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AMENDMENT NO.8 TO
FACILITY CONCESSION AGREEMENT
SH 130, SEGMENTS 5 & 6 FACILITY
THIS AMENDMENT NO. 8 TO FACILITY CONCESSION AGREEMENT
("Amendment") is entered into and effective as of 10-8-2010, 2010 between the
Texas Department of Transportation, a public agency of the State of Texas ("TxDOT"),
and SH 130 Concession Company, LLC, a Delaware limited liability company
("Developer"), with reference to the following facts:
TxDOT and Developer entered into that certain Facility Concession
Agreement dated as of March 22, 2007 (as amended, the "FCA"), together with related
agreements collectively referred to in the FCA as the "FCA Documents". All capitalized
terms used but not defined herein shall have the meanings set forth in the FCA.
The purpose of this amendment is to clarify the provisions
contained in FCA Exhibit 4 (Toll Regulation) and the Book 2 Technical Requirements, so
thai the FCA more clearly reflects the intent of the parties to establish a toll rate
methodology consistent with that utilized by TxDOT for its other toll road projects.
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, TxDOT and the Developer agree as follows:
Amendment to FCA Section 3.2.1. Section 3.2.1 of the FCA is hereby amended to
read as follows:
"3.2.1. The toll rates and charges in any year for use of a Tolling Zone within the
Facility shall not exceed the maximum amounts for each User Classification for such year
determined according to the toll rate policy, schedule and methodology set forth in Exhibit
4 to this Agreement,"
Amendment to Exhibit 4 to the FCA. Exhibit 4 to the FCA is hereby amended to
read in full as set forth in Attachment 1 to this Amendment.
Amendment to Book 2 Section 21.1. The last sentence of the first paragraph of
Section 21.1 of Book 2 is hereby amended to read as follows:
"Developer acknowledges that tolls shall be collected according to the screenline principle,
in which Users are assessed a toll whenever they pass a given mainline plaza or a ramp
plaza, regardless of the distance traveled on the Facility or within a Tolling Zone, and not
according to the point-to-point principle in which Users are assessed a toll depending on
the distance traveled."
Effectiveness of FCA Documents. Except as specifically amended hereby, the
/ provisions of the FCA Documents, as previously amended by Amendments 1 - 7, are
hereby confirmed without change.
5.
Binding Effect of Amendment. This Amendment is entered into pursuant to
Section 24.3 of the FCA, and shall be valid, effective and enforceable.


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Counterparts. This Amendment may be executed in multiple counterparts, each of
which shall be fully effective as an original and all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the day and year first above written.
Developer
SH 130 CONCESSION COMPANY LLC TEXAS DEPARTMENT OF TRANSPORTATION
By:
Tapl
Name:
Javeir
Guterrez
Title: Chief Executive Officer
By:
ZES
Name:
STEVE-E. SimMon
Title:_
DEPUTY EXEWTAE DRLER


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ATTACHMENT 1
EXHIBIT 4
TOLL REGULATION
Toll Rates and Charges
A.
Maximum Toll Rate
1.
On the Service Commencement Date and on each anniversary of the Service
Commencement Date during the Term, the Maximum Toll Rate will be adjusted for the
next 12-month period in accordance with the following formula:
Maximum Toll Rate' = Maximum Toll Rate Base x {NGSPPC*/ NGSPPC Base}
Where:
Maximum Toll Rate=the maximum toll per mile for Users that travel the full length
of a Tolling Zone (prorated for each 1/10** mile), in U.S. dollars, for an applicable
12-month period for a vehicle, determined by User Classification.
t= the next 12-month time period,measured from the Service Commencement
Date and each anniversary of the Service Commencement Date.
Maximum Toll Rate' =the Maximum Toll Rate for the next 12 month period. For
example, ifthe Service Commencement Date is June 1,2011 and the year is
2014, the Maximum Toll Rate214 will be the toll rate for each applicable User
Classification from June 1, 2014 until May 31, 2015.
Maximum Toll Rate Base = the Maximum Toll Rate (prorated for each 1/10t" mile)
for calendar year 2006 for each User Classification set forth in Table 4-1 below.
NGSPPC Base = 42,974.82 being the quotient of 2005 NGSP value and 2005 PC
each published by the Bureau of Economic Analysis in June 2006.
NGSPPC' = the greater of NGSP*/ PC* or NGSPPC+1
NGSP* = the most recently published value of the nominal gross state product for
the State of Texas as published by Bureau of Economic Analysis prior to the
anniversary date of the Service Commencement Date in year t. For example, if
the Service Commencement Date is June 1,2011 and the most recent publication
of the value of the nominal gross state product for the State of Texas was in
December 2013, NGSP2014 will be nominal gross state product for the State of
Texas as published by Bureau of Economic Analysis in December 2013.
PC* = the most recently published annual estimate of the population for the State
of Texas as published by Bureau of Economic Analysis prior to the anniversary


