore,  it is  likely  that at  the time  the  FTs are  being                                                               
negotiated,   a    company   would   be    anticipating   finance                                                               
requirements. "But  there is always  risk". He could  not comment                                                               
further  as  he  was  uncertain  of  this  project's  development                                                               
timetable.  Nonetheless he  espoused  that  integrating the  FERC                                                               
timetable with the financing timetable "is a complex matter".                                                                   
                                                                                                                                
9:40:55 AM                                                                                                                    
                                                                                                                                
Mr.  Rich acknowledged,  however,  that  finance commitments  are                                                               
"conditional ultimately  on the issuance of  the certificate" and                                                               
other assumptions.  "But at the end  of the day, the  FTs have to                                                               
be acceptable to the lenders one way or another."                                                                               
                                                                                                                                
9:41:23 AM                                                                                                                    
                                                                                                                                
     Page 56                                                                                                                    
                                                                                                                                
     Structural issues for cross-border pipelines                                                                               
                                                                                                                                
     Æ’Separate entities in each country most common                                                                            
     Æ’Can be separately tranched loans to each entity, but                                                                     
        o Cross-completion risk                                                                                                 
        o Sometimes structured to create unified credit                                                                         
     Æ’Two  loans can equal  more complexity and cost  and longer                                                               
        time to develop                                                                                                         
                                                                                                                                
Mr. Rich  stated that the  issue with cross-border  pipelines "is                                                               
that even if the pipelines  were separately constituted in Alaska                                                               
and  Canada  or had  separate  ownership  groups" they  would  be                                                               
considered  a   single  "integrated"   pipeline  from   a  credit                                                               
perspective.                                                                                                                    
                                                                                                                                
Mr.  Rich  voiced  that cross-border  transactions  are  complex,                                                               
costly, and require additional time to process and develop.                                                                     
                                                                                                                                
9:42:13 AM                                                                                                                    
                                                                                                                                
     Page 57 and 58                                                                                                             
                                                                                                                                
     10 Largest Oil and Gas Pipeline Project Financings                                                                         
     (greenfield  and  expansion   only  -  excludes  acquisition                                                               
     financing and refinancings)*                                                                                               
                                                                                                                                
     [Listing  of  five  projects by  name  and  location,  total                                                               
     capital cost (senior debt  portion), sponsors, and financial                                                               
     advisors to the consortium.                                                                                                
                                                                                                                                
     For example,  the Alliance Pipeline Project  (Gas) in Canada                                                               
     and   the    United   States   cost    $3,730,000,000   with                                                               
     $2,590,000,000  of  that being  debt.  It  was sponsored  by                                                               
     Coastal, IPL,  Williams, Fort Chicago Energy,  and Westcoast                                                               
     Energy.  Goldman  Sachs,  Scotia,   Paribas  served  as  the                                                               
     projects financial advisors.]                                                                                              
                                                                                                                                
     *Also   excludes  primarily   upstream   projects  with   an                                                               
     integrated pipeline component. Based on Dealogic database                                                                  
                                                                                                                                
Mr. Rich  informed the Committee  that the largest  United States                                                               
pipeline  project cost  slightly less  than one  billion dollars.                                                               
The smallest  of the  top 20  largest pipeline  project financing                                                               
projects was in the vicinity of $10 to $20 billion.                                                                             
                                                                                                                                
Mr.  Rich  stressed  that  one of  the  toughest  judgment  calls                                                               
associated  with this  project  is whether  the largest  domestic                                                               
FERC-regulated  project  to  date  could be  scaled  up  to  this                                                               
project's size  "and expect it  to achieve the same  result". The                                                               
effort  must  be  to  determine  what  components  of  the  large                                                               
projects would  apply or  not apply to  AGIA. This  would include                                                               
consideration of upstream  conditions, multiple producers, access                                                               
to a  variety of fields,  the nature of the  off-stream off-take.                                                               
Particular attention and worry would  revolve around the scale of                                                               
the project.                                                                                                                    
                                                                                                                                
Mr. Rich concluded his remarks.                                                                                                 
                                                                                                                                
9:43:46 AM                                                                                                                    
                                                                                                                                
Co-Chair  Stedman   asked  for  further  information   about  how                                                               
"lenders deal with  the debt to equity  split", including whether                                                               
a  specific  split ratio  was  favored.  He also  questioned  the                                                               
leverage a lender  might have in "requiring a change  in the debt                                                               
to equity".                                                                                                                     
                                                                                                                                
9:44:17 AM                                                                                                                    
                                                                                                                                
Mr. Rich  stressed that from  a financing perspective,  both "the                                                               
percentage and  the actual quantum  of the equity in  the project                                                               
is one of  the key foundations of the credit".  What lenders like                                                               
"to see  is that somebody  else has a lot  of skin in  the game."                                                               
This is  because the equity  placed in  a project is  the element                                                               
that  would  suffer  the  losses first.  Thus,  "lenders  take  a                                                               
tremendous amount of comfort from  the size and percentage of the                                                               
equity interest".                                                                                                               
                                                                                                                                
Mr.  Rich  declared that  "lenders  do  not  desire to  be  over-                                                               
exposed"  and,  therefore, as  funding  is  spent, "the  matching                                                               
equity"  contribution component"  is  constantly re-certified  in                                                               
order for the project to receive additional money.                                                                              
                                                                                                                                
9:46:00 AM                                                                                                                    
                                                                                                                                
Mr.  Rich advised  that additional  "financial drivers"  included                                                               
"the  concept of  a  project's debt  capacity".  He detailed  the                                                               
added  complexities of  the debt  capacity when  FERC regulations                                                               
are involved, including the role shippers play in the equation.                                                                 
                                                                                                                                
Mr. Rich  also noted  "that de-leveraging  gives lenders  a great                                                               
deal of comfort". In contrast,  a developer's financial objective                                                               
is  for "maximum  leveraging". In  today's financial  arena, "the                                                               
whole world of private equity  is one where returns are increased                                                               
through the maximum use of  leveraging. When debt is inexpensive,                                                               
as it is today, you get those higher returns".                                                                                  
                                                                                                                                
Mr. Rich noted,  however, that from a  lender's perspective, this                                                               
serves to  increase risk. Lenders  would prefer  "lower leverage,                                                               
higher  amounts of  equity". This  interplays with  other issues.                                                               
"None of  them independently  make it  bankable or  not bankable,                                                               
but it's  the cumulative affect  of all  of these that  raise the                                                               
cost,  and  make it  ultimately  less  or  more likely  that  the                                                               
financing will get done".                                                                                                       
                                                                                                                                
9:49:50 AM                                                                                                                    
                                                                                                                                
Mr.  Rich  communicated therefore  that  "one  of the  strategies                                                               
used, if the  developer has the financial capacity to  do it", is                                                               
to de-leverage  the project. If  the terms  of the FTs  cannot be                                                               
improved in a  way acceptable to the lender, then  a lender could                                                               
be  enticed  to  participate  by  de-leveraging  the  project  or                                                               
changing  another  "risk  factor  that the  lenders  are  unhappy                                                               
about". De-leveraging is a commonly used strategy.                                                                              
                                                                                                                                
9:50:05 AM                                                                                                                    
                                                                                                                                
Senator Elton struggled  with his desire to  seek specifics while                                                               
understanding  that  Mr. Rich,  whose  role  was  not that  of  a                                                               
consultant,  desired   to  speak  in  terms   of  "generalities".                                                               
Nonetheless,  he directed  attention to  an AGIA  provision which                                                               
specifies a "must  have" debt-equity ratio of a minimum  70 to 30                                                               
(70:30)  percent. He  understood  that an  80:20  ratio would  be                                                               
acceptable, but  a 65:35  would not,  as that  would result  in a                                                               
lower tariff.  He concluded therefore  that "if a hard  line" was                                                               
set, it could limit the pool of lenders.                                                                                        
                                                                                                                                
