1. 2014 Houston Marine Insurance Seminar: LNG Development & Pitfalls on the Regulatory Side Monica Hwang September 23. 2014

2. Agenda Overview of LNG Chain/ Commercial Structures Regulatory Approvals for US LNG Export Projects Ship-Shore Liability

3. International LNG Industry Source: BP Statistical Review of World Energy 2014

4. LNG Importing Countries Source: GIIGNL: The LNG Industry in 2013

5. LNG Exporting Countries Source: GIIGNL: The LNG Industry in 2013

6. LNG Chain Source: Osaka Gas website

7. LNG Chain – Commercial Development Host government contract Higher infrastructure costs Based on long-term contract Dependent on buyer’s creditworthiness

8. LNG Capital Investment Costs

9. LNG Chain – Development Stages Oil Gas Upstream Discovery Financing Construction Operation and Marketing Upstream Discovery Marketing Financing Construction/ Operations

10. LNG Plant Costs

11. Source: Waterborne Energy

12. LNG Chain – Commercial Structure Upstream E&PLiquefactionShippingImport/Regas Non-US-Stranded gas reserves -High risk/ capital costs -NOC/IOC -High capital costs/ project financing is typical -NOC/IOC -Charter/ own -Buyer or Seller -Low capital costs (as compared to liquefaction) -Buyer/ Merchant Terminals

13. LNG Chain – Commercial Structure Upstream E&PLiquefactionShippingImport/Regas Non-US-Stranded gas reserves -High risk/ capital costs -NOC/IOC -High capital costs/ project financing is typical -NOC/IOC -Charter/ own -Buyer or Seller -Low capital costs (as compared to liquefaction) -Buyer/ Merchant Terminals US-Liquid gas market -Producers/ gas marketers -High capital costs/ project financing is typical -Merchant Terminals -Charter/ own -Buyer or Seller -Low capital costs (as compared to liquefaction) -Buyer/ Merchant Terminals

14. US Structures – Tolling Model Dominant model for proposed US projects – e.g., Freeport, Cameron, Cove Point, Jordan Cove, etc. Project Developer Tolling Customer Tolling Agreement Gas Seller (Producer/ Gas Marketer) Gas Sales Agreement LNG Sales Agreement LNG Buyer LNG Project

15. US Structures – Sales-and-Purchase Agreement (SPA) Model E.g., Cheniere Project Developer/ LNG Seller Gas Seller (Producer/ Gas Marketer) Gas Sales Agreement LNG Sales Agreement LNG Buyer LNG Project

16. Key Regulatory Approvals for US LNG Export Project Export LNG – Department of Energy (DOE) Site, construct and operate the LNG export facilities – Federal Energy Regulatory Commission (FERC) or Dept. of Transportation – Maritime Administration (MARAD)

17. Section 3 of Natural Gas Act - DOE [N]o person shall export any natural gas from the United States to a foreign country or import any natural gas from a foreign country without first having secured an order of the Commission authorizing it to do so. The Commission shall issue such order upon application, unless, after opportunity for hearing, it finds that the proposed exportation or importation will not be consistent with the public interest….

18. Section 3 of Natural Gas Act - DOE [T]he importation of the natural gas…, or the exportation of natural gas to a nation with which there is in effect a free trade agreement requiring national treatment for trade in natural gas, shall be deemed to be consistent with the public interest, and applications for such importation or exportation shall be granted without modification or delay. FTA countries include: Australia, Bahrain, Colombia, Dominican Republic, El Salvador, Guatemala, Honduras, Nicaragua, Chile, Morocco, Canada, Mexico, Oman, Peru, Singapore, Republic of Korea, Jordan, and Panama.

19. Application for DOE Export Authorization FTA vs. non-FTA Blanket (2 years) vs. long-term Export is for applicant itself or as agent for others Processing Queue In Dec. 2012, DOE established an “order of precedence” for review of non-FTA applications based on date that a project has received approval to commence FERC pre-filing process. In 2014, DOE abandoned this “order of precedence” and will only issue a non-FTA permit after NEPA environmental review is completed.

20. Terms of DOE Long-Term Export Authorizations Commercial export must begin within 7 years from conditional approval date 20 year export term from date of commercial export Separate blanket authorization can be used for commissioning volumes Additional 3 years may be used for make-up volumes

21. Section 3 of Natural Gas Act - FERC The Commission shall have the exclusive authority to approve or deny an application for the siting, construction, expansion, or operation of an LNG terminal. “LNG terminal” includes all natural gas facilities located onshore or in State waters that are used to receive, unload, load, store, transport, gasify, liquefy, or process natural gas that is imported to the United States from a foreign country, exported to a foreign country from the United States, or transported in interstate commerce by waterborne vessel, but does not include [vessels or interstate pipelines].

22. FERC – Regulatory Developments A proposed project in Hawaii to receive LNG delivered from the Continental US in ISO containers and deliver the regasified LNG into the distribution pipeline system falls outside of definition of “LNG terminal” under Section 3 of the Natural Gas Act. The Gas Company, LLC (FERC Docket No. CP12-498). A small-scale LNG project that liquefies Marcellus Shale production and delivers such LNG to trucks falls outside of FERC’s jurisdiction. Gulf Oil Limited Partnership (FERC Docket No. CP14-132).

23. FERC – Regulatory Developments FERC’s jurisdiction does not apply to proposed facilities to receive Canadian LNG for subsequent distribution by truck or train or to a liquefaction unit in Louisiana that liquefies domestic production for delivery to water vessel and trucks and trains as fuel. Shell U.S. Gas & Power, LLC (FERC Docket No. RP14-52). FERC’s jurisdiction does not apply to LNG facilities that are >150 miles inland and which will not receive or deliver LNG by waterborne vessel for subsequent interstate transportation or the sale of LNG delivered to end users by truck, rail, and other non-pipeline modes of transportation. Pivotal LNG (FERC Docket No. RP14- 732).

24. Deepwater Ports Act - MARAD No person may engage in the ownership, construction, or operation of a deepwater port except in accordance with a license issued pursuant to this chapter. “deepwater port”— means any fixed or floating manmade structure other than a vessel, or any group of such structures, that are located beyond State seaward boundaries and that are used or intended for use as a port or terminal for the transportation, storage, or further handling of oil or natural gas for transportation to or from any State…

25. Ship-Shore Liabilities Vessel owner’s liability in a marine casualty event may be subject to limitations by law. For example, the Limitation of Vessel Owner’s Liability Act (46 U.S.C. §§ 181 et seq.) limits a vessel owner’s liability in a marine casualty event to the value of his vessel and cargo determined upon termination of the voyage on which the casualty occurred.

26. Port Liability Agreement Many LNG terminals require the vessel owner to execute an agreement governing allocation of liabilities as between the terminal and the vessel. aka Conditions of Use, Risk Allocation Agreement, Ship- Shore Liability Agreement Typically fault-based allocation of liability Express waiver of any limitation of liabilities Require vessel to maintain certain insurance coverages

27. Questions Contact Information: Monica Hwang mhwang@kslaw.com 713-276-7346