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date of the Service Commencement Date in year t. For example, if the Service
CommencementDate is June1,2011 and the most recent publication of the
annual estimate of the population for the State of Texas was in March 2014, PC2014
will be the estimate of the population for the State of Texas as published by
Bureau of Economic Analysis in March 2014.
NGSPPC* = the nominal gross state product per capita value used in yeart-1.
In the event that the Bureau of Economic Analysis discontinues publishing nominal
gross state product or population data or changes the frequency in which it
publishes the foregoing, then the Parties will select a mutually acceptable
publication of comparable figures that has the original frequency of publication and
a comparable basis for computation. In the event the Parties fail to make such
selection, the selection of an alternate publication shall be made by the Disputes
Board upon application by either Party.
2.
The resulting Maximum TollRate for each User Classification wilf be rounded to
the nearest tenth of a cent ($0.001).
Developer shall have the right to change toll rates for each User Classification at
any time or times, provided that (a) the toll rates charged to Users that travel the full
length of a Talling Zone do not exceed the applicable Maximum Toil Rate, (b) the toll rates
charged are rounded to the nearest tenth of a cent ($0.001) and (c) Developer first
complies with Section 3.2.3 of the Agreement.
4.
The Parties hereby establish the following User Classifications, further defined in
Table 4-1:
Table 4-1
User
Classification
Description
A.
B.
Vehicles, including
motorcycles
Same as Classification A
Maximum
Toll Rate
Base
$0.125
$0.25
Measurements
D.
Larger vehicle without
trailer
Larger vehicle with one
trailer
$0.375
$0.50
Height <7'; and
Length < 20'
Same as User
Classification A
vehicle, plus a
trailer
Height 7' to 12';
or Length 20' to
Height >12; or
Length >46'
4


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Any vehicle with more than
one trailer or any vehicie
exceeding the length or
height measurement for
User Classification C which
is not a special class
vehicle
Special class vehicle
$0.625 mile
Any
measurement
F.
Defined
below
Protocols: Measurements are determinedby the highest point of any vehicle or its
attached trailers and the total length of the vehicle plus all of its attached trailers. Towed
vehicles of any type are classified as a trailer. Special class vehicles are defined as
vehicles meeting one or more of the following characteristics: (a) over 86" wide; (b) over
14' tall; (c) over 65' long; (d) over 80,000 pounds; or (e) any vehicle otherwise required to
obtain a permit for travel on state highways under applicable Law.
The Maximum Toll Rate for Special Vehicles shall not exceed the sum of:
• Lost revenue due to lane closures or impeded traffic flow;
• Additional wear and tear on the roadway due to oversize, overweight condition;
• Expenses for special services such as escort, additional security, lane closures,
physical modifications to the roadway;
• Other direct costs associated with the trip; and
• 5 times the highest regular toll rate in effect at the time of the trip.
Other Exempt Vehicles: None
B. Toll Charges
1.
The amount charged by the Developer for use of any Tolling Zone ("Toll Charges")
shall be based on the tolled length of each Tolling Zone as shown in Table 4-2 regardless
of the distance traveled on the Facility or within a Tolling Zone.
Table 4-2
Plaza /
Tolling
Zone
Location Northbound (NB) and Southbound
(SB)
L1
NB frontage to NB mainlane south of CR 176
L2
SB main lane to SB frontage south of CR 176
T1
Approx. STA 3225+000
L4
NB mainlane to NB frontage south of FM 1185
Beginning
Tolled length
and ending
cross roads
4.853
SH 45 to SH
21
4.853
SH 45 to SH
21
12.879
SH 45 to US
183
2.667
FM 1185 to
US 183
5


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L5
L6
L7
T2
L9
L10
L11
L12
L13
L14
SB frontage to SB mainlane south of FM 1185
NB frontage toNB mainlanesouthof FM 2001
SBmainlaneto SB frontage south of FM 2001
Approx. STA 4000+000
NB mainlane to SH 80
SH80 to SB mainlane @
NB mainlane to FM 621
FM 621 to SB mainlane
NB mainlane to FM 20
FM 20 to SB mainlane
2.667
4.140
4.140
28.144
16.212
16.212
13.488
13.488
6.915
6.915
FM 1185 to
US 183
US 183 to
CR 218
US 183 to
CR.218
US 183 to I-
10
SH 80 to -
10
SH 80 to 1-
10
FM 621 to 1-
10
FM 621 to l-
10
FM 20 to 1-
10
FM 20 to 1-
10
Maximum Toll Charges for passing agiven mainline plaza or ramp plaza and for
each User Classification shall be calculated as shown in Table 4-3:
Table 4-3
Plaza /
Tolling Zone
L1
L2
T1
L4
L5
L6
L7
T2
L9
Maximum Toll Charge
Maximum Toll Charge (L1)' = Maximum Toll Rate' x 4.853
Maximum Toll Charge (L2)' = Maximum Toll Rate'x 4.853
Maximum Toll Charge (T1)* = Maximum Toll Rate' x 12.879
Maximum Toll Charge (L4)* = Maximum Toll Rate' x 2.667
Maximum Toll Charge (L5)* = Maximum Toll Rate' x 2.667
Maximum Toil Charge (L6)' = Maximum Toll Rate' x 4.140
Maximum Toll Charge (L7)' = Maximum Toll Rate* x 4.140
Maximum Toll Charge (T2)' = Maximum Toll Rate' x 28.144
Maximum Toll Charge (L9)' = Maximum Toll Rate' x 16.212
6


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L10
L11
L12
L13
L14
Maximum Toll Charge (L10)' = Maximum Toll Rate' x 16.212
Maximum Toll Charge (L11)' = Maximum Toll Rate'x 13.488
Maximum Toll Charge (L12)* = Maximum Toll Rate* x 13.488
Maximum Toll Charge (L13)* = Maximum Toll Rate* x 6.915
Maximum Toll Charge (L14)* = Maximum Toll Rate x 6.915
Tolling Zones and plaza locations are hereby established, as shown on Appendix 1
attached to this Exhibit 4. Any changes or additions to the established Tolling Zones or
plaza locations, or to the Tolling Zone lengths shown in Table 4-2, will be subject to
TxDOT's consent, in its sole discretion.


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BAS T0D
3*342
Appendix 1 to Exhibit 4
Tolling Zones and Plaza Locations
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S8i23
CR 129
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C4242
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