9:51:12 AM                                                                                                                    
                                                                                                                                
Mr. Rich stated that while he  could not address the specifics of                                                               
that  provision in  AGIA, he  would stress  "that flexibility  is                                                               
key".  He reiterated  a statement  he  had made  during his  full                                                               
presentation as  to "how important" it  was "that the DOE  not be                                                               
prescriptive  in   the  loan   guarantee  provisions".   This  is                                                               
extremely important in  "a project of this  size and complexity".                                                               
"…  At the  end of  the day,  de-leveraging the  project somewhat                                                               
could be what was required to get it to go ahead".                                                                              
                                                                                                                                
9:52:24 AM                                                                                                                    
                                                                                                                                
Mr. Rich communicated  that at the onset of a  project this size,                                                               
it would  be impossible to  have "utter confidence going  into it                                                               
…of  what would  be  required". "It's  only  once the  commercial                                                               
arrangements  have been  set and  contracts have  been negotiated                                                               
and the project  has been designed, you know,  the cost estimates                                                               
been  refined, that  you  can  really get  a  sense  of what  the                                                               
finance plan is going to look  like. And what degree of equity is                                                               
required and  what leverage is  permitted is one of  those things                                                               
you discover through that process".                                                                                             
                                                                                                                                
9:53:01 AM                                                                                                                    
                                                                                                                                
Senator  Huggins spoke  to an  [unspecified] Library  of Congress                                                               
document  that  addressed the  two  year  time period  after  the                                                               
issuance  of  the  FERC  certificate. The  concern  was  to  what                                                               
considerations might be  made by the DOE Secretary  in regards to                                                               
a project when the time  required to meet the conditions mandated                                                               
by DOE exceeded the allotted time period.                                                                                       
                                                                                                                                
9:54:28 AM                                                                                                                    
                                                                                                                                
Mr. Rich admitted being worried  about the two-year provision. He                                                               
could foresee  a multitude "of  circumstances where,  despite the                                                               
best  efforts in  the world,  we would  not be  in a  position to                                                               
close the financing and have  the loan guarantee agreement issued                                                               
within  that  two year  window".  The  historical experience  for                                                               
financing mega  projects has been approximately  five years. Time                                                               
must  be  permitted  to  address such  things  as  litigation  or                                                               
permitting issues.                                                                                                              
                                                                                                                                
Mr. Rich  was unsure  how the DOE  Secretary would  address this.                                                               
Usually  this  person  forms  a team  of  lawyers  and  advisors,                                                               
develops  financial models,  conducts studies,  and analyses  the                                                               
credits and the contract, and develops documentation.                                                                           
                                                                                                                                
9:57:00 AM                                                                                                                    
                                                                                                                                
Mr.  Rich  advised  of  another   worry.  That  being  that  "the                                                               
promoters  of the  project will  not only  want a  financing, but                                                               
they'll want  to optimize the  financing because the cost  of the                                                               
financing is the  major determinate of the  economic viability of                                                               
the whole  project". Another consideration is  whether the health                                                               
of the overall financial marketplace is favorable.                                                                              
                                                                                                                                
9:57:42 AM                                                                                                                    
                                                                                                                                
Senator  Huggins declared  that the  operational concept  of this                                                               
project might  be one  that "could  see the  lapsing of  the loan                                                               
guarantee and we're  continuing to move toward  something that is                                                               
scary."                                                                                                                         
                                                                                                                                
9:58:12 AM                                                                                                                    
                                                                                                                                
Co-Chair  Stedman  asked  for   further  information  about  "the                                                               
potential  of  the  non-recoursability of  the  loan  guarantee";                                                               
specifically whether  "that loan guarantee could  be issued using                                                               
government bonds". This would allow  the bond market "to generate                                                               
the  capital  to build  the  line  and  then" having  the  entity                                                               
desiring  to build  the line  "have a  non-recoursability against                                                               
the note so we can't in  any way have the corporate balance sheet                                                               
exposed  to  back  the  loan  guarantee".  In  other  words,  the                                                               
question is  whether a firm  could "use  the loan guarantee  on a                                                               
non-recourse  basis  so  they  don't  have  their  balance  sheet                                                               
exposed".                                                                                                                       
                                                                                                                                
Mr. Rich  replied "yes, post  completion ….The loan  guarantee is                                                               
available for a limited recourse  project financing structure, so                                                               
that  after  the completion  tests  have  been met,  the  federal                                                               
government in  its role as  lender … and  its quite right  as you                                                               
say,  there's bond  holders  out there…they  don't  care, if  the                                                               
guarantee covers  100 percent  of their bonds,  they hold  a U.S.                                                               
government piece of paper. So,  they're indifferent as to whether                                                               
the project  is able  to pay  its debt,  because, if  there's any                                                               
problem,  the government  pays them.  And then  the question  is,                                                               
'what is  the nature  of the  government's recourse?'  And, post-                                                               
completion, the  government's recourse is limited  recourse, i.e.                                                               
it is  to the  project pipeline  company and  not to  the balance                                                               
sheet of  its shareholders.  So, the  government is  no different                                                               
than if the guarantee was not into place. It's the same thing.                                                                  
Pre-completion, it's  looking to  recourse to the  parent company                                                               
balance sheets, if there's a  guarantee, or to the parent company                                                               
balance sheets  for over-run  funding if  it's an  overrun equity                                                               
commitment.  Post-completion, they're  taking the  risk that  the                                                               
pipeline company will have the revenue sufficient to pay."                                                                      
                                                                                                                                
Mr.  Rich concluded  by stating  "pre-completion, full  recourse;                                                               
post-completion, limited recourse".                                                                                             
                                                                                                                                
10:00:52 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman  surmised therefore  that in  the pre-completion                                                               
phase, "it would be reasonable to  expect the lender then to want                                                               
a balance  sheet or a consortium  of 'em strong enough  to handle                                                               
the impact" of a project if things go amiss.                                                                                    
                                                                                                                                
Mr.  Rich agreed.  "It's easiest  to  analyze if  it's a  classic                                                               
completion guarantee",  as referenced  in federal  stature, where                                                               
it  specifies  "equity  contribution commitments  and  completion                                                               
guarantees.  And  if it  is  a  completion guarantee,  the  party                                                               
giving the  guarantee has  to be  creditworthy." He  noted having                                                               
read a  recent [unspecified]  Notice of  Intent document  in this                                                               
regard written by the DOE  Secretary, "which is quite typical" to                                                               
what "you see  from the other federal  guarantee programs: 'There                                                               
has to be a reasonable reassurance  of repayment of the debt. The                                                               
terms  and   conditions  provide  adequate  terms   and  security                                                               
appropriate  to protect  the financial  interests  of the  United                                                               
States'."                                                                                                                       
                                                                                                                                
Mr. Rich stated  that the Secretary would "look at  this just the                                                               
way  a bank  would". He  shared  two points:  first, "the  credit                                                               
behind the completion  guarantee does have to  be adequate. There                                                               
is  a binary  element  to  this. It's  highly  improbable that  a                                                               
project  of this  size  could be  done  without investment  grade                                                               
credit  behind that  completion support.  There's also  a pricing                                                               
element"  in  that  the   interest  levied  pre-completion  would                                                               
reflect that credit.                                                                                                            
                                                                                                                                
