
=== PDF PAGE 1 ===
  EXECUTION COPY

  AMENDMENT NO. 21 TO
  FACILITY CONCESSION AGREEMENT
  SH 130, SEGMENTS 5 & 6 FACILITY

  THIS AMENDMENT NO.  21 TO FACILITY CONCESSION AGREEMENT (this
“Amendment”) is entered into and effective as of June 28, 2017 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:

  A.  TxDOT and Developer entered into that certain Facility Concession Agreement
dated as of March 22, 2007 (as amended, the “Agreement”), together with related agreements
collectively referred to in the Agreement as the “FCA Documents.”  All capitalized terms used but
not defined herein shall have the meanings set forth in the Agreement.

  B.  TxDOT and Developer have entered into that certain Joint Stipulation dated May
16, 2017 (“Joint Stipulation”) in connection with the Chapter 11 proceedings jointly administered
as Case No. 16-  10262 in the U.S. Bankruptcy Court for the Western District of Texas, Austin
Division (the “Chapter 11 Cases”).

  C.  As reflected in the Joint Stipulation, TxDOT and the Developer have agreed to
make certain revisions and clarifications to the FCA Documents as provided herein, in order to
resolve certain of the disputes raised in the Cure Notice, Cure Objection and Cure Repl y, each as
defined in the Joint Stipulation, and thereby facilitate the reorganization contemplated in the
Modified Second Amended Joint Plan of Reorganization filed in the Chapter 11 Cases on April
21, 2017 [Docket No. 696] (the “Chapter 11 Plan”), and the reorganized Developer’s continued
operation and administration of the Facility.

  NOW, THEREFORE, for good and valuable consideration and the mutual covenants and
agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the
Developer and TxDOT hereby agree to the following amendments to the FCA Documents:

  1.  2017 Remedial Plan.  The following pr  ovisions are added to the Agreement
  concerning the remedial plan submitted to TxDOT by the Developer on October 14,
  2016, as revised and resubmitted on December 20, 2016,  and approved by TxDOT on
  January 25, 2017 (the “2017 Remedial Plan”):

  (a) The 2017 Remedial Plan is hereby incorporated into and made a part of the
  Agreement.

  (b) The 2017 Remedial Plan requires the Developer to satisf y the criteria for Substantial
  Completion (as defined and set forth in the 2017 Remedial Plan) within 720 days after
  the occurrence of the Effective Date, as defined in the Joint Stipulation (the “Substantial
  Completion Milestone Date”).

  (c)  Developer shall be liable for and pay to TxDOT liquidated damages as set forth
  below (the “Liquidated Damages”) as a result of Developer’s failure to satisfy all of the
  criteria for Substantial Completion in accordance with the 2017 Remedial Plan by the




4839-2130-3882v.5


=== PDF PAGE 2 ===
  Substantial Completion Milestone Date.  The amounts of such Liquidated Damages shall
  accrue as follows:

  Da ys  1 –30:  $20,000 / day
  Da ys  31-  60:  $30,000 / day
  Days 61 –90:  $40,000 / day
  Each day thereafter, starting with day 91:  $50,000 / day

  Liquidated Damages shall commence to accrue on the first day after the Substantial
  Completion Milestone Date, and shall continue to accrue on a dail y basis until, and such
  accrual will cease when, all of the criteria for Substantial Completion have been satisfied
  in accordance with the 2017 Remedial Plan.

  Subject to the exceptions listed below in this Section 1(c)  , notwithstanding any other
  provision of the FCA Documents to the contrary, Liquidated Damages shall constitute
  TxDOT’s sole and exclusive remed y for Developer’s failure to timely comply with an y
  of the elements of the 2017 Remedial Plan and for the events and circumstances intended
  to be remediated b y the 2017 Remedial Plan; provided, however, that this limitation shall
  not apply to (i) TxDOT’s remedies for Developer’s failure to pay the Liquidated
  Damages when due in accordance with Section 1(f)  of this Amendment; (ii) TxDOT’s
  right to issue Safety Compliance Orders in accordance with Section 12.4 of the
  Agreement; (iii) TxDOT’s remedies for Developer’s failure to meet Safety Standards or
  perform Safet y Compliance pursuant to Section 17.3.3 of the Agreement; (iv) TxDOT’s
  step-in rights pursuant to Section 17.3.4 of the Agreement; (v) TxDOT’s right to suspend
  the Work pursuant to Section 17.3.7 of the Agreement; (vi) TxDOT’s right of immediate
  entry and cure of wrongful closure pursuant to Section 17.3.2 of the Agreement; and (vii)
  TxDOT’s  remedies for Developer’s failure to satisfy all of the criteria for Substantial
  Completion in accordance with the 2017 Remedial Plan by 365 days after the Substantial
  Completion Milestone Date (which would constitute at such time a Developer Default
  under Section 17.1.1.12(b) of the Agreement).

  (d)  Developer acknowledges that such Liquidated Damages are reasonable in order to
  compensate TxDOT for damages it will incur as a result of late completion of the
  elements of the 2017 Remedial Plan.

  (e)  B y n o  l ater than ninet y (90) calendar da ys after the Effective Date, Developer shall
  provide to TxDOT a standby letter of credit in substantially the form of Exhibit 1  hereto
  (or otherwise in acceptable form to TxDOT in its reasonable discretion) (the “Remedial
  Plan LoC”), in the amount of $1,000,000 for the purpose of securing Developer’s
  obligation to pay any outstanding Liquidated Damages arising hereunder; provided,
  however, that if Developer fails to provide the Remedial Plan LoC to TxDOT within such
  ninety (90) day period, Developer shall be obligated to provide to TxDOT the Remedial
  Plan LoC in the amount of $2,000,000. Upon Developer’s satisfaction of the criteria for
  Substantial Completion set forth in the 2017 Remedial Plan, TxDOT will promptly (i)
  return the original Remedial Plan LoC to Developer, and (ii) provide reasonable
  cooperation for the cancellation of the Remedial Plan LoC.





  2
#4819-9834-3240v9


=== PDF PAGE 3 ===
  (f)  Developer shall pay an y Liquidated Damages owing under this Amendment within
  ten (10) Business Days after TxDOT delivers to Developer TxDOT’s invoice or demand
  therefor, such invoice or demand to be issued in arrears not more often than monthly.
  TxDOT shall have the right to draw on the Remedial Plan LoC if Developer fails to pay
  any Liquidated Damages accrued hereunder within the time frame specified in the
  preceding sentence, following TxDOT’s delivery of an invoice or demand for such
  Liquidated Damages, such draw not to exceed the amount of such accrued and
  outstanding Liquidated Damages.

  In the event that Liquidated Damages accrued hereunder are not paid as provided in this
  subsection 1(g), after drawing by TxDOT on the Remedial Plan LoC (if applicable) in
  accordance with the terms thereof and the application of the proceeds to payment of an y
  Liquidated Damages then due, then such failure to pay shall be a material failure to pay
  and a Developer Default under Section 17.1.1.5 of the Agreement shall apply.

  2.  Amendment of Exhibit 20, Attachment 1 (Noncompliance Points Table).

  Reference 7.5 of Attachment 1 is hereb y amended to clarify that the quarterly audit Asset
  Condition Score requirement applies to each Element Category, consistent with the
  provisions in Table 19.7.2-  1 of the FCA Technical Requirements.

