AGENDA ALASKA GASLINE DEVELOPMENT CORPORATION (AGDC)

BOARD OF DIRECTORS REGULAR MEETING December 3, 2015 at 9:00 am

AGDC 3201 C Street, Ste. 604 Anchorage, AK

Teleconference: 855-282-6330 Access Number: 922 408 764

I. CALL TO ORDER

II. ROLL CALL

III. SAFETY MOMENT

IV. APPROVAL OF AGENDA

V. APPROVAL OF MINUTES - November 12, 2015 & November 21, 2015

VI. PUBLIC COMMENTS - Board Room __________ Statewide __________

VII. NEW BUSINESS – AKLNG a. Resolution to Approve Work Program and Budget (WP&B)

VIII. EXECUTIVE SESSION

IX. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE BOARD.

X. BOARD COMMENTS

IX. ADJOURNMENT The Chair may announce changes in the Order of Business during the meeting.

Meeting Minutes

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ALASKA GASLINE DEVELOPMENT CORPORATION REGULAR BOARD OF DIRECTORS MEETING

November 12, 2015 09:00am A Regular Board of Directors Meeting of the Alaska Gasline Development Corporation (“AGDC”) was held at the Alaska Gasline Development Corporation, 3201 C Street, Suite 604, Anchorage, Alaska on November 12, 2015 convening at 09:00am. The following board members were present at the meeting (or attended via teleconference) except as otherwise noted: JOHN BURNS Chairman of the Board Anchorage, AK DAVE CRUZ Vice Chair

Anchorage, AK HEIDI DRYGAS Member of the Board Anchorage, AK CHRIS HLADICK Member of the Board Anchorage, AK HUGH SHORT Sec/Treasurer of the Board Anchorage, AK RICK HALFORD Member of the Board Anchorage, AK JOEY MERRICK Member of the Board Absent

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I. CALL TO ORDER: Chair Burns convened the meeting at 9:00am.

II. ROLL CALL: A quorum was declared present and the meeting

was duly and properly convened for the transaction of business. III. SAFETY MOMENT: Ravnit LaChapelle gave a safety moment

on winter preparedness.

IV. APPROVAL OF AGENDA: Hugh Short moved to approve the agenda, Dave Cruz second. The agenda passed unanimously (6-0).

V. MINUTES: Commissioner Hladick moved to approve the

September 23, 2015 Board meeting minutes. Dave Cruz second. Commissioner Hladick moved to approve the October 21, 2015 Board meeting minutes. Dave Cruz second. Both Board meeting minutes passed unanimously (6-0).

VI. PUBLIC COMMENTS: AGDC Boardroom: Harold Heinze

addressed the Board about the Board’s responsibility to the success of the project. Bryan Clemenz testified in opposition to the proposed regulations dealing with confidentiality. Senator Giessel addressed the Board urging for a yes vote on December 4th to continue the gas pipeline project. Statewide: None

VII. NEW BUSINESS- AGDC MANAGEMENT/OPERATIONAL

ISSUES. A. Committee Chair Reports – Dave Cruz, chair of the technical

committee mentioned the committee discussed updates on the ASAP and AKLNG projects, and also discussed AGDC assuming the TransCanada responsibilities.

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Hugh Short the chair of the governance committee mentioned the committee discussed the budget for FY16, and the governance framework document.

B. AGDC Financials: Bruce Tangeman, VP of Administration and Finance gave an update on AGDC’s year-to-date statement of activities.

C. FY17 Operating Budget: Bruce Tangeman, VP of Administration and Finance gave the Board an overview of the FY17 Budget which contains four reports – the Component Detail, Change Record Detail, Personal Services Component Summary and the Personal Services Position Comparison.

VIII. NEW BUSINESS – ASAP

A. Project Update: Frank Richards, VP of Engineering and

Program Management updated the Board on ASAP progress. He highlighted the Pipeline, Project Services, Construction Management, CM&I Work Plan, Facilities Management and Environment, Regulatory and Land sections.

B. Project Financials: Frank Richards, VP of Engineering and Program Management presented an update on the ASAP financials through October 31, 2015.

IX. NEW BUSINESS – AKLNG

A. Project and Commercial Updates: Fritz Krusen, VP of

AKLNG gave a high level overview on the AKLNG Project which included describing the brief update on instate gas offtake presentation given to the House and to the Senate Resource Committees during the recent Special Legislative Session, as well as his participation in an Execution Optimization Workshop. The Workshop’s effort was to try to

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reduce gas treatment plant capital costs or to improve availability to improve the project’s cost of service. Joe Dubler, VP of Commercial Operations discussed the transfer of TransCanada’s interest to AGDC and the role that AGDC will be fulfilling for the state.