Mr.  Rich exampled  therefore that  the interest  costs would  be                                                               
lower  for  a  company  with  a  AAA  credit  rating  giving  the                                                               
guarantee. The costs would be higher  for a company with a BBB or                                                               
a  BBB- credit  rating, which  both qualify  as investment  grade                                                               
ratings.                                                                                                                        
                                                                                                                                
Mr. Rich  stated that  there is  an "availability,  a do-ability,                                                               
and a pricing aspect to that, absolutely".                                                                                      
                                                                                                                                
10:02:50 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman "assumed that the  number of corporate entities"                                                               
with  either a  AA or  AAA credit  rating that  are able  to back                                                               
billion dollar projects  would decline sharply "as the  size of a                                                               
project goes up in ten billion increments".                                                                                     
                                                                                                                                
Mr.  Rich emphasized  that  the  size of  a  project  is a  major                                                               
consideration.  "You  can't assume  that  the  precedence can  be                                                               
scaled up".                                                                                                                     
                                                                                                                                
Mr. Rich expressed that lenders might  not view a company with an                                                               
"A"  credit rating  and four  billion dollars  of capital  on its                                                               
balance sheet  simply in  terms of  its "A"  rating, particularly                                                               
when "the  amount of  the guarantee  is huge  in relation  to the                                                               
debt".                                                                                                                          
                                                                                                                                
Mr. Rich  expanded his example.  Were this  company participating                                                               
with two  other entities on  an $18  billion project with  an $18                                                               
billion federal  guarantee, the company,  with only  four billion                                                               
dollars  in  capital,  "would  be adding  a  six  billion  dollar                                                               
contingent  obligation. That's  not a  single A  credit". Lenders                                                               
tend to view  company's credits on a proforma basis  in that they                                                               
would,  in addition  to considering  a company's  position today,                                                               
consider how  it might look after  it is "loaded with  this large                                                               
contingent obligation on its balance sheet".                                                                                    
                                                                                                                                
Mr. Rich noted  that if this was a completion  guarantee, "it's a                                                               
straight  debt  guarantee".  In   other  words,  the  moment  the                                                               
completion test is  not met or any amount  is due pre-completion,                                                               
the company  "would be obligated  to pay it  as if it  were their                                                               
own debt".                                                                                                                      
                                                                                                                                
Mr.   Rich  communicated   that  a   small  company   wishing  to                                                               
participate  in  a large  project  might  be required  "to  issue                                                               
additional  capital …  and  grow in  size in  order  to have  the                                                               
financial capacity to cover the completion risk".                                                                               
                                                                                                                                
Mr.  Rich  stated  that  "if  it's  a  good  project",  the  post                                                               
completion  guarantee approach  is  fine if  a  company had  good                                                               
viable credit. The problem is  dealing with the completion. "It's                                                               
classic  in  the resource  sector",  that,  while developers  and                                                               
small mining  companies might have  all the required rights  to a                                                               
"sound, good,  profitable" resource  discovery, "they  don't have                                                               
the financial capacity to meet  the completion support" criteria.                                                               
This  typically requires  those small  companies to  join with  a                                                               
larger  company to  gain  that completion  support,  or sell,  or                                                               
merge".                                                                                                                         
                                                                                                                                
Mr.  Rich characterized  the project  financing  scenario as  the                                                               
"gating issue:  you don't get  past the starting line  unless you                                                               
can handle, somehow, the completion risk".                                                                                      
                                                                                                                                
10:06:44 AM                                                                                                                   
                                                                                                                                
Senator Dyson, referencing the  cross border information depicted                                                               
on  page 56,  asked  how  the loan  guarantees  would  work if  a                                                               
Canadian  firm  was  involved  in the  Canadian  portion  of  the                                                               
project. He also asked that the term "tranched" be defined.                                                                     
                                                                                                                                
10:07:19 AM                                                                                                                   
                                                                                                                                
Mr. Rich  explained that  "'tranched' means a  slice or  piece of                                                               
the loan". A loan could be divided up into different segments.                                                                  
                                                                                                                                
Mr.  Rich stated  that having  different  ownership interests  on                                                               
each side  of the border in  a cross-border pipeline is  a common                                                               
occurrence.  This is  acceptable "from  a financing  perspective,                                                               
provided  that ….  the credit  behind the  completion support  is                                                               
strong  enough on  both sides  of  the border…"  Lenders must  be                                                               
assured  that some  entity would  ultimately take  the completion                                                               
risk. Sometimes one entity would  assume the completion risks for                                                               
the entire project regardless of which side faltered.                                                                           
                                                                                                                                
Mr.  Rich expressed  that  separate loans  or  tranches might  be                                                               
assigned to the  cross-border entities in order  to recognize the                                                               
different  companies'  credit   ratings  or  other  circumstances                                                               
including  whether the  loan involved  Canadian or  United States                                                               
funds.                                                                                                                          
                                                                                                                                
10:09:46 AM                                                                                                                   
                                                                                                                                
Senator Dyson  clarified his question.  He was interested  in how                                                               
the  federal  loan  guarantee  would  apply  to  a  cross  border                                                               
project.                                                                                                                        
                                                                                                                                
Mr. Rich conveyed  that the federal loan  guarantee statute would                                                               
allow this.  "The Secretary may  also enter into  agreements with                                                               
one  or  more owners  of  the  Canadian  portion of  a  qualified                                                               
infrastructure  project to  issue  federal guarantee  instruments                                                               
with respect to loans and  other debt obligations for a qualified                                                               
infrastructure project"  utilized to "transport natural  gas from                                                               
the Alaska North Slope to the continental United States".                                                                       
                                                                                                                                
10:10:49 AM                                                                                                                   
                                                                                                                                
Senator  Thomas deduced  that the  Trans  Alaska Pipeline  System                                                               
(TAPS)  had not  been included  in the  listing of  the ten  most                                                               
expensive  pipeline  projects  because   it  had  been  privately                                                               
financed.                                                                                                                       
                                                                                                                                
Mr. Rich affirmed.                                                                                                              
                                                                                                                                
Senator Thomas asked whether any  other privately funded projects                                                               
the size of TAPS have been undertaken.                                                                                          
                                                                                                                                
Mr.  Rich assured  Senator Thomas  that many  such projects  have                                                               
been   undertaken   by   "large  integrated   international   oil                                                               
companies". They  are financed in  a multitude of  ways including                                                               
borrowed funds or internal financing.                                                                                           
                                                                                                                                
Senator Thomas  asked whether  having existing  infrastructure in                                                               
an area such  as in Prudhoe Bay, even though  it was oil related,                                                               
was beneficial.                                                                                                                 
                                                                                                                                
Mr. Rich  stated that  "anything that  reduces cost  is helpful".                                                               
Not being  required to build  "expensive new  infrastructure will                                                               
either be  beneficial to the  midstream or the  upstream netback,                                                               
which the  midstream lenders care about".  Any activity occurring                                                               
in  the  "upstream  that provides  lenders  confidence  that  the                                                               
reserves and  the dynamics  of the  reserves are  well understood                                                               
and that the risk of  bringing the gas into successful production                                                               
is low is helpful, no question".                                                                                                
                                                                                                                                
Senator  Thomas asked  whether lenders  would view  a project  in                                                               
Canada or the  United States more favorably than a  project in an                                                               
area with a less stable political environment.                                                                                  
                                                                                                                                
10:13:16 AM                                                                                                                   
                                                                                                                                
Mr. Rich responded in the  affirmative. He stressed however, that                                                               
the fiscal  aspects of  a project  "are universal:  anything that                                                               
hits that netback  is something in which  lenders are interested"                                                               
regardless  of its  location. Aside  from the  fiscal risks  of a                                                               
project, political risks are a  consideration. This project would                                                               
generate a lot of interest due to its North American location.                                                                  
                                                                                                                                
