
=== PDF PAGE 1 ===
EXHIBIT 7
COMPENSATION TERMS
Part A.
2
Concession Payment
Upon the NEPA Finality Date, Developer shall pay to TxDOT an amount equal to $25
million plus interest thereon at a floating rate equal to the LIBOR rate in effect from time
to time from the Effective Date until paid.
Concurrently with execution of the
•Agreement, Developer shall deliver, or has delivered, to TxDOT a standby letter of
credit in the face amount of $25 million plus anticipated interest that will accrue during
the period the letter of credit is in effect, to assure payment of the foregoing amount. So
long as the amount due under this Section 1 remains due and payable, Developer shall
deliver to TxDOT a replacement letter of credit in the original amount of (a) $25 million
plus (b) accrued interest to the date of replacement plus (c) anticipated interest that will
accrue during the period the replacement letter of credit is in effect. All the provisions of
Section 16.3.1 of the Agreement apply with respect to such letter of credit and
replacement letters of credit. TxDOT shall have the right to draw on the letter of credit
or replacement letter of credit on or after the date payment is due, up to the full amount
due and not previously paid.
In the event TxDOT authorizes, within 180 days after the Service Commencement Date,
a maximum daytime posted speed limit for passenger vehicles of 80 miles per hour on
the Facility, other than in populated areas or other specific locations where design does
not accommodate such speed, and TxDOT affirmatively elects in writing to waive
increased revenue sharing under Part B respecting such posted speed limit, Developer
shall pay to TxDOT an additional $67 million. If TxDOT has not delivered to Developer
case no additional Concession Payment shall be due under this Section 2, unless the
Parties otherwise agree in writing. Such increased revenue sharing shall be at the
Bands specified in Table 2 and the Applicable Percentages as specified in Table 5. Any
additional Concession Payment under this Section 2 shall be due and payable as
follows:
2.1
If TxDOT authorizes the 80 mph maximum daytime posted speed limit and
delivers its written election not later than 30 days prior to the Service
Commencement Date, then payment is due not later than the Service
Commencement Date; or
22
If TxDOT authorizes the 80 mph maximum daytime posted speed limit and
delivers its written election later than 30 days prior to the Service
Commencement Date, then payment is due not later than the first to occur of (a)
any Refinancing and (b) three years after the Service Commencement Date,
together with interest compounding monthly thereon at a floating rate equal to the
LIBOR rate in effect from time to time from the Service Commencement Date
until paid.
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
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EXHIBIT 7
Page 1 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 2 ===
In the event TxDOT authorizes, within 180 days after the Service Commencement Date,
a maximum daytime posted speed limit for passenger vehicles of 85 miles per hour on
the Facility, other than in populated areas or other specific locations where design does
not accommodate such speed, and TxDOT affirmatively elects in writing to waive
increased revenue sharing under Part B respecting such posted speed limit, Developer.
shall pay to TxDOT an additional $100 million. If TxDOT has not delivered to Developer •
such written election within 30 days after it issues such authorization, then it shall be
conclusively presumed that TxDOT has not waived increased revenue sharing, in which
case no additional Concession Payment shall be due under this Section 3, unless the
Parties otherwise agree in writing. Such increased revenue sharing shall be at the
Bands specified in Table 3 and the Applicable Percentages as specified in Table 6. Any
additional Concession Payment under this Section 3 shall be due and payable as
follows:
3.1
It IXDOl authorizes the 85 mph maximum daytime posted speed limit and
delivers its written election not later than 30 days prior to the Service
Commencement Date, then payment is due not later than the Service
Commencement Date; or
3.2
If TxDOT authorizes the 85 mph maximum daytime posted speed limit and
delivers its written election later than
30 days prior to the Service
Commencement Date, then payment is due not later than the first to occur of (a)
any Refinancing or (b) three years after the Service Commencement Date,
together with interest compounding monthly thereon at a floating rate equal to the
LIBOR rate in effect from time
to time from the later of the Service
Commencement Date or the date a maximum daytime posted speed limit of 85
miles per hour is authorized until paid.