  3.  Sales Tax Letter of Credit and Additional Concession Payment  .  Notwithstanding
  anything to the contrary in the FCA Documents or the October 31, 2012 Letter
  Agreement Concerning Sales Tax Exemption Certification, Sales Tax Refund and Letter
  of Credit between TxDOT and Developer, the following provisions are hereby added to
  the Agreement concerning the State sales tax letter of credit dated March 22, 2007 issued
  by JPMorgan Chase Bank, N.A. for the benefit of TxDOT (“Original Sales Tax LoC”):

  (a)  As set forth in the Joint Stipulation, on  the Effective Date: (i) Developer shall make
  an Additional Concession Payment to TxDOT in the amount of $392,110.69 and (ii)
  TxDOT shall submit a reduction notice in accordance with the provisions of the Sales
  Tax LoC so that the face value is reduced to $510,000.00.

  (b)  TxDOT acknowledges and agrees to accept a standby letter of credit in substantially
  the form of Exhibit 2 hereto (or otherwise in acceptable form to TxDOT in its reasonable
  discretion), in an amount equal to the then outstanding and undrawn amount of the
  Original Sales Tax LoC, in complete replacement and substitution of the Original Sales
  Tax LoC (the “Replacement Sales Tax LoC”).  Upon TxDOT’s receipt of the original
  Replacement Sales Tax LoC, TxDOT will promptly (i) return the original O  riginal Sales
  Tax LoC to Developer, and (ii) provide reasonable cooperation for the cancellation of the
  Original Sales Tax LoC.

  (c)  The Original Sales Tax LoC or, to the extent applicable, the Replacement Sales Tax
  LoC (as applicable, the “Sales Tax LoC”) shall remain available to secure payment, in
  accordance with the terms of the Agreement, of any remaining State sales tax liability
  incurred by Developer for the acquisition of tolling and communications equipment
  installed as part of the original Construction Work (the “Tolling Equipment”), and




  3
#4819-9834-3240v9


=== PDF PAGE 4 ===
  payment of an y amount due to TxDOT under Section 3(e)  , below, until the release of the
  Sales Tax LoC in accordance with Section 3(f)  , below.

  (d)  Within thirty (30) calendar days after the Effective Date, Developer shall submit a
  request to the Texas Comptroller of Public Accounts for a ruling as to the amount of State
  sales tax (if any) that Developer is required to pay for the Tolling Equipment (the
  “Comptroller Supplemental Ruling”).

  (e)  Developer shall provide TxDOT with a certified copy of the Comptroller
  Supplemental Ruling promptly upon receipt, and, within ten (10) Business Days
  thereafter, Developer shall make an Additional Concession Payment to TxDOT in an
  amount equal to the difference between (i) $510,000.00,  minus  (ii) the amount of State
  sales tax (if any) that Developer is required to pay based on the Comptroller
  Supplemental Ruling.

  (f)  TxDOT shall release and return the Sales Tax LoC to Developer upon either (i)
  Developer’s payment of the Additional Concession Payment described in  Section 3(e),
  above, or (ii) Developer’s delivery of a certified copy of the Comptroller Supplemental
  Ruling establishing that the amount of State sales tax on the Tolling Equipment equals
  or exceeds the remaining face value of the Sales Tax LoC specified in Section 3(a)  ,
  above.

  (g)  Except for the obligations described herein concerning the Sales Tax LoC,  TxDOT
  shall have no liability or obligation for payment of any State sales taxes (or any other
  taxes) imposed in connection with the matters in respect of which the Sales Tax LoC was
  maintained. Notwithstanding anything to the contrary in the FCA Documents or herein,
  Developer’s maximum aggregate liability with respect to its obligations under Section
  3(d) shall be limite  d to $510,000.00.

  4.  Amendment of Technical Requirements Section 19 (Maintenance)

  The following sentence is hereby added at the end of Section 19.1 (General
  Requirements):

  “As used throughout this Section 19, the term ‘undertake’ or ‘undertaken’ means
  ‘to complete’ a given activity or task.”

  5.  Effectiveness of  FCA Documents.  Except as specifically amended hereby, the
  provisions of the FCA Documents, as previousl y amended b y Amendments Nos. 1 –  19
  to the Agreement, are hereby confirmed without change.

  6.  Binding Effect of Amendment.  This Amendment is entered into pursuant to
  Section 24.3 of the Agreement, and shall be valid, effective and enforceable upon full
  execution by the Parties.

  7.  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.




  4
#4819-9834-3240v9


=== PDF PAGE 5 ===
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
By:
Name:
Title:
AnduaV Burle, II
Andrew V. Bailey II
Chief Executive Officer
TxDOT:
TEXAS DEPARTMENT OF
TRANSPORTATION
Bу:
Name:
Title:
[Signature Page to FCA Amendment No. 21]


=== PDF PAGE 6 ===
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
By:
Name:
Title:
IxDOT:
TEXAS DEPARTMENT OF
TRANSPORTATION
By:
slioaallims
Name: Marc D. Williams, P.E
Title: Deputy Executive Director


=== PDF PAGE 7 ===
[Form of Remedial Plan LoC]
(Begins on next page)
EXHIBIT 1


=== PDF PAGE 8 ===
BOKF, NA
1(918) 588-6601 / 1(800)285-  6829
INTERNATIONAL BANKING CENTER
ONE WILLIAMS CENTER, PLAZA EAST
TULSA, OK  74172, USA

  STANDBY LETTER OF CREDIT - DRAFT

DATE:  06/22/17


WE HAVE PREPARED THIS DRAFT UPON REQUEST AND BASED ON INFORMATION SUPPLIED
TO US. NO REPRESENTATION OR COMMITMENT IS MADE BY US REGARDING THE ACCURACY
OR SUITABILITY OF THIS DRAFT FOR ITS INTENDED PURPOSE OR THE WILLINGNESS OF
OUR BANK TO ISSUE A LETTER OF CREDIT IN THIS OR ANY OTHER FORM.

  DRAFT APPROVED BY:


  ________________________
  APPLICANT'S SIGNATURE
  (Pls initial rest of pages & send all pages back)


L/C NO:  <TO BE ASSIGNED WHEN ISSUED>

TYPE:  IRREVOCABLE
AMOUNT:  1,000,000.00 USD

DATE OF EXPIRY:  <ONE  YEAR FROM ISSUANCE>

PLACE OF EXPIRY:  TULSA, OKLAHOMA

APPLICANT:
SH 130 CONCESSION COMPANY, LLC
10800 N US 183 HWY NB
BUDA, TX 78610

BENEFICIARY:
TEXAS DEPARTMENT OF TRANSPORTATION
125 E. 11TH STREET
AUSTIN, TEXAS 78701-  2483
ATTN: ________________

WE HEREBY ISSUE OUR IRREVOCABLE STAND -BY LETTER OF CREDIT NO. BOK17SDP0----
IN FAVOR OF THE TEXAS DEPARTMENT OF TRANSPORTATION (‘‘  TXDOT’’) AND FOR THE
ACCOUNT OF SH 130 CONCESSION COMPANY, LLC (THE ‘‘  DEVELOPER’’  ) UP  TO AN
AGGREGATE AMOUNT OF U.S. $1,000,000.00 (AS REDUCED FROM TIME TO TIME IN
ACCORDANCE WITH THE PROVISIONS HEREOF, THE ‘‘  STATED AMOUNT’’  ).