Co-Chair Stedman thanked Mr. Rich for his remarks.                                                                              
                                                                                                                                
AT EASE 10:13:59 AM / 10:22:06 AM                                                                                           
                                                                                                                                
Co-Chair  Stedman stated  that  the Committee  would  now hear  a                                                               
presentation  from  the  Department   of  Natural  Resources.  Of                                                               
particular  interest  was  how  oil and  gas  activities  in  the                                                               
federal  offshore  regions  might  impact  the  capacity  of  the                                                               
proposed gasline,  as the revenue  the State receives  from those                                                               
areas  is significantly  lower than  the  revenue generated  from                                                               
resources on State land and offshore areas.                                                                                     
                                                                                                                                
10:23:21 AM                                                                                                                   
                                                                                                                                
                Alaska Department of Natural Resources                                                                          
                             Briefing for                                                                                       
                            Senate Finance                                                                                      
               Current Gas Reserves & Resource Estimates                                                                        
                            ANS & Offshore                                                                                      
                            Robert Swenson                                                                                      
                   State Geologist & Acting Director                                                                            
             Division of Geological & Geophysical Surveys                                                                       
                    http://www.dggs.dnr.state.ak.us                                                                             
                         http://akgeology.info                                                                                  
                            April 26, 2007                                                                                      
                                                                                                                                
ROBERT SWENSON,  State Geologist  & Acting Director,  Division of                                                               
Geological   &  Geophysical   Surveys,   Department  of   Natural                                                               
Resources stated that his Division  and the Department's Division                                                               
of  Oil and  Gas have  collaboratively worked  on developing  the                                                               
information included in this briefing [copy on file].                                                                           
                                                                                                                                
Mr. Swenson,  whose professional background included  15 years as                                                               
a  field and  exploration geologist  in the  State, informed  the                                                               
Committee  that a  significant  amount of  work  was required  to                                                               
develop the reserve estimates included in this presentation.                                                                    
                                                                                                                                
10:24:44 AM                                                                                                                   
                                                                                                                                
     Page 2                                                                                                                     
                                                                                                                                
     Overview                                                                                                                   
                                                                                                                                
     · The State of Alaska does not perform quantitative,                                                                       
        probabilistic resource assessments, but works closely                                                                   
        with the agencies that do                                                                                               
     · All numbers presented here are from US Geological Survey                                                                 
        & MMS                                                                                                                   
    · resource assessments published between 1999 and 2005.                                                                     
     ·  All estimates provided are based on  rigorous analysis of                                                               
        all available data, geology, existing accumulations, and                                                                
        basin analogies                                                                                                         
     ·  All non-reserve  estimates are  presented as  technically                                                               
        recoverable resources (as contrasted with economically                                                                  
        recoverable or gross resources or gross in-place                                                                        
        estimates).                                                                                                             
     ·  Resource  estimates   used  represent   the  mean   of  a                                                               
        probabilistic Resource estimates used represent the mean                                                                
        of a probabilistic                                                                                                      
     · distribution with associated P5 & P95                                                                                    
                                                                                                                                
Mr. Swenson  read the information  and noted that  the Department                                                               
works  closely  with the  US  Geological  Survey (USGS)  and  the                                                               
Department  of the  Interior Minerals  Management Service  (MMS).                                                               
Further  information  on  the  "P5   &  P95"  elements  would  be                                                               
forthcoming.                                                                                                                    
                                                                                                                                
10:25:51 AM                                                                                                                   
                                                                                                                                
     Page 3                                                                                                                     
                                                                                                                                
     Oil & Gas Resources Team                                                                                                   
                                                                                                                                
     [Graphic of a Viking  sailing ship with "Resource Assessors"                                                               
     steering  the ship  and "Highly  Trained Fearless  Explorers                                                               
     and…." manning it.]                                                                                                        
                                                                                                                                
Mr.  Swenson  likened  the  agencies  composing  the  Oil  &  Gas                                                               
Resources  Team to  "highly trained  fearless explorers  that are                                                               
out there looking for the next big find".                                                                                       
                                                                                                                                
10:26:06 AM                                                                                                                   
                                                                                                                                
     Page 4                                                                                                                     
                                                                                                                                
     Overview of Regional Geology                                                                                               
                                                                                                                                
     [Geological diagram of the Brooks  Range, the Foothills, the                                                               
     Coastal Plain, and  the Beaufort Sea regions  of the Central                                                               
     North Slope.]                                                                                                              
                                                                                                                                
Mr. Swenson stated that the  unique regional geology of the North                                                               
Slope  is  a crucial  element  in  the assessment  numbers.  This                                                               
region  is considered  the  definitive  "world class  hydrocarbon                                                               
province". Three primary areas of  importance in this analysis of                                                               
the North Slope are the Barrow  Arch, the Colville Basin, and the                                                               
Brooks  Range.  The Colville  Basin  is  a collection  point  for                                                               
sediment eroded off the Brooks Range.                                                                                           
                                                                                                                                
10:27:30 AM                                                                                                                   
                                                                                                                                
     Page 5                                                                                                                     
                                                                                                                                
     North Alaska Stratigraphy & Petroleum Plays                                                                                
     -  As used in USGS NPRA Assessment                                                                                         
     - Play definitions will vary slightly among assessment                                                                     
     provinces                                                                                                                  
                                                                                                                                
     [Cross-sectional  diagram  depicting the  strata  formations                                                               
     and  Petroleum   Plays  during  the   Cenozoic,  Cretaceous,                                                               
     Jurassic,  Triassic, Permian,  Pennsylvanian, Mississippian,                                                               
     and  Devonian   and  Older  ages   based  on  a   2002  USGS                                                               
     assessment.]                                                                                                               
                                                                                                                                
Mr.  Swenson  explained  that one  component  of  the  assessment                                                               
includes comparing the various geological  events in Alaska, such                                                               
as continental "rift" areas, to  other regions in the world. Rift                                                               
analogies have  been drawn to places  such as the North  Sea, the                                                               
Suez  Rift   area,  and  other   rift  basins   with  significant                                                               
hydrocarbon bases.                                                                                                              
                                                                                                                                
Mr. Swenson  disclosed that  the "thrust  belt" in  the foothills                                                               
regions of the  Brooks Range is another  geologic occurrence with                                                               
analogies  around  the  globe,   including  "the  Canadian  Rocky                                                               
Mountain  front, where  there has  been a  significant amount  of                                                               
exploration" and a significant amount of gas found.                                                                             
                                                                                                                                
Mr. Swenson  stated that the North  Slope "is unique" in  that it                                                               
contains these "two major types of oil provinces".                                                                              
                                                                                                                                
10:28:38 AM                                                                                                                   
                                                                                                                                
     Page 6                                                                                                                     
                                                                                                                                
     [Diagram depicting the variety of information gathered to                                                                  
    develop the "probalistic resource potential of an area."                                                                    
                                                                                                                                
Mr. Swenson  stated that  this information  is reflective  of the                                                               
intensity of the  work conducted to complete  a resource analysis                                                               
for,  in this  case,  the National  Petroleum  Reserves -  Alaska                                                               
(NPR-A).  The stratigraphic  diagram  on the  right depicts  rock                                                               
formations deposited over time. To  the right of that is depicted                                                               
the  "petroleum plays",  which are  based on  seismic data,  well                                                               
logs, and the experience of  discoveries across the basin. All of                                                               
these  factors are  considered when  developing the  "probalistic                                                               
resource potential for an area".                                                                                                
                                                                                                                                