4. TxDOT also may be entitled to retain (a) 50% of any unused portion of the cap on
certain Hazardous. Material costs pursuant to Section 3 of Exhibit 11 and (b) any
unused portion of the Sales Tax Amount as an additional, contingent Concession
Payment pursuant to Section 4 of Exhibit 23.
5.
Partial Refund of Sections 2 and 3 Concession Payments
5.1
In the event TxDOT receives an additional Concession Payment under Section 3
above and, within one year after receiving such additional Concession Payment,
passengen ty redes tes 10 mauti Txz saimretunda to Developer, witeid 3in days
after Developer completes re-posting of the speed limit, an amount equal to (A -
B) x X/Y where:
A = Such Concession Payment;
B = The amount set forth in Section 3;
X = The number of months and partial months remaining in the Term from and
after the date Developer completes re-posting of the speed limit in accordance
with TxDOT's reduction; and
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
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EXHIBIT 7
Page 2 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 3 ===
Y = The number of months and partial months in the Term from and after the
Service Commencement Date.
5.2
In the event TxDOT receives an additional Concession Payment under Section 3
above and within one year after receiving such additional Concession Payment
subsequently reduces the authorized maximum daytime posted speed limit for
passenger vehicles to less than 80 mph, TxDOT shall refund to Developer, within
30 days after Developer completes re-posting of the speed limit, an amount
equal to such additional Concession Payment x X/Y, where X and Y have the
same meaning as in Section 5.1 above.
6.
Part B.
5.3
In the event TxDOT receives an additional Concession Payment under Section 2
above and, within one year after receiving such additional Concession Payment,
subsequently reduces the authorizedmaximum daytime posted speed limit for
passenger vehicles to less than 80 mph, TxDOT shall refund to Developer, within
30 days after Developer completes re-posting of the speed limit, an amount
equal to such additional Concession Payment x X/Y, where X and Y have the
same meaning as in Section 5.1 above.
For federal income tax purposes, the (i) Concession Payment and (ii) Developer's cost to
acquire the Facility Right. of Way on behalf of. TxDOT under Section 7.4 of the
Agreement and Section 7 of the Technical Requirements shall both be allocated for the
grant to the Developer of the exclusive franchise and license pursuant to the terms of the
Agreement to impose and collect tolls. Further, Developer's expenditures to construct
the Facility pursuant to Section 7.1 of the Agreement shall be for its own account, with
Developer owning such improvements for federal income tax purposes.
Revenue Sharing
General
Developer shall pay to TxDOT the amounts determined in accordance with this Part B of Exhibit
Z (the "Revenue Share Amount") so as to enable TxDOT to participate in the Toll Revenue
being generated by the Facility, and interest earned on such amounts prior to distribution at the
same rate as earned by Developer on its undistributed Toll Revenues (which rate shall be the
rate earned on the Toll Revenue Account or, if applicable, the Developer Claims Account, for so
long as such amounts are held therein).
2.
Calculation of Revenue Share Amount
2.1
Subject to Sections 2 and. 3, the Revenue Share Amount. shall be calculated for
each Fiscal Year and shall equal the sum of:
2.1.1 The portion of the Fiscal Year Toll Revenues within Band 1, as shown in
the applicable Maximum Daytime Posted Speed Table in Attachment 1 to
this Exhibit 7, multiplied by the Applicable Percentage for such Band as
shown in the applicable Revenue Share Applicable Percentage Table in
Attachment 1; plus
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
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EXHIBIT 7
Page 3 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 4 ===
3.
2.1.2
The portion of the Fiscal Year Toll Revenues within.Band 2, as shown in
Attachment 1, multiplied by the Applicable Percentage for such Band as
shown in Attachment 1; plus
2.1.3 The portion of the Fiscal Year Toll Revenues within Band 3, as shown in
Attachment 1, multiplied by the Applicable Percentage for such Band as
shown in Attachment 1.