EACH DRAWING PAID HEREUNDER SHALL PERMANENTLY REDUCE THE STATED AMOUNT BY
THE AMOUNT OF SUCH DRAWING. IN ADDITION, AS OF THE DATE WE RECEIVE YOUR
REDUCTION NOTICE IN THE FORM OF ANNEX A HERETO, THE STATED AMOUNT SHALL


=== PDF PAGE 9 ===
REDUCE BY THE AMOUNT SPECIFIED AS THE ‘‘  REDUCTION AMOUNT’’  THEREIN. EXCEPT
AS HEREIN PROVIDED, THIS LETTER OF CREDIT IS UNCONDITIONAL.

A REQUEST TO DRAW UNDER THIS LETTER OF CREDIT (‘‘  DEMAND FOR PAYMENT’’  ) MAY
BE MADE BY YOU BY PRESENTATION TO US ON ANY BUSINESS DAY (AS HEREINAFTER
DEFINED) AT BOKF, NA, INTERNATIONAL DEPARTMENT, LOCATED AT ONE WILLIAMS
CENTER, PLAZA EAST, TULSA, OKLAHOMA, 74172 OF YOUR SIGHT  DRAFT DRAWN ON US
MENTIONING OUR LETTER OF CREDIT NO. BOK17SDP0 ---- IN THE FORM OF ANNEX B
ATTACHED HERETO, ACCOMPANIED BY A DRAWING CERTIFICATE IN THE FORM OF ANNEX C
ATTACHED HERETO, EACH DULY COMPLETED AND SIGNED BY A PERSON IDENTIFYING
HIMSELF OR HERSELF AS THE [EXECUTIVE DIRECTOR] OF TXDOT (WHETHER ACTING OR
ACTUAL). MULTIPLE DRAWINGS ARE AVAILABLE TO YOU HEREUNDER PROVIDED THAT THE
AGGREGATE AMOUNT OF ALL SUCH DRAWINGS SHALL NOT EXCEED THE STATED AMOUNT.

DRAWINGS BY FACSIMILE TO FACSIMILE NUMBER 918 -588-6026 ARE ACCEPTABLE (EACH
SUCH DRAWING, A ‘‘  FAX DRAWING’’  ) PROVIDED HOWEVER THAT A FAX DRAWING WILL
NOT BE EFFECTIVELY PRESENTED UNTIL YOU CONFIRM BY TELEPHONE OUR RECEIPT OF
SUCH FAX DRAWING BY CALLING US AT TELEPHONE NUMBER 918-  588-  6649. FOR
PURPOSES OF THIS LETTER OF CREDIT, A ‘‘  BUSINESS DAY’’  MEANS A DAY OTHER THAN
A SATURDAY, SUNDAY OR OTHER DAY ON WHICH BANKING INSTITUTIONS IN THE STATE
OF TEXAS ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE FOR BUSINESS.

IF A DEMAND FOR PAYMENT IS MADE BY YOU HEREUNDER  AT OR PRIOR TO 10:00 A.M.,
CENTRAL TIME, ON A BUSINESS DAY, AND PROVIDED THAT SUCH DEMAND FOR PAYMENT
CONFORMS TO THE TERMS AND CONDITIONS HEREOF, PAYMENT SHALL BE MADE BY US TO
YOU IN IMMEDIATELY AVAILABLE FUNDS FREE AND CLEAR OF AND WITHOUT DEDUCTION
FOR  ANY TAXES, DUTIES, FEES, LIENS, SET-  OFFS OR OTHER DEDUCTIONS OF ANY KIND
AND REGARDLESS OF ANY OBJECTION BY ANY THIRD PARTY (SUBJECT TO ANY COURT
ORDER OR JUDGMENT), TO THE ACCOUNT DESIGNATED BELOW OR SUCH OTHER ACCOUNT AT
A NATIONAL BANK IN THE UNITED STATES OF AMERICA THAT YOU MAY DESIGNATE IN
THE DEMAND FOR PAYMENT ON THE NEXT BUSINESS DAY AFTER DEMAND IS MADE.

IF A DEMAND FOR PAYMENT IS MADE BY YOU HEREUNDER AFTER 10:00 A.M., CENTRAL
TIME, ON A BUSINESS DAY, AND PROVIDED THAT SUCH DEMAND FOR PAYMENT CONFORMS
TO THE TERMS AND CONDITIONS HEREOF, SUCH PAYMENT SHALL BE MADE TO THE
ACCOUNT YOU SPECIFY IN YOUR DRAWING CERTIFICATE NO LATER THAN THE CLOSE OF
BUSINESS, LOCAL TIME OF THE LOCATION OF SUCH ACCOUNT, ON THE SECOND BUSINESS
DAY AFTER DEMAND IS MADE. PAYMENT UNDER THIS LETTER OF CREDIT SHALL BE MADE
IN SAME DAY FUNDS, BY WIRE TRANSFER TO SUCH ACCOUNT YOU SPECIFY IN YOUR
DRAWING CERTIFICATE.

OUR OBLIGATIONS HEREUNDER ARE PRIMARY OBLIGATIONS TO TXDOT AND SHALL NOT BE
AFFECTED BY THE OBLIGATIONS OF THE DEVELOPER UNDER THE FACILITY CONCESSION
AGREEMENT DATED AS OF MARCH 22, 2007 BETWEEN TXDOT AND THE DEVELOPER (AS
AMENDED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, THE  ‘‘FACILITY
CONCESSION AGREEMENT’’) OR UNDER ANY OTHER AGREEMENT WITH TXDOT OR BY ANY
BANKRUPTCY OR OTHER INSOLVENCY PROCEEDING INITIATED BY OR AGAINST THE
DEVELOPER. THE DEVELOPER IS NOT THE OWNER OF OR BENEFICIARY UNDER THIS
LETTER OF CREDIT AND POSSESSES NO INTEREST WHATSOEVER IN THIS LETTER OF
CREDIT OR PROCEEDS OF SAME. WE ENGAGE WITH YOU THAT ANY DRAWS MADE UNDER AND
IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED
ON SIGHT IF PRESENTED TO US ON OR BEFORE THE EXPIRATION DATE (AS HEREINAFTER
DEFINED).



=== PDF PAGE 10 ===
IF ANY DEMAND FOR PAYMENT DELIVERED BY YOU HEREUNDER DOES NOT, IN ANY
INSTANCE, CONFORM TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, WE
SHALL GIVE YOU NOTICE THEREOF, STATING THE REASONS THEREFOR AND THAT WE WILL
UPON YOUR INSTRUCTIONS HOLD ANY DOCUMENT AT YOUR DISPOSAL OR RETURN THE SAME
TO YOU. UPON RECEIPT OF ANY SUCH NOTICE, YOU MAY ATTEMPT TO CORRECT ANY SUCH
NON-  CONFORMANCE; PROVIDED, HOWEVER, THAT ANY DEMAND FOR PAYMENT PRESENTED TO
CORRECT SUCH NON-  CONFORMING DEMAND MUST BE PRESENTED ON OR PRIOR TO THE
EXPIRATION OF THIS LETTER OF CREDIT.