10:29:16 AM                                                                                                                   
                                                                                                                                
     Page 7                                                                                                                     
                                                                                                                                
     NPRA Assessment Area                                                                                                       
                                                                                                                                
     [USGS Seismic Grid of the National Petroleum Reserve -                                                                     
     Alaska, depicting exploration wells and known accumulations                                                                
     of oil, gas, and Announced Oil discoveries.]                                                                               
                                                                                                                                
Mr. Swenson  noted that this diagram  depicts known accumulations                                                               
of oil, gas, and announced  oil discoveries based on seismic data                                                               
in  NPR-A. The  geological  activities depicted  on  page 6  were                                                               
conducted in order to project the area's "play types".                                                                          
                                                                                                                                
Mr. Swenson pointed out that  the density of exploration wells in                                                               
NPR-A  is depicted  by white  dots on  the diagram.  It would  be                                                               
"fair to  say that this  is a very under-explored  region". "This                                                               
area would  be completely covered up  with white dots" were  it a                                                               
mature  area  that  had  experienced   a  significant  amount  of                                                               
exploration. Information from  exploration wells with discoveries                                                               
is utilized in the resource assessment.                                                                                         
                                                                                                                                
10:30:35 AM                                                                                                                   
                                                                                                                                
     Page 8                                                                                                                     
                                                                                                                                
     North Slope Oil & Gas Activities & Discoveries March 2005                                                                  
                                                                                                                                
     {Map depicting  oil and gas activities  and discoveries. Oil                                                               
     accumulations,  gas accumulations,  recent discoveries,  and                                                               
     exploration  wells  drilled  in  2003, 2004,  and  2005  are                                                               
     identified.]                                                                                                               
                                                                                                                                
Mr. Swenson  stated that discoveries, specifically  in the Barrow                                                               
Arch region, are  depicted on this page. A  number of discoveries                                                               
have  been made  in both  the  foothills region  and the  State's                                                               
offshore regions even though those areas have experienced a                                                                     
limited amount of exploration.                                                                                                  
                                                                                                                                
10:31:10 AM                                                                                                                   
                                                                                                                                
     Page 9                                                                                                                     
                                                                                                                                
     Proven Gas Reserves                                                                                                        
     Does not include Probable                                                                                                  
     (reserves growth through continued development)                                                                            
                                                                                                                                
     North Slope                                                                                                              
     Badami Unit                   O BCF                                                                                        
     Barrow                       34 BCF                                                                                        
     Colville River Unit         400 BCF                                                                                        
     Duck Island Unit            843 BCF                                                                                        
     Kuparuk River Unit        1,150 BCF                                                                                        
     Milne Point Unit             14 BCF                                                                                        
     North Star                  450 BCF                                                                                        
     Prudhoe Bay Unit         24,526 BCF                                                                                        
     Other Undeveloped         8,000 BCF                                                                                        
     TOTAL NORTH SLOPE        35,417 BCF                                                                                      
     Cook Inlet                1,650 BCF                                                                                      
     TOTAL STATE              37,067 BCF                                                                                        
                                                                                                                                
     Source: 2006 Annual Report, Alaska DNR-Div. of Oil and Gas                                                                 
                                                                                                                                
Mr.  Swenson   explained  that   the  collection   of  geological                                                               
information  assisted  the  Department  in its  analysis  of  the                                                               
State's proven gas reserves, including  reserves that are already                                                               
discovered and delineated, proven and probable.                                                                                 
                                                                                                                                
Mr. Swenson communicated that approximately 35 trillion cubic                                                                   
feet (TCF) of proven gas reserves are available on the North                                                                    
Slope. Geologists refer to these reserves as "behind pipe".                                                                     
                                                                                                                                
10:32:02 AM                                                                                                                   
                                                                                                                                
     Page 10                                                                                                                    
                                                                                                                                
     [Map  of the  State depicting  Statewide Alaska  Natural Gas                                                               
     Resource  basins based  on USGS  estimates of  State onshore                                                               
     and  offshore   natural  gas  resources,  as   well  as  MMS                                                               
     estimates of  federal Outer Continental Shelf  (OCS) natural                                                               
     gas resources]                                                                                                             
                                                                                                                                
Mr. Swenson  stated that the  important point regarding  the USGS                                                               
resource assessment  of gas in  the State, conducted in  the year                                                               
2001,  is that  "these are  technically recoverable  reserves and                                                               
undiscovered volumes". A  range and mean of the  reserves at each                                                               
location is provided. These ranges  are "estimates are volumes of                                                               
gas at 95%  and 5% probabilities". A 95  percent probability case                                                               
would indicate there being "95  percent confidence that what will                                                               
be found  in the future  in these resource assessments,  it falls                                                               
within that range". A five  percent range indicates there being a                                                               
95 percent  probability it  would not. The  mean is  "the maximum                                                               
occurrence   within  that   distribution".  The   mean  must   be                                                               
determined "in order to be statistically correct".                                                                              
                                                                                                                                
10:33:36 AM                                                                                                                   
                                                                                                                                
In  response  to  a  question from  Senator  Elton,  Mr.  Swenson                                                               
provided further  information about  the probability  ranges. The                                                               
"0.0%" lower range  assigned to many locations  in Western Alaska                                                               
does  not mean  there  are  zero reserves  there.  It is  instead                                                               
indicative of the  fact "there is so little data  available to do                                                               
the analysis" in those areas.  A "0.0% range would indicate that,                                                               
at that  particular level of  exploration, there is a  95 percent                                                               
chance "that you will have found at least zero".                                                                                
                                                                                                                                
Mr.  Swenson noted  that the  distribution range  in areas  where                                                               
there  is "a  significant amount  of  data" would  be "much  much                                                               
narrower". He compared  ranges in highly explored  areas of NPR-A                                                               
to the  ranges in  western Alaska. "A  broad distribution  with a                                                               
very  very low  end number  on the  95 percent  case, and  a much                                                               
higher end on the higher  case" typically indicates there is very                                                               
little data available.                                                                                                          
                                                                                                                                
10:35:56 AM                                                                                                                   
                                                                                                                                
     Page 11                                                                                                                    
                                                                                                                                
     Technically Recoverable ANS Reserve Estimates                                                                              
     Does not include economic thresholds                                                                                       
                                                                                                                                
     North Alaska Assessments of Undiscovered, Technically                                                                      
     Recoverable Gas                                                                                                            
                                                                                                                                
     USGS Assessment Segment Year       F95       Mean      F05                                                       
     State Lands oil-                                                                                                           
       associated gas, BCF    2005       2,681     4,198   6,092                                                                
     State Lands non-                                                                                                           
       associated gas, BCF    2005      23,939    33,318  44,873                                                                
     NPRA non-                                                                                                                  
       associated gas, BCF    2002      40,372    61,351  85,317                                                                
     ANWR non-                                                                                                                  
       associated gas, BCF    1999        0          949   3,660                                                                
                                                                                                                                
     MMS Assessment Segment                                                                                                   
     Chukchi Shelf gas, BCF   2006      10,320   76,770  209,530                                                                
     Beaufort Shelf gas, BCF 2006          650   27,650   72,180                                                                
     Hope Basin, gas, BCF     2006           0    3,770   14,980                                                              
     Total Arctic OCS         2006      16,410  108,190  183,530                                                                
                                                                                                                                
     Total Onshore & OCS      2006              208,006                                                                         
                                                                                                                                
Mr.  Swenson communicated  that  as more  seismic and  geological                                                               
data becomes available, it is  periodically incorporated into the                                                               
USGS  and MMS  analyses, as  portrayed  on page  11. Rather  than                                                               
dramatically  changing numbers,  it simply  "fine tunes"  some of                                                               
the potential resources in the basins.                                                                                          
                                                                                                                                