2.2
The figures on Attachment 1 are in 2006 dollars and are to be adjusted at the
time of each calculation in accordance with the cumulative change in CPI after
the Setting Date.
The calculation shall be made using whichever Table in
Attachment 1 applies to the Fiscal Year in question. If in any Fiscal Year more
than one Table applies, then the Toll Revenues received during the portion of
such Fiscal Year up to the earlier of (a) the date that is 30 days after the date
TxDOT issues to Developer written authorization to increase the maximum
daytime posted speed limit or written direction to decrease the maximum daytime
posted speed limit or (b) the date Developer actually first posts the authorized
increased speed limit or directed decreased speed limit shall be calculated using
the Table that applies prior to such date, and the Toll Revenues received during
the balance of such Fiscal Year shall be calculated using the Table that applies
from and after such date.
2.3
TxDOT shall have a period of 180 days after the Service Commencement Date
within which to authorize one of the increases in the posted daytime speed limit
for passenger vehicles set forth in Part A, Sections 2 and 3 above.
Payment Procedures
3.1
The Revenue Share Amount shall be payable to TxDOT according to the
following procedures.
3.1.1 Within 15 Days after the end of each Fiscal Year or partial Fiscal Year
during the Term Developer shall deliver to TxDOT (a) a written
preliminary calculation of the Revenue Share Amount in accordance with
Section 2.1 and (b) subject to rights to deposit the same in the Developer
Claims Account pursuant to the Facility Trust Agreement, full payment of
the Revenue Share Amount as so calculated.
3.1.2
Within 90 Days after the end of each Fiscal Year or partial Fiscal Year,
Developer shall deliver to TxDOT (a) a written final calculation of the
Revenue Share Amount in accordance with Section 2.1, (b) an audited
financial statement prepared by a reputable independent certified public
account according to GAAP, consistently applied, setting forth the total
Toll Revenues for the subject Fiscal Year, and (c) subject to rights to
deposit the same in the Developer Claims Account pursuant to the
Facility Trust Agreement, either payment of any additional Revenue
Share Amount as so calculated or a written request for any refund of any
prior overpayment of the Revenue Share Amount for the subject Fiscal
Year, as so calculated.
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
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EXHIBIT 7
Page 4 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 5 ===
3.1.3
TXDOT shall have up to 120 Days after receipt of the items set forth in
Section 3.1.2 to dispute Developer's calculation of the Revenue Share
Amount or to request further reasonable clarification or amendment to the
calculation.
Developer shall deliver to TxDOT such reasonable
clarification or amendment within 30 Days after receipt of TxDOT's written
request therefor. If TxDOT does not agree with the calculation of the
Revenue Share Amount, the Dispute shall be resolved according to the
Dispute Resolution Procedures. If TxDOT does not dispute Developer's
initial calculation of the Revenue Share Amount within the 120 Day
period, then payment of any additional amount owing to TxDOT or any
refund owing to Developer shall be made as set forth in Section 3.1.4. If
TxDOT does not initiate Dispute Resolution Procedures within 30 days
after receipt of any amended calculation of the Revenue Share Amount,
then payment of any additional amount owing to TxDOT or any refund
owing to Developer shall be made as set forth in Section 3.1.4
3.1.4 If TxDOT does not dispute Developer's initial calculation or amended
calculation of Revenue Share Amount as described in Section 3.1.3, or
upon final determination of the Revenue Share Amount, to the extent the
result is a positive figure, Developer shall, immediately pay to TxDOT the
additional amount owing, together with interest thereon, commencing 90
Days after the end of the Fiscal Year or partial Fiscal Year for which it
was due until the date paid, at the LIBOR rate in effect on the date
interest begins to accrue, subject to rights to deposit the additional
amount and accrued interest in the Developer Claims Account pursuant
to the Facility Trust Agreement. To the extent the result is a negative
figure, TxDOT shall immediately pay to. Developer a refund of such
amount, together with interest thereon, commencing 90 Days after the
•end of the Fiscal Year or partial Fiscal Year for which the refund was due
until the date paid, at the LIBOR rate in effect on the date interest begins
to accrue.