B. Project Financials: Joe Dubler, VP of Commercial Operations gave an update on the project-to-date budget versus the actual comparison through September 30, 2015. The breakdown consisted of the AKLNG project expenditures, as well as the AGDC Corporate expenditures.

C. Update of Special Session: Miles Baker, VP of EAGR addressed Senate Bill 3001 which authorized the Governor’s proposal to purchase TransCanada’s interest in the Alaska LNG project. Included in the appropriation was the additional capital funding necessary for AGDC to complete Pre-FEED, as well as $13 million in supplemental operating funds for the Department of Revenue (DOR), the Department of Natural Resources (DNR) and the Department of Law (DOL) to continue their participation through FY16.

D. Resolution re: TC Interest Transfer to AGDC: Hugh Short motioned to convene a special meeting to address, among other things, the buyout of the TransCanada interest to AGDC. The special meeting will occur on Saturday, November 21st and the special meeting may occur in person or by phone. At the special meeting the Board intends to approve payment for the transfer of the TransCanada interest in AKLNG only in the amount determined necessary to pay the amount owed to TransCanada for the buyout pursuant to the terms of TransCanada’s Precedent Agreement with the DNR subject to the following conditions:

1. Such payment may occur by wire transfer directly to TransCanada or through an RSA, Reimbursable

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Services Agreement, to the Department of Natural Resources (DNR), provided that DNR may only use that amount sent to the department to make the payment described in the last condition above.

2. Staff will make reasonable efforts to negotiate the transfer of TransCanada interest so that such interest will come to the Alaska Gasline Development Corporation from the DNR and the Alaska Gasline Development Corporation will not be required to execute a transfer, or any other agreement with TransCanada or any of its subsidiaries or affiliates.

Rick Halford second the motion. The motion passed unanimously (6-0).

E. Resolution Approving the WP&B: The decision to approve

the WP&B was delayed due to Dave Cruz’s motion pending the transfer of TransCanada’s interest in the AKLNG project to the Alaska Gasline Development Corporation. Staff was directed to prepare a resolution for consideration by the Board to authorize staff to vote to approve the WP&B as described to the Board at the meeting held this day. Commissioner Drygas second. The motion passed unanimously (6-0).

X. EXECUTIVE SESSION: The Board moved at 1:27pm to go into

Executive Session to discuss the confidential elements of the Work Program and Budget (WP&B), and for a status update of negotiations on various contracts. John Burns made the motion to go into Executive Session, Commissioner Hladick second. The motion was approved unanimously (6-0). The Board reconvened the regular Board meeting at 3:04pm.

XI. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE

BOARD: None

XII. BOARD COMMENTS: None

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XIII. ADJOURNMENT: Chair Burns moved to adjourn. Hugh Short

made the motion and Heidi Drygas second the motion, none opposed. The meeting was adjourned at 3:09pm.

_______________________________ ________ John Burns, Chairman of the Board Date

Meeting Minutes

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ALASKA GASLINE DEVELOPMENT CORPORATION REGULAR BOARD OF DIRECTORS MEETING

November 21, 2015 08:30am A Regular Board of Directors Meeting of the Alaska Gasline Development Corporation (“AGDC”) was held at the Alaska Gasline Development Corporation, 3201 C Street, Suite 604, Anchorage, Alaska on November 21, 2015 convening at 08:30am. The following board members were present at the meeting (or attended via teleconference) except as otherwise noted: DAVE CRUZ Acting Chairman of the Board Anchorage, AK MARC LUIKEN Member of the Board

Anchorage, AK HEIDI DRYGAS Member of the Board Anchorage, AK LUKE HOPKINS Member of the Board Anchorage, AK HUGH SHORT Sec/Treasurer of the Board Anchorage, AK RICK HALFORD Member of the Board Anchorage, AK JOEY MERRICK Member of the Board Anchorage, AK

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I. CALL TO ORDER. Acting Chair Cruz convened the meeting at 8:30am.

II. ROLL CALL. A quorum was declared present and the meeting

was duly and properly convened for the transaction of business. III. SAFETY MOMENT. None.

IV. APPROVAL OF AGENDA. Rick Halford moved to approve the

agenda, Hugh Short second. Hugh Short moved to amend the agenda, adding item “C” under new business, to discuss the acceptance of the resignation of Dan Fauske, President of AGDC. Commissioner Drygas asked that the agenda be amended to remove the Resolution to Approve the Work Program and Budget (WP&B) and set a new meeting for December 3, 2015 to address the WP&B. Approval of the amended agenda passed unanimously (6-0).