10:36:39 AM                                                                                                                   
                                                                                                                                
     Page 12                                                                                                                    
                                                                                                                                
     Arctic Alaska Province Resource Estimates Summary                                                                          
                                                                                                                                
     [Map depicting undiscovered oil and gas assessments for the                                                                
     Chukchi Shelf, Beaufort Shelf, Central North Slope, Hope                                                                   
     Basin, NPRA, and ANWR 1002 Area]                                                                                           
                                                                                                                                
     Source: Houseknecht and Bird, 2006, USGS PP 1732-A, fig. 4                                                                 
                                                                                                                                
Mr. Swenson informed  the Committee that this is  the most recent                                                               
assessment of reserve estimates  in the areas depicted, including                                                               
federal offshore reserves. This  information is depicted in graph                                                               
form on page 13.                                                                                                                
                                                                                                                                
10:37:45 AM                                                                                                                   
                                                                                                                                
Co-Chair  Stedman asked  for further  information about  the term                                                               
"proven reserves".                                                                                                              
                                                                                                                                
10:37:55 AM                                                                                                                   
                                                                                                                                
Mr.  Swenson  explained  that "proven  reserves"  indicates  that                                                               
exploration  has occurred  and a  zone of  hydrocarbons has  been                                                               
found.  The  hydrocarbons in  the  zone  are further  tested  and                                                               
delineated as either "P1" or "P2" proven reserves.                                                                              
                                                                                                                                
Mr. Swenson  noted that another  type of reserve is  a "Probable"                                                               
reserve. This  references an  area within a  unit which  "has not                                                               
specifically been penetrated but" to  which both the seismic data                                                               
and the  surrounding well  data would  suggest that  reserves are                                                               
there.                                                                                                                          
                                                                                                                                
Mr. Swenson  noted that the  entirety of information  depicted on                                                               
pages 12  and 13 are  "potential reserves".  Geologic information                                                               
such  as   seismic  and  well  data,   surface  information,  and                                                               
individual  discoveries in  an area  was applied  to similar  but                                                               
relatively  unexplored  geological  areas  within  that  area  to                                                               
develop a probalistic analysis of probable field sizes there.                                                                   
                                                                                                                                
10:41:20 AM                                                                                                                   
                                                                                                                                
Mr. Swenson  explained that  "technically recoverable"  areas are                                                               
those  to  which   there  is  land  access,   regardless  of  the                                                               
economics. An  economic "filter" would  be applied to a  field to                                                               
determine whether it was an "economically recoverable" field.                                                                   
                                                                                                                                
Mr. Swenson declared it would be  unlikely that a field 300 miles                                                               
from  the nearest  infrastructure with  surface access  obstacles                                                               
would be included in an  economic resource analysis unless either                                                               
the access issue or the economics significantly changed.                                                                        
                                                                                                                                
10:41:49 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman asked that "bookable reserves" be addressed.                                                                   
                                                                                                                                
Mr. Swenson deferred to Kevin Banks.                                                                                            
                                                                                                                                
10:42:15 AM                                                                                                                   
                                                                                                                                
KEVIN  BANKS,   Acting  Director,   Division  of  Oil   and  Gas,                                                               
Department   of  Natural   Resources  explained   that  "bookable                                                               
reserves" are  those in a  field that  has both access  to market                                                               
and favorable  economics. The process undertaken  by the Division                                                               
when conducting reserve estimates for  oil fields in Prudhoe Bay,                                                               
would  consider  the  current development  status  of  the  field                                                               
including known  and predictable  activities that might  occur in                                                               
the area within the next few years.                                                                                             
                                                                                                                                
10:43:41 AM                                                                                                                   
                                                                                                                                
Mr.  Banks stated  that when  considering "bookable  gas reserves                                                               
under AGIA,  the Division considers  the level of  the commitment                                                               
made  by  a  producing  company  and  the  probability  that  the                                                               
pipeline would  be successfully completed.  That would  assist in                                                               
calculating proved gas  reserves. Once there is  a commitment for                                                               
the construction of the gas  pipeline, "the owners at Prudhoe Bay                                                               
would be able to "book" the gas reserves there.                                                                                 
                                                                                                                                
Mr. Banks  noted that the  term "other undeveloped"  gas reserves                                                               
would  apply  to  the  Pt.   Thomson  field.  Gas  there  is  not                                                               
considered "bookable, proved reserves"  even though the field has                                                               
been sufficiently delineated,  there is "a fairly  good notion of                                                               
how big the  bucket is", and "the likely  recovery capability" is                                                               
known. The  economic challenges to  developing Pt. Thomson  are a                                                               
consideration.                                                                                                                  
                                                                                                                                
10:46:00 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman  asked for an  estimate of the  bookable reserve                                                               
numbers for Pt. Thomson and Prudhoe Bay.                                                                                        
                                                                                                                                
Mr. Banks  referred the Committee  to the reserve  information on                                                               
page 9  of the Department's  presentation. Of the total  35.4 TCF                                                               
North Slope proven gas reserves,  Prudhoe Bay holds approximately                                                               
24.5 TCF.  The 8  TCF quantity  depicted for  "other undeveloped"                                                               
reserves on that page primarily refers to the Pt. Thomson field.                                                                
                                                                                                                                
10:46:50 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman  estimated therefore that were  the gas pipeline                                                               
to advance,  the State  could expect  an immediate  production of                                                               
approximately 35.4 TCF  less the 8 TCF in the  Pt. Thomson Field.                                                               
The 8 TCF  in Pt. Thomson would be available  within the next few                                                               
years as development progressed.                                                                                                
                                                                                                                                
10:47:04 AM                                                                                                                   
                                                                                                                                
Mr. Banks affirmed. The timing for  the 8 TCF would depend on how                                                               
the development plans for Pt. Thomson progressed.                                                                               
                                                                                                                                
10:47:17 AM                                                                                                                   
                                                                                                                                
Senator  Thomas  asked  whether  a history  of  the  gas  reserve                                                               
estimates was  available as he  was curious whether  the reserves                                                               
increased  annually or  over  time. The  current  35.4 TCF  North                                                               
Slope estimate appears to be a stagnant number.                                                                                 
                                                                                                                                
10:48:01 AM                                                                                                                   
                                                                                                                                
Mr.  Banks,  agreeing  that  "the   number  has  been  relatively                                                               
static", reminded  the Committee that the  estimate does consider                                                               
the fact that  gas is used as  fuel in Prudhoe Bay.  This has had                                                               
the affect of lowering the estimate slightly over time.                                                                         
                                                                                                                                
10:48:41 AM                                                                                                                   
                                                                                                                                
Mr. Swenson advised  that gas estimates in Prudhoe  Bay are based                                                               
on oil producers' field data.                                                                                                   
                                                                                                                                
10:48:58 AM                                                                                                                   
                                                                                                                                
Mr. Banks  affirmed. Seismic data  provided by oil  producers and                                                               
explorers in  Prudhoe Bay and  other fields does provide  a great                                                               
deal of information to the Department.                                                                                          
                                                                                                                                
10:49:38 AM                                                                                                                   
                                                                                                                                
Senator Huggins  asked for  examples of  the economic  return the                                                               
State might garner from gas  reserves in the Chukchi and Beaufort                                                               
Seas.                                                                                                                           
                                                                                                                                
10:50:06 AM                                                                                                                   
                                                                                                                                
Mr.  Banks advised  of being  unfamiliar  with "the  economically                                                               
recoverable"  reserve   potential  for  either  the   Chukchi  or                                                               
Beaufort Sea areas.                                                                                                             
                                                                                                                                