3.2
Developer's payment obligations under this Part B shall survive expiration or any
earlier termination of the Term.
4.
Security Interests
4.1
4.2
TxDOT has granted to Developer a perfected pledge of and security interest in
the Revenue Share Amount and Developer Claims Account, subject to the
provisions of the Facility Trust Agreement.
TxDOT shall have andis hereby granted a perfected pledge of and security
interest in the sub-account of the Toll Revenue Fund to be established under the
Facility Trust Agreement for payment of the Revenue Share Amount in the final
12-months of the Term, and the funds therein, subject to the provisions of the
Facility Trust Agreement. Developer shall execute and deliver to TxDOT
promptly upon request such documents and instruments as TxDOT may
reasonably require to create and perfect such lien and security interest.
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT 7
Page 5 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 6 ===
Part C. Refinancing Gain Sharing
1. If prior to the Service Commencement Date Developer requests and TxDOT consents
to any Refinancing and such Refinancing results in Refinancing Gain, Developer shall
pay to TxDOT 50% of the Refinancing Gain.
2.
Concurrently with delivering to TxDOT draft proposed Funding Agreements and
Security Documents in connection with any such Refinancing, Developer also shall
deliver to TxDOT its calculation of the anticipated Refinancing Gain, if any, together with
any back-up documentation for its calculation.
3.
4.
TXDOT shall have the right to elect to receive its share of any Refinancing Gain as: (a)
a single payment, due and payable concurrently with close of the Refinancing, in an
amount less than or equal to any Distribution to be made on or about the date of closing
of the Refinancing; (b) a series of payments over the remaining term of the concession;
or (c) a combination of any of the above.
"Refinancing Gain" means an amount equal to the greater of zero and [(A - B) - C],
where:
A = the Net Present Value of the Distributions to be made over the remaining
Term following the Refinancing, as projected immediately prior to the Refinancing
taking into account the effect of the Refinancing and using the relevant Base
Case Financial Model as updated (including as to the performance of the Facility)
so as to be current immediately prior to the Refinancing);
B = the Net Present Value of the Distributions to be made over the remaining
Term following the Refinancing, projected immediately prior to the Refinancing
(but without taking into account the effect of the Refinancing and using the Base
Case Financial Model as updated (including as to the performance of the Facility)
so as to be current immediately prior to the Refinancing); and
C = any adjustment required to adjust the Pre-Refinancing Equity IRR to the
Equity IRR
"Net Present Value" means the aggregate of the discounted values, calculated as of the
estimated date of the Refinancing, of each of the relevant projected Distributions, in
each case discounted using the Equity IRR;
"Equity IRR" means the nominal post-tax rate of return over the full Term projected in the
Base Case Financial Model, having regard to Distributions made and to be made, and is
equal to 12%, which figure shall be adjusted to a blended rate of return in the event
Developer substitutes subordinated debt for equity in the Base Case Financial Model.
"Pre-Refinancing Equity IRR" means the nominal post-tax Equity IRR calculated
immediately prior to the Refinancing, which figure shall be adjusted to a blended rate of
return in the event Developer substitutes subordinated debt for equity in the Base Case
Financial Model.