THE ‘‘EXPIRATION DATE’’  OF THIS LETTER OF CREDIT SHALL MEAN THE DATE WHICH
IS THE LATER OF (MONTH)--  , 2018 (THE ‘‘  STATED EXPIRY DATE’’  ) OR SUCH DATE AS
TO WHICH EXPIRATION OF THIS LETTER OF CREDIT MAY BE EXTENDED IN ACCORDANCE
WITH THE TERMS HEREOF. THE EXPIRATION DA TE SHALL BE EXTENDED WITHOUT
AMENDMENT FOR SUCCESSIVE ONE YEAR PERIODS FROM THE STATED EXPIRY DATE,
UNLESS AT LEAST 45 DAYS PRIOR TO THE THEN EFFECTIVE EXPIRATION DATE WE SHALL
NOTIFY TXDOT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR COURIER MAIL
THAT WE ARE NOT TENDING THIS LETTER OF CREDIT FOR AN ADDITIONAL ONE YEAR
PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS
LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE FINAL EXPIRATION DATE OF
(MONTH) --, 2022. ANY REFERENCE TO A FINAL EXPIRATION DATE DOES NOT IMPLY
THAT WE ARE OBLIGATED TO EXTEND THE EXPIRATION DATE BEYOND THE INITIAL OR
ANY EXTENDED DATE THEREOF.

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS, 2007 REVISION, INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 600 (THE ‘‘  UCP’’  ). AS TO MATTERS NOT GOVERNED BY THE UCP,
THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.

BOKF, NA





......................
ANDY KRIDER
VP, INTL OPERATIONS






















=== PDF PAGE 11 ===
  ANNEX  A
  REDUCTION NOTICE

[DATE]

BOKF, NA
ONE WILLIAMS CENTER –  PLAZA EAST
TULSA, OK 74172

ATTENTION:  INTERNATIONAL DEPT.

  RE:  REDUCTION NOTICE:  IRREVOCABLE STANDBY LETTER OF CREDIT NO.
  BOK17SDP0----

LADIES AND GENTLEMEN:

REFERENCE IS MADE TO YOUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. [___]
DATED [___], 2017, (THE “LETTER OF CREDIT”) ISSUED BY YOU TO THE UNDERSIGNED
FOR THE ACCOUNT OF SH 130 CONCESSION COMPANY, LLC (THE “DEVELOPER”).  ANY
CAPITALIZED TERM USED BUT NOT DEFINED IN THIS CERTIFICATE OR ATTACHED
STATEMENT SHALL, UNLESS OTHERWISE STATED, HAVE THE MEANING ASSIGNED TO IT IN
THE LETTER OF CREDIT.

THE UNDERSIGNED HEREBY CERTIFIES THAT THE STATED AMOUNT OF THE LETTER OF
CREDIT SHOULD BE REDUCED ON THE DATE OF YOUR RECEIPT OF THIS NOTICE BY AN
AMOUNT EQUAL TO $_______ (THE “REDUCTION AMOUNT”).  THE REDUCTION AMOUNT
REPRESENTS THE AMOUNT OF REDUCTION OF THE LETTER OF CREDIT SUPPORT
OBLIGATIONS THAT DEVELOPER IS ENTITLED TO RECEIVE UNDER THE TERMS AND
CONDITIONS DESCRIBED IN AMENDMENT NO.21 TO THE FACILITY CONCESSION AGREEMENT,
DATED AS OF JUNE 28, 2017, PRIOR TO THE DATE OF THIS NOTICE AND NOT SUBJECT
TO ANY PRIOR REDUCTION NOTICE DELIVERED TO YOU IN CONNECTION WITH THE LETTER
OF CREDIT.

  IN WITNESS WHEREOF THE UNDERSIGNED HAS EXECUTED THIS CERTIFICATE ON
THIS []  DAY OF [], 20__,

  TEXAS DEPARTMENT OF TRANSPORTATION


  BY:  ______________________________
  NAME:  ______________________________
  TITLE:  [EXECUTIVE DIRECTOR]




=== PDF PAGE 12 ===
  ANNEX  B

  SIGHT DRAFT



[DATE]

FOR VALUE RECEIVED
PAY ON DEMAND TO TEXAS DEPARTMENT OF TRANSPORTATION IN THE AMOUNT OF
$_________.

CHARGE TO ACCOUNT OF [INSERT LC ISSUING BANK NAME], IRREVOCABLE STANDBY
LETTER OF CREDIT NO. [___]

TO:  BOKF, NA
  ONE WILLIAMS CENTER –  PLAZA EAST
  TULSA, OK 74172

  ATTENTION:  INTERNATIONAL DEPT.

  TEXAS DEPARTMENT OF TRANSPORTATION


  BY:  ______________________________
  NAME:  ______________________________
  TITLE:  [EXECUTIVE DIRECTOR]




=== PDF PAGE 13 ===
  ANNEX  C

  DRAW CERTIFICATE

BOKF, NA
ONE WILLIAMS CENTER –  PLAZA EAST
TULSA, OK 74172

ATTENTION:  INTERNATIONAL DEPT.

RE:  YOUR IRREVOCABLE LETTER OF CREDIT NO. BOK17SDP0----  (THE “LETTER OF
CREDIT”)

LADIES AND GENTLEMEN:

THE TEXAS DEPARTMENT OF TRANSPORTATION (“TXDOT”) HEREBY CERTIFIES TO BOKF, NA
(THE “BANK”) WITH REFERENCE TO THE BANK’S LETTER OF CREDIT DESCRIBED ABOVE
ISSUED IN FAVOR OF TXDOT (CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS GIVEN SUCH TERMS IN THE
LETTER OF CREDIT) THAT:

  1.  TXDOT IS MAKING A DRAWING UNDER THE LETTER OF CREDIT FOR AN
AMOUNT EQUAL TO $_________ (THE “DRAWING AMOUNT”), WHICH AMOUNT, TOGETHER
WITH ALL PRIOR AMOUNTS DRAWN UNDER THE LETTER OF CREDIT, DOES NOT EXCEED THE
STATED AMOUNT.

  2.  CHOOSE ONE OF THE FOLLOWING ALTERNATIVE PARAGRAPHS:

  [THE SUBSTANTIAL COMPLETION MILESTONE DATE (AS DEFINED IN THE FACILITY
CONCESSION AGREEMENT) HAS OCCURRED AND DEVELOPER HAS FAILED TO SATISFY ALL OF
THE CRITERIA FOR SUBSTANTIAL COMPLETION IN ACCORDANCE WITH, AND AS DEFINED
UNDER, THE 2017 REMEDIAL PLAN (AS DEFINED IN THE FACILITY  CONCESSION
AGREEMENT).  TXDOT HAS DELIVERED AN INVOICE OR DEMAND FOR LIQUIDATED DAMAGES
(AS DEFINED IN THE FACILITY CONCESSION AGREEMENT) IN AN AMOUNT AT LEAST EQUAL
TO THE DRAWING AMOUNT, AND DEVELOPER HAS FAILED TO PAY SUCH LIQUIDATED
DAMAGES WITHIN TEN  (10) BUSINESS DAYS (AS DEFINED IN THE FACILITY CONCESSION
AGREEMENT) OF TXDOT’S INVOICE OR DEMAND THEREFOR.]

  [BY ITS TERMS, THE LETTER OF CREDIT WILL EXPIRE IN 45  DAYS OR LESS FROM
THE DATE HEREOF, AND TXDOT HAS RECEIVED NOTICE FROM THE BANK UNDER THE
PENULTIMATE PARAGRAPH OF THE LETTER OF CREDIT THAT THE LETTER OF CREDIT WILL
NOT BE EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR.]

  3.  UPON RECEIPT BY TXDOT OF THE AMOUNT DEMANDED HEREBY, (A)  TXDOT
WILL HOLD AND APPLY THE PROCEEDS THEREOF FOR THE PAYMENT OF LIQUIDATED
DAMAGES (AS DEFINED IN THE FACILITY CONCESSION AGREEMENT) AND (B)  NO PORTION
OF SUCH AMOUNT SHALL BE APPLIED BY TXDOT FOR ANY OTHER PURPOSE.