Mr. Banks  commented, however,  on the fact  that the  State does                                                               
receive  27  percent  of  the   royalty  the  federal  government                                                               
receives  from oil  and  gas development  between  three and  six                                                               
miles  off  the  State's  coastline.  The  State  has  no  taxing                                                               
authority outside of the State's three-mile from shore boundary.                                                                
                                                                                                                                
10:51:05 AM                                                                                                                   
                                                                                                                                
Senator  Huggins asked  for confirmation  that the  federal Outer                                                               
Continental Shelf  (OCS) jurisdiction  applied to reserves  up to                                                               
six miles offshore.                                                                                                             
                                                                                                                                
10:51:35 AM                                                                                                                   
                                                                                                                                
     Page 13                                                                                                                    
                                                                                                                                
     Table   4.   Estimated   mean   volumes   of   undiscovered,                                                               
     technically    recoverable    petroleum   in    conventional                                                               
     accumulations  for  areas  in the  Arctic  Alaska  Petroleum                                                               
     Province.                                                                                                                  
                                                                                                                                
     [Table depicting oil and natural-gas  liquids in billion bbl                                                               
     and  natural gas  in  trillion cubic  feet,  in onshore  and                                                               
     State  offshore  areas;  federal  offshore  areas;  and  the                                                               
     Arctic  Alaska  Petroleum   Province  onshore  and  offshore                                                               
     areas.                                                                                                                     
                                                                                                                                
     Total  undiscovered,  but  technically  recoverable  liquids                                                               
     amount  to   50.75  billion  bbl.  Total   undiscovered  but                                                               
     technically recoverable  gas is 227.34 trillion  cubic feet.                                                               
     There is a  total of 35.42 trillion cubic feet  of known gas                                                               
     fields for a total of 262.74 TCF.]                                                                                         
                                                                                                                                
Mr. Swenson stated  that this information, which is  based on the                                                               
2006 assessment,  should address  Senator Huggins'  question. The                                                               
State's  rights  extend  to three  miles  offshore;  the  federal                                                               
jurisdiction is between three and  six miles offshore. 32 percent                                                               
of the total 227 TCF  of undiscovered but technically recoverable                                                               
gas reserves  in the State is  in NPR-A. The Central  North Slope                                                               
accounts for  16.5 percent, ANWR  accounts for four  percent, the                                                               
Chukchi  Shelf  accounts for  33.5  percent,  the Beaufort  Shelf                                                               
accounts  for  12  percent,  and  the  Hope  Basin  accounts  for                                                               
approximately two percent.                                                                                                      
                                                                                                                                
Mr. Swenson  noted that,  when known gas  reserves are  added in,                                                               
there is a total of 262 TCF of available gas.                                                                                   
                                                                                                                                
10:52:39 AM                                                                                                                   
                                                                                                                                
     Page 14                                                                                                                    
                                                                                                                                
     Undiscovered Mean Field Size Distributions - USGS                                                                          
                                                                                                                                
     [Diagram depicting undiscovered oil and gas accumulations                                                                  
     and an assessment of recoverable quantities on State Lands;                                                                
     in NPRA, and in ANWR 1002.]                                                                                                
                                                                                                                                
Mr. Swenson  informed the  Committee that  one of  the activities                                                               
conducted  in   the  gas  analyses   is  the  development   of  a                                                               
distribution of field sizes. "Any  geologic basin when it's fully                                                               
explored will  have a distribution  of field sizes."  As depicted                                                               
on this  graph, there  would typically be  many small  fields and                                                               
only a few,  if any, large fields. Charting field  sizes helps to                                                               
ensure there being  a "realistic analysis". An  analysis would be                                                               
suspect if, for example, the majority of field sizes were large.                                                                
                                                                                                                                
Mr. Swenson noted  that while 35 percent of  the State's resource                                                               
potential might be located in  offshore areas, those reserves are                                                               
technically  recoverable  not economically  recoverable  numbers.                                                               
They do not reflect the field's accessibility or economics.                                                                     
                                                                                                                                
Mr.  Swenson specified  that the  first area  of any  field being                                                               
explored and  developed would be  that with the  highest economic                                                               
viability. They  would be close  to infrastructure and  have easy                                                               
access and permitting issues.                                                                                                   
                                                                                                                                
Mr. Swenson also noted  that the size of a field  would also be a                                                               
consideration in  the economic viability analysis.  A large field                                                               
would drive exploration.                                                                                                        
                                                                                                                                
10:55:27 AM                                                                                                                   
                                                                                                                                
Mr.  Swenson  exampled  a  large  oil  basin  off  the  coast  of                                                               
Greenland. While  it has been  viewed as "very  very attractive",                                                               
ice  and  other  environmental  issues  would  likely  delay  the                                                               
recovery of that oil for many years.                                                                                            
                                                                                                                                
10:55:58 AM                                                                                                                   
                                                                                                                                
     Page 15                                                                                                                    
                                                                                                                                
     Arctic Alaska Province Leased Acreage                                                                                      
                                                                                                                                
     [Map depicting existing leases and high bid tracts from                                                                    
     April 18, 2007 Beaufort Sea OCS in NPRA, ANWR 1002 area,                                                                   
     and the Beaufort and Chukchi Seas.]                                                                                        
                                                                                                                                
Mr.  Swenson reiterated  that even  though an  amazing amount  of                                                               
data is utilized  in the resource assessment  effort, some people                                                               
still   might  not   consider  the   outcome  of   the  "rigorous                                                               
mathematical analysis"  believable. Thus,  he avowed that  one of                                                               
"the  best indicators"  of  an area's  resource  potential is  to                                                               
study "what  type of  lease activity there  has been"  there. The                                                               
level of  activity in areas  depicted on this map  would indicate                                                               
strong resource  potential. The companies  who lease  tracts "are                                                               
very very good  at what they do  and they have to spend  a lot of                                                               
money well out in front of any possible viable market".                                                                         
                                                                                                                                
10:57:25 AM                                                                                                                   
                                                                                                                                
     Page 16                                                                                                                    
                                                                                                                                
     Unconventional Gas Potential                                                                                               
                                                                                                                                
     Page 17                                                                                                                    
                                                                                                                                
     Known Gas Hydrate Accumulations                                                                                            
                                                                                                                                
     [Modeling of known gas hydrate accumulations and hydrate-                                                                  
     associated free gas accumulations in the "Tarn trend" and                                                                  
     "Eileen trend" regions in the vicinity of the major North                                                                  
     Slope oil fields.]                                                                                                         
                                                                                                                                
Mr.  Swenson stated  that while  the primary  focus on  the North                                                               
Slope  to  date  has  been to  conventional  gas  reserves,  this                                                               
information focuses on  the potential of gas  hydrates, which are                                                               
considered  "unconventional  gas"  reserves.  While  research  is                                                               
being conducted on hydrates, it has  not been "proven that we can                                                               
produce hydrates economically into a well bore yet".                                                                            
                                                                                                                                
Mr. Swenson informed the Committee  that he had recently attended                                                               
an  international   conference  on  gas  hydrate   reserves.  The                                                               
economics  of this  resource is  a  "huge issue"  and efforts  to                                                               
identify the location  and type of hydrates  are being conducted.                                                               
However,   these   reserves   are  not   considered   technically                                                               
recoverable as  the technology needed  to bring them to  the well                                                               
bore has not yet been developed.                                                                                                
                                                                                                                                
Mr.  Swenson noted  that  the  "Tarn trend"  has  60  TCF of  gas                                                               
hydrates and the "Eileen trend" has 44 TCF of gas hydrates.                                                                     
                                                                                                                                