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT 7
Page 6 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 7 ===
ATTACHMENT 1 TO EXHIBIT 7 (COMPENSATION TERMS)
Table 1 - At Maximum Daytime Posted Speed (for Passenger Vehicles) of 70 MPH
Year of
Operations
Band 1
Band 1
Band 2 Floor:
Band 2
Floor:
Ceiling: Toll
Toll Revenues
Ceiling: Toll
Toll
Revenues to
from:
Revenues to
Band 3 Floor:
Toll Revenues
from:
Revenues
and
and
from:
including:
including:
1
2
$O
$20,030,426
$0
$37,979,782
3
$Ọ
$52,883,797
$20,030,426.01
$37,979,782.01
$52,883,797.01
$31,407,528
$31,407,528.01
$59,551,959
$59,551,959.01
$82,921,320
$82,921,320.01
4
$0
$62,981,498
5
$0
$67,257,531
6
7
$0
$71,874,724
$0
$76,800,327
$62,981,498.01
$67,257,531.01
$71,874,724.01
$76,800,327.01
$82,004,613.01
$98,754,424
$98,754,424.01
$105,459,207
$105,459,207.01
$112,698,924
$112,698,924.01
$120,422,225
$120,422,225.01
8
9
10
11
12
13
$0
$82,004,613
$128,582,498
$128,582,498.01
$0
$87,610,111
$87,610,111.01
$137,371,869
$137,371,869.01
$0
$93,487,245
$93,487,245.01
$146,587,164
$146,587,164.01
$0
$98,851,411
$98,851,411.01
$154,998,127
$154,998,127.01
$0•
$104,503,962
$104,503,962.01
$163,861,277 $163,861,277.01
$0
$110,371,066
$110,371,066.01
$173,060,844
$173,060,844.01
$0
$116,625,706
$116,625,706.01
$182,868,062
$182,868,062.01
15
16
17
18
$0
$123,290,110
$123,290,110.01
$193,317,789
$193,317,789.01
$0
$130,083,751
$130,083,751.01
$203,970, 157
$203,970,157.01
$0
$137,057,331
$137,057,331.01
$214,904,668
$214,904,668.01
$0
$144,207,960
$144,207,960.01
$226,116,791
$226,116,791.01
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.D0C
EXHIBIT Z
Page 7 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 8 ===
•
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
3.4
35
36
37
38
39
40
41
42
$O.
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$O
$0
$0
$0
$151,083,249
$158,280,978
$165,816,353
$173,531,462
$181,566,873
$189,965,261
$197,773,223
$205,892,663
$214,335,926
$223,115,847
$232,245,773
$241,180,970
$250,440,432
$260,035,512
$269,977,946
$280,280,169
$289,689,929
$299,394,097
$309,401,501
$319,721,224
$330,362,616
$341,335,299
$352,649,172
$364,314,427
$376,341,547
$151,083,249.01
$158,280,978.01
$165,816,353.01
$173,531,462.01
$181,566,873.01
$189,965,261.01
$197,773,223.01
$205,892,663.01
$214,335,926.01
$223,115,847.01
$232,245,773.01
$241,180,970.01
$250,440,432.01
$260,035,512.01
$269,977,946.01
$280,280,169.01
$289,689,929.01
$299,394,097.01
$309,401,501.01
$319,721,224.01
$330,362,616.01
$341,335,299.01
$.352,649,172.01
$364,314,427.01
$376,341,547.01
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT 7
Page 8 of 14
$236,897,181
$236,897,181.01
$248,183,157
$248,183,157.01
$259,998,556
$259,998,556.01
$272,095,778
$272,095,778.01
$284,695,231
$284,695,231.01
$297,863,829
$297,863,829.01
$310,106,642
$310,106,642.01
$322,837,852
$322,837,852.01
$336,076,812
$336,076,812.01
$349,843,651
$349,843,651.01
$364,159,293
$364,159,293.01