V. MINUTES. None VI. PUBLIC COMMENTS. AGDC Boardroom: Harold Heinze

requested that the Board be diligent of their fiduciary responsibilities. Charles McKee addressed the Board that he had written the Governor to assist him in evaluating his property rights. Senator Giessel thanked the Board for their positive action on passing the Resolution to approve payment of funds to TransCanada. She further stated the appropriation of funds for the termination of TransCanada were contingent on a yes vote on the Work Plan & Budget that will occur on December 4th. Statewide: Senator Dunleavy requested that the partner’s votes on the WP&B be made available to the public.

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VII. NEW BUSINESS – AKLNG A. Resolution to Approve Payment of Funds to TransCanada:

Hugh Short moved to approve the Resolution to Approve Payment of Funds to TransCanada. Luke Hopkins second. The motion passed unanimously (6-0).

B. Resolution to Approve Work Program & Budget (WP&B): Removed from the agenda, will be discussed at the December 3, 2015 Board meeting.

C. Resignation of Dan Fauske: Hugh Short moved to accept the resignation of Dan Fauske, Luke Hopkins second. The motion passed unanimously (7-0).

VIII. EXECUTIVE SESSION: The Board moved at 9:08am to go into

Executive Session to discuss the vacancy of the AGDC president position and how to address the personnel matter. Hugh Short made the motion to go into Executive Session, Luke Hopkins second. The motion was approved unanimously (7-0). The Board reconvened the regular Board meeting at 9:56am. Acting Chair Cruz confirmed that no actions were taken by the Board during the Executive Session, and the Board had discussed personnel matters only.

IX. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE

BOARD: Hugh Short made the motion to direct AGDC to enter into an executive search process to hire the next president of AGDC. Commissioner Luiken second. Commissioner Drygas asked that the motion be amended to instruct the Governance Committee to enter into an executive search process for the next president of AGDC. Hugh Short second. The motion passed unanimously (7-0). Hugh Short made a motion to delegate authority of president to the Board acting chair, Dave Cruz until an interim president is selected. Joey Merrick second. The motion passed unanimously (7-0).

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X. BOARD COMMENTS: Generally there were no comments with the exception of Luke Hopkins and Hugh Short. Luke mentioned the importance of the Board and the need to work towards a successful project. Hugh publically thanked John Burns for his time, effort and commitment to the project.

XI. ADJOURNMENT: Acting Chair Cruz moved to adjourn. Joey Merrick made the motion and Rick Halford second the motion, none opposed. The meeting was adjourned at 10:04am.

_______________________________ ________ Dave Cruz, Acting Chairman of the Board Date

Anchorage Office • 3900 C Street, Suite 801 • Anchorage, Alaska 99503-5963 • 907.339.6000 • FAX 907.339.6028 • 1.800.770.2772

Corporate Headquarters • PO Box 129 • Barrow, Alaska 99723-0129 • 907.852.8533 or 907.852.8633 • FAX 907.852.5733

November 30, 2015 Governor Bill Walker P.O. Box 110001 Juneau, AK 99811-0001 Dear Governor Walker: I congratulate you on your recent success in the special session. The buyout of TransCanada’s investment in the much-needed AKLNG project provides Alaska with a stronger position to ensure alignment. As we move forward to the next milestone, the December 4th vote by the management committee for the 2016 work plan and budget, I encourage you to stay the course and support the Alaska Gasline Development Corporation board in a “yes” vote. Within the last two years Arctic Slope Regional Corporation (ASRC) leadership has been engaged in discussions at the pan-Arctic level regarding regional growth opportunities and global competition. We have come to recognize that Alaskan projects are competing on a global scale for project sanctions and financial resources. As the world looks north, ASRC is reminded that now is the time to develop Alaska’s natural gas resources. This project is critical to the future economic sustainability of the state, especially in light of Shell’s exit from the Alaskan market. Your commitment to an LNG export project and your campaign promises to keep AKLNG on track are greatly appreciated by ASRC and all Alaskans. We understand this project is not only a significant part of our future business plans, but also the greatest potential for new revenue to the state of Alaska. In the spirit of partnership, I urge you to consider fair and reasonable terms when dealing with our partners, the Producers. It is my opinion that without their engagement, our gas will never see a market where Alaskans can realize a forty year dream of exporting this valuable resource.

AKLNG Letter to Gov. Walker Page 2 11/30/2015

Respectfully, ARCTIC SLOPE REGIONAL CORPORATION Rex Allen Rock Sr. President and CEO Cc. Sen. Kevin Meyer Sen. John Coghill Sen. Berta Gardner Rep. Mike Chenault Rep. Charisse Millett Rep. Chris Tuck ADGC Board of Directors