  4.  THE DRAWING AMOUNT SHOULD BE PAID TO:

  FINANCIAL INSTITUTION:
  ROUTING NUMBER:
  ACCOUNT NAME:
  ACCOUNT NUMBER TO CREDIT:


=== PDF PAGE 14 ===
REFERENCE:
ATTENTION:
IN
WITNESS
CERTIFICATE AS OF THE
WHEREOF,
TXDOT HAS
EXECUTED AND
DAY OF [MONTH], [YEAR].
DELIVERED
THIS
TEXAS DEPARTMENT OF TRANSPORTATION
BY:
NAME:
TITLE:
[EXECUTIVE DIRECTOR]
DRAW


=== PDF PAGE 15 ===
[Form of Replacement Sales Tax LoC]
(Begins on next page)
EXHIBIT 2


=== PDF PAGE 16 ===
BOKF, NA
1(918) 588-6601 / 1(800)285-6829
INTERNATIONAL BANKING CENTER
ONE WILLIAMS CENTER, PLAZA EAST
TULSA, OK  74172, USA

  STANDBY LETTER OF CREDIT - DRAFT

DATE:  06/22/17


WE HAVE PREPARED THIS DRAFT UPON REQUEST AND BASED ON  INFORMATION SUPPLIED
TO US. NO REPRESENTATION OR COMMITMENT IS MADE BY US REGARDING THE ACCURACY
OR SUITABILITY OF THIS DRAFT FOR ITS INTENDED PURPOSE OR THE WILLINGNESS OF
OUR BANK TO ISSUE A LETTER OF CREDIT IN THIS OR ANY OTHER FORM.

  DRAFT APPROVED BY:


  ________________________
  APPLICANT'S SIGNATURE
  (Pls initial rest of pages & send all pages back)


L/C NO:  <TO BE ASSIGNED WHEN ISSUED>

TYPE:  IRREVOCABLE
AMOUNT:  510,000.00 USD

DATE OF EXPIRY:  <ONE YEAR FROM ISSUANCE>

PLACE OF EXPIRY:  TULSA, OKLAHOMA

APPLICANT:
SH 130 CONCESSION COMPANY, LLC
10800 N US 183 HWY NB
BUDA, TX 78610

BENEFICIARY:
TEXAS DEPARTMENT OF TRANSPORTATION
125 E. 11TH STREET
AUSTIN, TEXAS 78701-2483
ATTN: ________________

WE HEREBY ISSUE OUR IRREVOCABLE STAND-BY LETTER OF CREDIT NO. BOK17SDP0----
IN FAVOR OF THE TEXAS DEPARTMENT OF TRANSPORTATION (‘‘TXDOT’’) AND FOR THE
ACCOUNT OF SH 130 CONCESSION COMPANY, LLC (THE ‘‘DEVELOPER’’) UP TO AN
AGGREGATE AMOUNT OF U.S. $510,000.00 (AS REDUCED FROM TIME TO TIME IN
ACCORDANCE WITH THE PROVISIONS HEREOF, THE ‘‘STATED AMOUNT’’).

EACH DRAWING PAID HEREUNDER SHALL PERMANENTLY REDUCE THE STATED AMOUNT BY
THE AMOUNT OF SUCH DRAWING. IN ADDITION, AS OF THE DATE WE RECEIVE YOUR
REDUCTION NOTICE IN THE FORM OF ANNEX A HERETO, THE STATED AMOUNT SHALL


=== PDF PAGE 17 ===
REDUCE BY THE AMOUNT SPECIFIED AS THE ‘‘REDUCTION AMOUNT’’ THEREIN. EXCEPT
AS HEREIN PROVIDED, THIS LETTER OF CREDIT IS UNCONDITIONAL.

A REQUEST TO DRAW UNDER THIS LETTER OF CREDIT (‘‘DEMAND FOR PAYMENT’’) MAY
BE MADE BY YOU BY PRESENTATION TO US ON ANY BUSINESS DAY (AS HEREINAFTER
DEFINED) AT BOKF, NA, INTERNATIONAL DEPARTMENT, LOCATED AT ONE WILLIAMS
CENTER, PLAZA EAST, TULSA, OKLAHOMA, 74172 OF YOUR SIGHT DRAFT DRAWN ON US
MENTIONING OUR LETTER OF CREDIT NO. BOK17SDP0---- IN THE FORM OF ANNEX B
ATTACHED HERETO, ACCOMPANIED BY A DRAWING CERTIFICATE IN THE FORM OF ANNEX C
ATTACHED HERETO, EACH DULY COMPLETED AND SIGNED BY A PERSON IDENTIFYING
HIMSELF OR HERSELF AS THE [EXECUTIVE DIRECTOR] OF TXDOT (WHETHER ACTING OR
ACTUAL). MULTIPLE DRAWINGS ARE AVAILABLE TO YOU HEREUNDER PROVIDED THAT THE
AGGREGATE AMOUNT OF ALL SUCH DRAWINGS SHALL NOT EXCEED THE STATED AMOUNT.

DRAWINGS BY FACSIMILE TO FACSIMILE NUMBER 918-588-6026 ARE ACCEPTABLE (EACH
SUCH DRAWING, A ‘‘FAX DRAWING’’) PROVIDED HOWEVER THAT A FAX DRAWING WILL
NOT BE EFFECTIVELY PRESENTED UNTIL YOU CONFIRM BY TELEPHONE OUR RECEIPT OF
SUCH FAX DRAWING BY CALLING US AT TELEPHONE NUMBER 918-588-6649. FOR
PURPOSES OF THIS LETTER OF CREDIT, A ‘‘BUSINESS DAY’’ MEANS A DAY OTHER THAN
A SATURDAY, SUNDAY OR OTHER DAY ON WHICH BANKING INSTITUTIONS IN THE STATE
OF TEXAS ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE FOR BUSINESS.

IF A DEMAND FOR PAYMENT IS MADE BY YOU HEREUNDER AT OR PRIOR TO 10:00 A.M.,
CENTRAL TIME, ON A BUSINESS DAY, AND PROVIDED THAT SUCH DEMAND FOR PAYMENT
CONFORMS TO THE TERMS AND CONDITIONS HEREOF, PAYMENT SHALL BE MADE BY US TO
YOU IN IMMEDIATELY AVAILABLE FUNDS FREE AND CLEAR OF AND WITHOUT DEDUCTION
FOR ANY TAXES, DUTIES, FEES, LIENS, SET-OFFS OR OTHER DEDUCTIONS OF ANY KIND
AND REGARDLESS OF ANY OBJECTION BY ANY THIRD PARTY (SUBJECT TO ANY COURT
ORDER OR JUDGMENT), TO THE ACCOUNT DESIGNATED BELOW OR SUCH OTHER ACCOUNT AT
A NATIONAL BANK IN THE UNITED STATES OF AMERICA THAT YOU MAY DESIGNATE IN
THE DEMAND FOR PAYMENT ON THE NEXT BUSINESS DAY AFTER DEMAND IS MADE.

IF A DEMAND FOR PAYMENT IS MADE BY YOU HEREUNDER AFTER 10:00 A.M., CENTRAL
TIME, ON A BUSINESS DAY, AND PROVIDED THAT SUCH DEMAND FOR PAYMENT CONFORMS
TO THE TERMS AND CONDITIONS HEREOF, SUCH PAYMENT SHALL BE MADE TO THE
ACCOUNT YOU SPECIFY IN YOUR DRAWING CERTIFICATE NO LATER THAN THE CLOSE OF
BUSINESS, LOCAL TIME OF THE LOCATION OF SUCH ACCOUNT, ON THE SECOND BUSINESS
DAY AFTER DEMAND IS MADE. PAYMENT UNDER THIS LETTER OF CREDIT SHALL BE MADE
IN SAME DAY FUNDS, BY WIRE TRANSFER TO SUCH ACCOUNT YOU SPECIFY IN YOUR
DRAWING CERTIFICATE.