$378,169,601
$378,169,601.01
$392,688,355
$392,688,355.01
$407,733,354
$407,733,354.01
$423,323,002
$423,323,002.01
$439,476,795
$439,476,795.01
$454,231,214
$454,231,214.01
$469,447,263
$469,447,263.01
$485,138,783
$485,138,783.01
$501,320,017
$501,320,017.01
$518,005,624
$518,005,624.01
$535,210,692
$535,210,692.01
$552,950,745
$552,950,745.01
$571,241,759
$571,241,759.01
$590,100,176
$590,100,176.01
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 9 ===
44
45
46
48
49
50
$0
$0
$0
$0
$0
$0
$0
$388,699,027
$401,437,469
$414,568,169
$428,102,746
$442,053,159
$456,431,709
$471,251,052
$388,699,027.01
$401,437,469.01
$414,568,169.01
$428,102,746.01
$442,053,159.01
$456,431,709.01
$471,251,052.01
$609,476,595
$629,450,358
$650,039,176
$671,261,273
$693,135,395
$715,680,833
$738,917,431
$609,476,595.01
$629,450,358.01
$650,039,176.01
$671,261,273.01
$693,135,395.01
$715,680,833.01
$738,917,431.01
Table 2 - At Maximum Daytime Posted Speed (for Passenger Vehicles) of 80 MPH
Year of
Band 1
Band 1
Band 2 Floor:
Band 2
Operations Floor:
Geiling: Toll
Toll Revenues
Ceiling: Toll
Toll
Revenues to
from:
Revenues to
Band 3 Floor:
Toll Revenues
from:
Revenues
and
and
from:
including:
including:
1
2
3
4
5
6
7
8
9
10
11
12
13
$0
$21,163,906
$O
$40,064,423
$0
$55,703,335
$0
$66,247,405
$0
$70,764,716
$0
$75,640,416
$O
$80,840,803
$0
$86,334,702
$0
$92,251,381
$0
$98,454,251
$0
$104,119,488
$0
$110,088,648
$0
$116,284,004
$21,163,906.01
$40,064,423.01
$55,703,335.01
$66,247,405.01
$70,764,716.01
$75,640,416.01
$80,840,803.01
$86,334,702.01
$92,251,381.01
$98,454,251.01
$104,119,488.01
$110,088,648.01
$116,284,004.01
$33,919,256
$33,919,256.01
$64,210,994
$64,210,994.01
$89,275,379
$89,275,379.01
$106,174,292
$106,174,292.01
$113,414,158
$113,414,158.01
$121,228,411
$121,228,411.01
$129,563,038
$129,563,038.01
$138,368,075
$138,368,075.01
$147,850,699
$147,850,699.01
$157,791,999
$157,791,999.01
$166,871,637
$166,871,637.01
$176,438,372
$176,438,372.01
$186,367,629
$186,367,629.01
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT 7
Page 9 of 14 :
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EXT- COMPENSATION TERMS


=== PDF PAGE 10 ===
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$122,887,860
$122,887,860.01
$129,898,899
$129,898,899.01
$137,044,582
$137,044,582.01
$144,378,143
$144,378,143.01
$151,896,417
$151,896,417.01
$159,123,174
$159,123,174.01
$166,688,038
$166,688,038.01
$174,606,911
$174,606,911.01
$182,714,482
$182,714,482.01
$191,157,908
$191,157,908.01
$199,981,646
$199,981,646.01
$208,182,183
$208,182,183.01
$216,708,966
$216,708,966.01
$225,574,887
$225,574,887.01
$234,793,349
$234,793,349.01
$244,378,287
$244,378,287.01
$253,751,316
$253,751,316.01
$263,464,284
$263,464,284.01
$273,526,009
$273,526,009.01
$283,951,711
$283,951,711.01
$294,753,034
$294,753,034.01
$304,614,904
$304,614,904.01
$314,784,073
$314,784,073.01
$325,269,714
$325,269,714.01
$336,081,267
$336,081,267.01
$196,951,586 | $196,951,586.01
