
=== PDF PAGE 1 ===
  I ~~ Texas  Department  of  Transportation




  DEWITT C.  GREER  STATE HIGHWAY  BLDG. ·125 E.  11TH STREET·  AUSTIN,  TEXAS  78701-2483.  (512) 463-8585
  June  30,  2009






Mr. Jose  Labarra
SH  130 Concession  Company,  LLC
7700 Chevy  Chase  Drive
Chase  Park  One,  Suite 350
Austin,  Texas  78752-1562

RE:  Change Order No.3  (Reverse Stacking at CR 222  and  CR 218) and
  Facility Concession  Agreement  (FCA) Amendment  No.6

Dear  Mr. Labarra:

This letter is being  delivered to  you  to  issue Change  Order No.3  pursuant  to  Article 14
of the FCA for the SH  130, Segments  5&6  facility dated  March  22,  2007,  (as  amended,
the  FCA)  between  the  Texas  Department  of  Transportation  (TxDOT)  and SH  130
Concession  Company,  LLC  (Developer).  Initially capitalized terms  not  otherwise
defined in  this letter shall have  the meanings  given those  terms in the FCA.

Change  Order No.  3  implements  Change  Request  No.  1  dated  April 22,  2009,  which
was  submitted  by  Developer  on  April 23, 2009  (the Change  Request).  Pursuant  to
Change  Order No.3,  Developer  shall revise the design  of  the  Facility based  on  the
Change  Request  and  the following  FCA Amendment  No.6:

For  good  and  valuable  consideration,  the  receipt and  sufficiency  of  which  is hereby
acknowledged,  TxDOT  and  the Developer agree  as  follows:

  1.  Attachment  9  (Cross  Road  Matrix)  to  Book  2  (Technical  Requirements)  of  the
  FCA  is amended  by  changing  the position  (over/under)  of CR 222  and  CR  218
  (Maple  Street). The  Cross  Road  Matrix shall be  amended  to  reflect CR  222  and
  CR 218  cross  "Over SH  130".
  2.  As  hereby  amended  the FCA  is in  full force  and  effect.

Approval  of  Change  Order  No.  3  does  not  grant  any  additional  deviations  or
amendments  other than  the amendment  listed above.











  THE TEXAS  PLAN
  REDUCE  CONGESTION·  ENHANCE  SAFETY·  EXPAND  ECONOMIC  OPPORTUNITY.  IMPROVE  AIR  QUALITY
  INCREASE  THE  VALUE  OF  OUR  TRANSPORTATION  ASSETS

  An  Equal  Opportunity  Employer

=== PDF PAGE 2 ===
 Mr. Jose  Labarra  -2-  June 30,  2009
 SH 130  FCA Amendment  NO.6




TxDOT's  acceptance  of the Change  Request  as  reflected in  this Change  Order NO.3 is
conditioned  upon  the following:

  1.  Developer  shall be  solely  responsible  for  payment  of  any  increased  costs
  associated  with utility adjustments  and  utility easements  resulting from  the
  Change  Request.
  2.  Notwithstanding anything  to  the contrary  contained  in  this Change  Order No.  30r
  in  the FCA,  TxDOT  will not  be  liable for toll impacts,  for any  revenue  losses, or
  other direct Developer impacts  resulting from  the future expansion  of CR  222  or
  CR  218  to  the Ultimate  Configuration  (the "Future  Expansion"),  provided  that
  (i)'TxDOT  utilizes good  industry  practice  and  construction  methods  to  carry  out
  such  Future  Expansion  and  (ii) in  the  event  that TxDOT hires a  third party
  contractor  to  perform  any  portion  of  the  Future  Expansion,  TxDOT  shall use
  commercially  reasonable  efforts to  obtain  from  such  third party  contractor,
  through  insurance  or  otherwise,  an  indemnity  of Developer  for  any  physical
  damage  to  the Facility or  third party  claims  resulting from  the work  performed  by
  such  third party  contractor  in connection  with the Future  Expansion.

The  specific details, cost  and  scope  of Change  Order NO.3  are  included  in the Change
Request  and  related correspondence  from  Tim  Brunette  to  Frank  Holzmann  dated
April 7,  2009,  a  copy  of  which  is attached  hereto  and  incorporated  herein  for all
purposes.

In  addition to  the conditions  and  amendments  set forth above,  Developer shall be  solely
responsible  for  payment  of  any  increased  costs,  for any  revenue losses and  for  any
Facility Schedule  delays  or  other  impacts  resulting from  this change  order  and  FCA
amendment.

If the foregoing  correctly  reflects your  understanding  of  our  mutual  agreement,  please
so  indicate by  signing  both  copies  of  this letter in  the space  provided  and  retuming  a
signed original to  the office of Frank  Holzmann.

=== PDF PAGE 3 ===
Mr. Jose  Labarra  -3-  June  30,  2009
 SH  130 FCA Amendment  No.6




This letter may  be  signed  in  two  or  more  counterparts,  each  of which  shall be  deemed
an  original, but  all of which  together shall constitute one  and  the same  instrument.

  Sincerely,



  Phillip . Russell, P.E.
  Assistant Executive  Director
  Innovative  Project Development

Attachments:  Correspondence  dated April 7, 2009 from  Tim  Brunette to
  Frank  Holzmann.
  Change  Request  No.1  dated 04/22/2009

cc:  Don  Toner, SRIWA, Texas  Turnpike  Authority Division, TxDOT
  Brett Jackson,  FHWA
  Frank  P.  Holzmann  P.E.,  San Antonio  District, SAMI  Office



ACCEPTED AND AGR~ED
THIS  \-;1"" DAY  OF  E.;.2009
  tn$l
SH  130 CONC  ION  COMPANY,  LLC



By:  __  ~ __  ~ ____________  ___