OUR OBLIGATIONS HEREUNDER ARE PRIMARY OBLIGATIONS TO TXDOT AND SHALL NOT BE
AFFECTED BY THE OBLIGATIONS OF THE DEVELOPER UNDER THE FACILITY CONCESSION
AGREEMENT DATED AS OF MARCH 22, 2007 BETWEEN TXDOT AND THE DEVELOPER (AS
AMENDED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, THE ‘‘FACILITY
CONCESSION AGREEMENT’’) OR UNDER ANY OTHER AGREEMENT WITH TXDOT OR BY ANY
BANKRUPTCY OR OTHER INSOLVENCY PROCEEDING INITIATED BY OR AGAINST THE
DEVELOPER. THE DEVELOPER IS NOT THE OWNER OF OR BENEFICIARY UNDER THIS
LETTER OF CREDIT AND POSSESSES NO INTEREST WHATSOEVER IN THIS LETTER OF
CREDIT OR PROCEEDS OF SAME. WE ENGAGE WITH YOU THAT ANY DRAWS MADE UNDER AND
IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED
ON SIGHT IF PRESENTED TO US ON OR BEFORE THE EXPIRATION DATE (AS HEREINAFTER
DEFINED).



=== PDF PAGE 18 ===
IF ANY DEMAND FOR PAYMENT DELIVERED BY YOU HEREUNDER DOES NOT, IN ANY
INSTANCE, CONFORM TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, WE
SHALL GIVE YOU NOTICE THEREOF, STATING THE REASONS THEREFOR AND THAT WE WILL
UPON YOUR INSTRUCTIONS HOLD ANY DOCUMENT AT YOUR DISPOSAL OR RETURN THE SAME
TO YOU. UPON RECEIPT OF ANY SUCH NOTICE, YOU MAY ATTEMPT TO CORRECT ANY SUCH
NON-CONFORMANCE; PROVIDED, HOWEVER, THAT ANY DEMAND FOR PAYMENT PRESENTED TO
CORRECT SUCH NON-CONFORMING DEMAND MUST BE PRESENTED ON OR PRIOR TO THE
EXPIRATION OF THIS LETTER OF CREDIT.

THE ‘‘EXPIRATION DATE’’ OF THIS LETTER OF CREDIT IS (MONTH)--, 2018.

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS, 2007 REVISION, INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 600 (THE ‘‘UCP’’). AS TO MATTERS NOT GOVERNED BY THE UCP,
THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.

BOKF, NA



......................
ANDY KRIDER
VP, INTL OPERATIONS








=== PDF PAGE 19 ===
  ANNEX A
  REDUCTION NOTICE

[DATE]

BOKF, NA
ONE WILLIAMS CENTER – PLAZA EAST
TULSA, OK 74172
ATTENTION:  INTERNATIONAL DEPT.

  RE:  REDUCTION NOTICE:  IRREVOCABLE STANDBY LETTER OF CREDIT NO.
  BOK17SDP0----

LADIES AND GENTLEMEN:

REFERENCE IS MADE TO YOUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. [___]
DATED [___], 2017, (THE “LETTER OF CREDIT”) ISSUED BY YOU TO THE UNDERSIGNED
FOR THE ACCOUNT OF SH 130 CONCESSION COMPANY, LLC (THE “  DEVELOPER”).  ANY
CAPITALIZED TERM USED BUT NOT DEFINED IN THIS CERTIFICATE OR ATTACHED
STATEMENT SHALL, UNLESS OTHERWISE STATED, HAVE THE MEANING ASSIGNED TO IT IN
THE LETTER OF CREDIT.

THE UNDERSIGNED HEREBY CERTIFIES THAT THE STATED AMOUNT OF THE LETTER OF
CREDIT SHOULD BE REDUCED ON THE DATE OF YOUR RECEIPT OF THIS NOTICE BY AN
AMOUNT EQUAL TO $_______ (THE “REDUCTION AMOUNT”).  THE REDUCTION AMOUNT
REPRESENTS THE AMOUNT OF REDUCTION OF THE LETTER OF CREDIT SUPPORT
OBLIGATIONS THAT DEVELOPER IS ENTITLED TO RECEIVE UNDER THE TERMS AND
CONDITIONS DESCRIBED IN AMENDMENT NO.21 TO THE FACILITY CONCESSION AGREEMENT,
DATED AS OF JUNE 28, 2017, PRIOR TO THE DATE OF THIS NOTICE AND NOT SUBJECT
TO ANY PRIOR REDUCTION NOTICE DELIVERED TO YOU IN CONNECTION WITH THE LETTER
OF CREDIT.


  IN WITNESS WHEREOF THE UNDERSIGNED HAS EXECUTED THIS CERTIFICATE ON
THIS [  ] DAY OF [  ], 20__,

  TEXAS DEPARTMENT OF TRANSPORTATION


  BY:  ______________________________
  NAME: ______________________________
  TITLE:  [EXECUTIVE DIRECTOR]




=== PDF PAGE 20 ===
  ANNEX B

  SIGHT DRAFT





[DATE]

FOR VALUE RECEIVED
PAY ON DEMAND TO TEXAS DEPARTMENT OF TRANSPORTATION IN THE AMOUNT OF
$_________.

CHARGE TO ACCOUNT OF [INSERT LC ISSUING BANK NAME], IRREVOCABLE STANDBY
LETTER OF CREDIT NO. [___]

TO:  BOKF, NA
  ONE WILLIAMS CENTER – PLAZA EAST
  TULSA, OK 74172
  ATTENTION:  INTERNATIONAL DEPT.


  TEXAS DEPARTMENT OF TRANSPORTATION


  BY:  ______________________________
  NAME: ______________________________
  TITLE:  [EXECUTIVE DIRECTOR]




=== PDF PAGE 21 ===
  ANNEX C

  DRAW CERTIFICATE



[DATE]


BOKF, NA
ONE WILLIAMS CENTER – PLAZA EAST
TULSA, OK 74172
ATTENTION:  INTERNATIONAL DEPT.

RE:  YOUR IRREVOCABLE LETTER OF CREDIT NO. [___] (THE “LETTER OF CREDIT”)

LADIES AND GENTLEMEN:

THE TEXAS DEPARTMENT OF TRANSPORTATION (“TXDOT”) HEREBY CERTIFIES TO BOKF, NA
THE “BANK”) WITH REFERENCE TO THE BANK’S LETTER OF CREDIT DESCRIBED ABOVE
ISSUED IN FAVOR OF TXDOT (CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS GIVEN SUCH TERMS IN THE
LETTER OF CREDIT) THAT:

  1.  TXDOT IS MAKING A DRAWING UNDER THE LETTER OF CREDIT FOR AN
AMOUNT EQUAL TO $_________ (THE “DRAWING AMOUNT”), WHICH  AMOUNT, TOGETHER
WITH ALL PRIOR AMOUNTS DRAWN UNDER THE LETTER OF CREDIT, DOES NOT EXCEED THE
STATED AMOUNT.