$208,188,134
$208,188,134.01
$219,640,475
$219,640,475.01
$231,393,926
$231,393,926.01
$243,443,416
$243,443,416.01
$255,025,693
$255,025,693.01
$267,149,852
$267,149,852.01
$279,841,378
$279,841,378.01
$292,835,331
$292,835,331.01
$306,367,556
$306,367,556.01
$320,509,305
$320,509,305.01
$333,652,253
$333,652,253.01
$347,318,074
$347,318,074.01
$361,527,428
$361,527,428.01
$376,301,798
$376,301,798.01
$391,663,517
$391,663,517.01
$406,685,611
$406,685,611.01
$422,250,919
$422,250,919.01
$438,378,384
$438,378,384.01
$455,087,590
$455,087,590.01
$472,398,802
$472,398,802.01
$488,204,358
$488,204,358.01
$504,502,420
$504,502,420.01
$521,307,690
$521,307,690.01
$538,635,297
$538,635,297.01
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT 7
Page 10 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 11 ===
39
40
41
42
43
44
45
46
47
48
49
50
$0
$O
$0
$O
$0
$O
$0
$0
$0
$0
$0
$0
$347,228,444
$347,228,444.01
$358,721,239
$358,721,239.01
$370,569,936
$370,569,936.01
$382,785,116
$382,785,116.01
$395,377,668
$395,377,668.017
$408,357,643
$408,357,643.01
$421,737,645
$421,737,645.01
$435,529,528
$435,529,528.01
$449,745,491
$449,745,491.01
$464,398,084
$464,398,084.01
$479,500,219
$479,500,219.01
$495,065,180
$495,065,180.01
$556,500,806
$556,500,806.01
$574,920,235
$574,920,235.01
$593,910,066
$593,910,066.01
$613,487,257
$613,487,257.01
$633,669,258
$633,669,258.01
$654,472,183
$654,472,183.01
$675,916,226
$675,916,226.01
$698,020,389
$698,020,389.01
$720,804,222
$720,804.222.01
$744,287,838
S744,287,838.01
$768,491,933
$768,491,933.01
$793,437,797
$793,437,797.01
Table 3 - At Maximum Daytime Posted Speed (for Passenger Vehicles) of 85 or More
MPH
Year of
Operations
2
3
4
5
6
7
8
Band 1
Band 1
Band 2 Floor:
Floor:
Ceiling: Toll
Toll Revenues
Toll
Revenues to
Revenues
and
from:
from:
including:
$0
$21,881,013
$0
$41,386,744
$O
$57,496,358
$0
$68,329,415
$0
$72,870,114
$0
$77,775,084
$0
$83,008,991
$0
$88,539,051
$21,881,013.01
$41,386,744.01
$57,496,358.01
$68,329,415.01
$72,870,114.01
$77,775,084.01
$83,008,991.01
$88,539,051.01
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT 7
Page 11 of 14
Band 2
eiling: Toll
levenues tc
and
including:
$35,353,816
$66,869,818
$92,898,610
$110,401,908
$117,738,454
$125,663,562
$134,120,144
$143,055,230
Band 3 Floor:
Toll Revenues
from:
$35,353,816.01
$66,869,818.01
$92,898,610.01
$110,401,908.01
$117,738,454.01
$125,663,562.01
$134,120,144.01
$143,055,230.01
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 12 ===
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
29
30
31
32
33
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$O
$0
$0
$0
$0
$O
$0
$0
$0
$0
$0
$0
$0
$94,497,149
$94,497,149.01
$100,742,549
$100,742,549.01
$106,434,097
$106,434,097.01
$112,432,136
$112,432,136.01
$118,656,892
$118,656,892.01
$125,294,031
$125,294,031.01
$132,499,288
$132,499,288.01
$139,848,205
$139,848,205.01
$147,395,120
$147,395,120.01
$155,137,037
$155,137,037.01
$162,587,682
$162,587,682.01