10:59:01 AM                                                                                                                   
                                                                                                                                
     Page 18                                                                                                                    
                                                                                                                                
     Eileen and Tarn Trend Gas Hydrate Accumulations                                                                            
                                                                                                                                
     [A cross-section of the gas hydrate accumulations in these                                                                 
     trends]                                                                                                                    
                                                                                                                                
Mr.   Swenson  reviewed   the  location   of   the  gas   hydrate                                                               
accumulations in  relationship to  such things as  the permafrost                                                               
level.  Hydrates  are essentially  a  "methane  molecule that  is                                                               
encased in  a ice  cage". Further research  must be  conducted to                                                               
determine "how to disassociate that methane from that ice cage".                                                                
                                                                                                                                
10:59:58 AM                                                                                                                   
                                                                                                                                
     Page 19                                                                                                                    
                                                                                                                                
     ANS Potential Hydrates Resource                                                                                            
                                                                                                                                
     All Values Trillions of Cubic Feet (TCF)                                                                                   
     · 32,965 Tcf - Gas Hydrates in Place Resource                                                                              
     · 104 Tcf - Gas Hydrates in Place Prudhoe - Tarn area                                                                      
     · Technically Recoverable Numbers cannot be determined at                                                                  
        this time                                                                                                               
                                                                                                                                
Mr.  Swenson  deemed   the  potential  of  gas   hydrates  to  be                                                               
significant.  For instance,  there  is approximately  104 TCF  of                                                               
natural  gas hydrates  in Prudhoe  Bay  and Tarn  trend area.  He                                                               
reviewed some  of the technological theories  being considered to                                                               
extract this resource.                                                                                                          
                                                                                                                                
11:01:05 AM                                                                                                                   
                                                                                                                                
     Page 20                                                                                                                    
                                                                                                                                
     Energy Sources in Remote Alaska                                                                                            
                                                                                                                                
     [Map depicting the location of villages and population                                                                     
     centers and the locations of coal basins and coal units in                                                                 
     the State.]                                                                                                                
                                                                                                                                
     Page 21                                                                                                                    
                                                                                                                                
     [Map   of    State   depicting    the   locations    of   1)                                                               
     Exploration/Prospective Phase resource basins; 2) Pre-                                                                     
     Development Phase resource basins; 3) Producing Mine; 4)                                                                   
     Major port; 5) Alaska Railroad; 6) Highways; and 7) Coal                                                                   
     fired power plants and coal technology projects.                                                                           
                                                                                                                                
Mr.  Swenson stated  that little  discussion has  focused on  the                                                               
"tremendous amount"  of coal  reserves on  the North  Slope, even                                                               
though it has not been  analyzed well. There are multiple demands                                                               
for this resource in the United States and internationally.                                                                     
                                                                                                                                
Mr. Swenson concluded his presentation.                                                                                         
                                                                                                                                
11:02:21 AM                                                                                                                   
                                                                                                                                
Senator Olson asked how much  of the proven gas reserves depicted                                                               
on page 9  were beyond the six mile offshore  limit and therefore                                                               
exempt from paying royalty to the State.                                                                                        
                                                                                                                                
Mr.  Banks responded  that all  of the  undeveloped gas  reserves                                                               
depicted  on page  9  are located  on State  land  or within  the                                                               
State's three mile offshore area.                                                                                               
                                                                                                                                
11:03:48 AM                                                                                                                   
                                                                                                                                
Senator Thomas  asked that the  royalty revenues to the  State at                                                               
the various offshore distances be revisited.                                                                                    
                                                                                                                                
11:03:59 AM                                                                                                                   
                                                                                                                                
Mr.  Banks  explained  that  zero  to  three  miles  of  offshore                                                               
reserves  fall under  State jurisdiction  and would  therefore be                                                               
subject to the  Petroleum Profits Tax (PPT)  and State royalties.                                                               
While resources in the three to  six mile offshore area are under                                                               
federal  jurisdiction,  the  federal government  would  share  27                                                               
percent of  its royalty revenue  with the State. The  State would                                                               
receive  nothing  from  development occurring  beyond  six  miles                                                               
offshore. 100 percent of those  royalties would go to the federal                                                               
government.                                                                                                                     
                                                                                                                                
11:04:37 AM                                                                                                                   
                                                                                                                                
Senator  Elton  understood  that  the  federal  government  could                                                               
negotiate their royalty share with the leaseholder.                                                                             
                                                                                                                                
Mr.  Banks  acknowledged  that   in  recent  sales,  the  federal                                                               
government  has offered  leases  within  their jurisdiction  with                                                               
"royalty suspension volumes"  in that, depending on  the size and                                                               
location of the  lease, up to 45 million barrels  of oil would be                                                               
exempted  from the  federal royalty  tax. This  federal incentive                                                               
effectively precludes the State from potential royalties.                                                                       
                                                                                                                                
Mr.  Banks  noted however,  that  bidders  on royalty  suspension                                                               
leases do take the suspension into  account in the bid. The State                                                               
might benefit from "the bonus" generated from that situation.                                                                   
                                                                                                                                
11:06:00 AM                                                                                                                   
                                                                                                                                
Mr. Swenson stated that in the  Gulf of Mexico and other areas of                                                               
the country where there is  offshore production, "royalty sharing                                                               
agreements have  been developed with  the federal  government" in                                                               
consideration  of the  offshore developments  impact on  on-shore                                                               
areas.                                                                                                                          
                                                                                                                                
11:06:24 AM                                                                                                                   
                                                                                                                                
Senator Huggins  suggested there  would be  "merit" to  the State                                                               
conducting  an analysis  of  when  and how  much  of  the gas  in                                                               
federal areas might  come on line, and how that  might affect the                                                               
State.                                                                                                                          
                                                                                                                                
Co-Chair Stedman  agreed that such  analysis had  merit. Measures                                                               
should be taken  to ensure that the States does  not "build a gas                                                               
line for the federal government".                                                                                               
                                                                                                                                
11:07:20 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman asked  the Department to alert  the Committee to                                                               
any  area   of  concern  pertaining   to  any   federal  offshore                                                               
activity's impact on the State.                                                                                                 
                                                                                                                                
11:07:38 AM                                                                                                                   
                                                                                                                                
Mr. Banks pointed out that there  was a significant amount of gas                                                               
between  Deadhorse  and  the  Chukchi   Sea.  The  likelihood  of                                                               
developing gas  in the  mid-area of this  region was  higher than                                                               
that  of the  Chukchi Sea  area due  to immense  costs associated                                                               
with developing offshore areas.                                                                                                 
                                                                                                                                
Mr. Banks also noted that, as depicted in the presentation, most                                                                
current leases were on-shore.                                                                                                   
                                                                                                                                
11:08:16 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman acknowledged that  development of offshore areas                                                               
in  places like  the  Chukchi  Sea were  years  into the  future.                                                               
Nonetheless, there were  federal leases off the  coast of Prudhoe                                                               
Bay, and  those leases would  have "fairly easy access  into the"                                                               
online distribution system.                                                                                                     
                                                                                                                                
Mr. Banks affirmed.                                                                                                             
                                                                                                                                
Co-Chair Stedman identified this as an area of concern.                                                                         
                                                                                                                                
11:08:41 AM                                                                                                                   
                                                                                                                                
Co-Chair Stedman reviewed the schedule for the afternoon hearing                                                                
on AGIA.                                                                                                                        
                                                                                                                                
The bill was HELD in Committee.                                                                                                 
                                                                                                                                
                                                                                                                                
ADJOURNMENT                                                                                                                 
                                                                                                                                
Co-Chair Bert Stedman adjourned the meeting at 11:09:05 AM.                                                                   

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