  2.  CHOOSE ONE OF THE FOLLOWING ALTERNATIVE PARAGRAPHS:

  [DEVELOPER IS REQUIRED TO PAY AN AMOUNT AT LEAST EQUAL TO THE DRAWING
AMOUNT TO TXDOT UNDER THE  TERMS OF SECTION 3(E) OF AMENDMENT NO.21 TO THE
FACILITY CONCESSION AGREEMENT, DATED AS OF JUNE 28, 2017 (AS AMENDED FROM
TIME TO TIME IN ACCORDANCE WITH ITS TERMS, “AMENDMENT NO.21”).  TXDOT HAS
PROVIDED DEVELOPER WITH THE PRIOR WRITTEN NOTICE, IF REQUIR  ED, OF TXDOT’S
INTENTION TO DRAW UNDER THE LETTER OF CREDIT ON THE DATE HEREOF.]

  [BY ITS TERMS, THE LETTER OF CREDIT WILL EXPIRE IN 45 DAYS OR LESS FROM
THE DATE HEREOF, AND TXDOT HAS RECEIVED NOTICE FROM THE BANK UNDER THE
PENULTIMATE PARAGRAPH OF THE LETTER OF CREDIT THAT THE LETTER OF CREDIT WILL
NOT BE EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR.]

  3.  UPON RECEIPT BY TXDOT OF THE AMOUNT DEMANDED HEREBY, (A) TXDOT
WILL HOLD AND APPLY THE PROCEEDS THEREOF FOR THE PAYMENT OF DEVELOPER’S
OBLIGATIONS TO TXDOT  PURSUANT TO SECTION 3 OF AMENDMENT NO.21 AND (B) NO
PORTION OF SUCH AMOUNT SHALL BE APPLIED BY TXDOT FOR ANY OTHER PURPOSE.

  4.  THE DRAWING AMOUNT SHOULD BE PAID TO:

  FINANCIAL INSTITUTION:
  ROUTING NUMBER:
  ACCOUNT NAME:
  ACCOUNT NUMBER TO CREDIT:


=== PDF PAGE 22 ===
REFERENCE :
ATTENTION:
IN
WITNESS
CERTIFICATE AS OF THE
WHEREOF,
TXDOT
HAS EXECUTED AND DELIVERED
DAY OF [MONTH], [YEAR].
THIS
TEXAS DEPARTMENT OF TRANSPORTATION
BY:
NAME:
TITLE:
LEXECUTIVE DIRECTOR]
DRAW


=== PDF PAGE 23 ===
[2017 Remedial Plan]
(Begins on next page)
2017 REMEDIAL PLAN


=== PDF PAGE 24 ===
SH130
SH 130 Concession Company, LLC
10800 N US 183 Hwy NB
Buda, TX 78610
Main: (512) 371-4800
Fax: (512) 371-4899
CONCESSION COMPANY, LLC
COMMUNICATION SUBJECT TO FED. R. EVID. 408 AND SIMILAR APPLICABLE LOCAL
RULES
Via Electronic Transmission
December 20, 2016
Beau Buchanan, P.E.
Texas Department of Transportation
814 Arion Parkway
Suite 401
San Antonio, TX 78216
Project: SH 130 Segment 5 & 6 Facility
Subject: Revised Remedial Plan
Dear Mr. Buchanan:
This letter makes reference to: i) that certain Facility Concession Agreement, State Highway
130 - Segments 5 & 6 dated March 22, 2007 (the "ECA") by and between the Texas
Department of Transportation, a public agency of the state of Texas ("IxDOT"), and SH 130
Concession Company, LLC, a Delaware limited liability company ("Developer"); ii) that certain
TxDOT letter dated August 31, 2016 re SH 130 Segment 5 & 6, CSJ: 3583-02-003, Notification
of Persistent Developer Default (the "Notice of Persistent Developer Default"); iii) that certain
herein and not otherwise defined shall have the meaning set forth in the FCA.
On August 31, 2016, TxDOT delivered to Developer the Notice of Persistent Developer Default.
The asserted basis for TxDOT's Notice of Persistent Developer Default was one hundred
twenty-two (122) alleged breaches or failures under the FCA Documents, the substantial
majority of which were due to heaving, cracking and vertical displacement of the pavement.
On September 8, 2016, TxDOT delivered to Developer a letter notifying that Developer's
remedial plan must be submitted no later than October 15, 2016.
On September 9, 2016, Developer delivered to TxDOT a response to TxDOT's Notice of
Persistent Developer Default in which Developer expressed its intent to voluntarily submit (in
the spirit of cooperation and notwithstanding (and without prejudice to) its objections as to
the alleged existence of a Persistent Developer Default as stated in such letter) a remedial
plan on or before October 15, 2016 that complies with the requirements of Section 17.3.6.1
of the FCA. In accordance with Section 17.3.6.1 "the remedial plan shall set forth a schedule
An Equal Opportunity Employer


=== PDF PAGE 25 ===
December 20, 2016
Texas Department of Transportation - B. Buchanan
and specific actions to be taken by Developer to improve its performance and reduce
Developer's...cumulative number of breaches and failures to perform to the point that such
Persistent Developer Default will not continue."
Developer Submitted its voluntary remedial plan on October 14, 2016 and on October 24,
2016 met with representatives from TxDOT and the IE to discuss the Submitted remedial
plan.
TXDOT and the IE provided Developer with comments to the remedial plan and
Developer is Submitting this revised remedial plan to address those comments.
Specific Actions:
As TxDOT is aware from prior correspondence and its participation in meetings related
thereto, Developer voluntarily engaged an engineering firm (the "Investigating Engineer") to
determine what steps Developer could take to reduce the pavement Defects throughout the
Facility. Developer intends to implement the changes recommended by the Investigating
Engineer (the "Changes"), which are to be further detailed in plans, specifications and
construction cost estimates ("PS&E"), to mitigate and reduce the future occurrence of such
pavement defects.
As part of implementing the Changes Developer will issue a request for proposals ("RFP") and
select a contractor or contractors to construct and implement the Changes recommended by
the Investigating Engineer and described in the PS&E. Based on the complexity, scope and
expense of the Changes and the extenuating circumstances surrounding such a large
procurement (in particular, the current chapter 11 proceedings) Developer has determined
that an expedited period for selecting a general contractor and/or contractors following
TxDOT's concurrence on the actions described in the PS&E, approval of this remedial plan, or
the effective date of the restructuring plan will be 90 days. Following selection of the
contractor(s), Developer will enter into contract negotiations, expedite execution of the
relevant agreement(s), and work with the selected contractor(s) to mobilize and commence
construction activities quickly to ensure prompt completion of the work necessary to
implement the Changes.
The results of the 2016 Annual Pavement Survey will be released before the end of 2016.
Developer anticipates that there will be Category 2 Defects in the pavement identified by the
2016 Annual Pavement Survey that will overlap with locations where Changes will be
implemented. Developer wants to avoid performing repairs to Category 2 Defects that will
be suinseatently renmneli ed s
be subsequently demolished as part of a more extensive implementation of Changes.
Developer will request deviations for locations where repairs to Defects identified by the 2016
Annual Pavement Survey will overlap with locations scheduled for reconstruction pursuant to
the PS&E. Developer will seek deviations from the repair period allotted in the Performance
Measurement Table for repairing such Defects. Otherwise, Developer will implement a repair
program to address all of the pavement Defects identified by the 2016 Annual Pavement
Survey within the allotted time period, which will still need to be coordinated with the Changes
construction activity.
Further, based on the projected schedule to implement the Changes, Developer anticipates a
scenario where work will be ongoing at the time the 2017 Annual Pavement Survey is
undertaken. Because of this, Developer anticipates that there will be gaps in the 2017 Annual
Pavement Survey correlating to active work areas. To account for those gaps, Developer will
supplement the 2017 Annual Pavement Survey with the post-job test results.
2