$170,390,284
$170,390,284.01
$178,561,547
$178,561,547.01
$186,934,373
$186,934,373.01
$195,658,614
$195,658,614.01
$204,780,901
$204,780,901.01
$213,272,932
$213,272,932.01
$222,106,975
$231,296,716
$240,856,393
$250,800,814
$260,535,369
$270,626,843
$281,087,874
$291,931,533
$222,106,975.01
$231,296,716.01
$240,856,393.01
$250,800,814.01
$260,535,369.01
$270,626,843.01
$281,087,874.01
$291,931,533.01
$152,681,911
$152,681,911.01
$162,772,793
$162,772,793.01
$171,968,800
$171,968,800.01
$181,660,013
$181,660,013.01
$191,717,539
$191,717,539.01
$202,441,367
$202,441,367.01
$214,083,119
$214,083,119.01
$225,956,987
$225,956,987.01
$238,150,767
$238,150,767.01
$250,659,618
$250,659,618.01
$262,697,851
$262,697,851.01
$275,304,751
$275,304,751.01
$288,507,308
$288,507,308.01
$302,035,537
$302,035,537.01
$316,131,558
$316,131,558.01
$330,870,715
:$330,870,715.01
$344,591,546
$344,591,546.01
$358,864,977
$358,864,977.01
$373,713,121
$373,713,121.01
$389,158,981
$389,158,981.01
$405,226,483
$405,226,483.01
$420,954,899
$420,954,899.01
$437,260,001.
$437,260,001.01
$454,162,205
$454,162,205.01
$471,682,634
$471,682,634.01
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.00C
EXHIBIT 7
Page 12 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 13 ===
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$O
$0
$0
$303,172,685
$303,172,685.01
$313,457,779
$313,457,779.01
$324,068,707
$324,068,707.01
$335,015,377
$335,015,377.01
$346,307,990
$346,307,990.01
$357,957,048 ' $357,957,048.01
$369,973,365
$369,973,365.01
$382,368,072
$382,368,072.01
$395,152,631
$395,152,631.01
$408,338,842
$408,338,842.01
$421,743,740
$421,743,740.01
$435,561,731
$435,561,731.01
$449,805,056
$449,805,056.01
$464,486,311
$464,486,311.01
$479,618,456
$479,618,456.01
$495,214,822
$495,214,822.01
$511,289,127
$511,289,127.01
$489,845,305
$489,845,305.01
$506,463,242
$506,463,242.01
$523,607,641
$523,607,641.01
$541;294,508
$541,294,508.01
$559,540,325
$559,540,325.01
$578,362,062
$578,362,062.01
$597,777,189
$597,777,189.01
$617,803,694
$617,803,694.01
$638,460,094
$638,460,094.01
$659,765,454
$659,765,454.01
$681,424,155
$681,424,155.01
$703,750,302
$703,750,302.01
$726,763,675
$726,763,675.01
$750,484,625
$750,484,625.01
$774,934;089
$774,934,089.01
$800,133,611
$800,133,611.01
$826,105,353
$826,105,353.01
Table 4 - Revenue Share Applicable Percentages - 70 mph
Band
1
2
3
Applicable Percentage
4.65%
9.30%
• 50%
Table 5 - Revenue Share Applicable Percentages - 80mph
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT Z
Page 13 of 14
EXECUȚION VERSION
FACILITY CONCESSION AGREEMENT
EX 7 - COMPENSATION TERMS


=== PDF PAGE 14 ===
Band
1
2
3
Applicable Percentage
9.05%
18.10%
50 %
Table 6 - Revenue Share Applicable Percentages - 85 mph
Band
Applicable Percentage
11.05%
2
3
22.10%
50 %
TEXAS DEPARTMENT OF TRANSPORTATION
SH 130 Segments 5 and 6
326044_10.DOC
EXHIBIT7
Page 14 of 14
EXECUTION VERSION
FACILITY CONCESSION AGREEMENT
EX7 - COMPENSATION TERMS