=== PDF PAGE 26 ===
December 20, 2016
Texas Department of Transportation - B. Buchanan
Schedule (Subject to Delays Beyond Developer's Reasonable Control):
Date/Duration
Milestone
October 15, 2016
Submitted PS&E to TxDOT.
Within 60 days after the occurrence of the following:
i) Developer's receipt of TxDOT concurrence on the
Complete advertising of project
and solicitation of contractors to
the
request
actions described in the PS&E; and,
ii) TxDOT approval of this remedial plan; and,
iii) The effective date of the chapter 11 restructuring
plan.
Within 150 days after the occurrence of the following:
i) Developer's receipt of TxDOT concurrence on the
Select
contractor(s)
construct and implement the
Changes.
actions described in the PS&E; and,
ii) TxDOT approval of this remedial plan; and,
iii) The effective date of the chapter 11 restructuring
plan.
Within 720 days after the occurrence of the following:
i) Developer's receipt of TxDOT concurrence on the
actions described in the PS&E; and,
iї) TxDOT approval of this remedial plan; and,
ili) The effective date of the chapter 11 restructuring
plan.
All parties recognize the necessity of completing this work
as quickly as possible and Developer will work toward
completion of the Changes with that intent.
Substantial Completion, being
the satisfaction of the following
1. Whether the need for
temporary traffic control
or for lane closures at
any time has ceased
with respect to the
of the
2. Whether the lanes of
traffic are available for
public use at locations
where Changes were/.
constructed;
3. Whether all major safety
features are installed
and
functional (e.g.,
shoulders, guard rail,
striping,
delineators,
and similar Elements);
4. Whether required signs
and
signals
are
reinstalled
and
functional;
5. Whether illumination is
reinstalled
and
functional; and,
6. Whether tolling systems
are
reinstalled and
functional.
3


=== PDF PAGE 27 ===
December 20, 2016
Texas Department of Transportation - B. Buchanan
Within 60 days following Substantial Completion.
Submit the Record Drawings to
TXDOT and the Independent
Engineer.
Additional Action:
Developer's remedial plan is intended to mitigate and reduce the pavement Defects that led
to the TxDOT Notice of Persistent Developer Default and minimize the recurrence of such
problems in the future. Once the Changes described in the preceding section are completed,
Developer expects the number of recurrent pavement issues to decrease dramatically,
thereby reducing the number of alleged breaches and failures that led to TxDOT's Notice of
Persistent Developer Default.
In addition to the actions described above which constitute part of this revised remedial plan,
Developer has already taken additional steps to address related issues which can be grouped
by the precipitating event, those being the 2014 Annual Pavement Survey and the 2015
Annual Pavement Survey. As noted above, the substantial majority of alleged breaches or
failures (117 out of 122) which serve as the basis for the Persistent Developer Default are
Category 2 Defects in the pavement that TxDOT determined were not completely remedied
within the allotted period specified in the Performance Measurement Table following the 2014
and 2015 Annual Pavement Surveys, respectively. Developer has already analyzed the events
which led TxDOT to determine that alleged breaches or failures existed and has implemented
changes to prevent similar causes in the future, some of which TxDOT has already seen
successfully implemented.
2014 ANNUAL PAVEMENT SURVEY:
The 2014 Annual Pavement Survey identified one hundred ten (110) Category 2 Defects in
the pavement which required repair. Developer undertook the necessary repairs and upon
belief and to the best of its knowledge, all one hundred ten (110) Defects were properly
repaired. The issue ultimately resulting in the fifty (50) alleged breaches or failures was
inadequate documentation of the repairs that were made to address International Roughness
Index ('IRI") deficiencies. TxDOT determined that Developer failed to, or was unable to,
provide adequate O&M Records demonstrating that the repairs were completed and that the
pavement satisfied the ride quality standard of remedy or repair.
Action:
To ensure that proper IRI O&M Records were generated and maintained upon conclusion of
repair activities, Developer has implemented changes in the scope of work in its contracts to
ensure that the contractor performing services provides post-job IRI reports to demonstrate
satisfaction of the repair standards, Developer has demonstrated the success of this action
by providing TxDOT copies of all the IRI O&M Records documenting the completion of the
repairs required to address each of the pavement Defects identified in the 2015 annual
pavement condition survey. This action has already been taken and Developer believes no
further action is necessary to address this issue.
2015 ANNUAL PAVEMENT SURVEY:
The 2015 Annual Pavement Survey identified five hundred ninety-six (596) Category 2
Defects which required repair. The group of sixty-five (65) alleged breaches or failures related
to the 2015 Annual Pavement Survey included twenty-three (23) Defects that were never
4


=== PDF PAGE 28 ===
December 20, 2016
Texas Department of Transportation - B. Buchanan
actually Defects on the Facility and were the direct result of reporting errors, which were
subsequently addressed in supplemental reports from the specialist inspectors and forty-two
(42) Defects TxDOT determined were not completely remedied within the allotted period. The
twenty-three (23) alleged breaches or failures derived from reporting errors fall into two
categories: locational errors and validation errors.
The forty-two (42) Defects TxDOT
determined were not completely remedied within the allotted period resulted from the volume
of Defects and resource constraints.
Locational Errors:
Locational errors included: i) roadway sections evaluated in the report were manually
segmented in an attempt to correspond to the Auditable Sections, which resulted in
inaccuracies requiring extensive time and effort identifying the location and verifying the
existence of the Defects prior to the commencing repair work; ii) Defects reported in the 2015
Annual Pavement Survey that existed but were not located on the Facility, which were actually
located on Related Transportation Facilities and inadvertently included in the 2015 Annual
Pavement Survey report and ili) Defects that existed on the Facility which were repaired within
the allotted period but for which the 0&M Records documenting the completed repair included
incorrect location data.
Developer requested and received corrected information from the
specialist performing the inspections, which Developer subsequently Submitted to TxDOT to
address each of the location error items.
Action:
Developer has taken steps to address this locational issue by implementing a geographic
information system ("GIS") shape file to eliminate the manual segmentation of the roadway
to correspond to the Auditable Sections. This digital implementation will prevent future issues
with respect to locational errors and will provide all service providers and subcontractors with
consistent, correct and complete Auditable Section data.
Validation Errors:
Validation errors were based on false reports of rutting. The 2014 and 2015 Annual Pavement
Survey reports both included numerous false reports of rutting. Each of the specialists
retained to perform these Specialist Inspections indicated that the false ruts are reported
because of the high standards articulated in the Performance Measurement Table in
erquncton wih shor- conid
conjunction with short-comings in the automated rut measurement system and equipment.
Developer requested validation of the existence of reported ruts and the specialist inspectors
subsequently provided corrected information to eliminate the false rutting locations from their
report. Developer has repaired all ruts at locations where the presence of ruts were verified
by the specialist.
Action:
To address this issue, Developer is requiring the specialist conducting future Annual Pavement
Surveys to perform validation of the ruts identified by automated testing equipment. The
validation test will be conducted by using a straightedge to evaluate the validity of the
detected rut found as a result of the automated testing. This validation process shall be
completed prior to submission of any report of the results of their inspection.
5


=== PDF PAGE 29 ===
December 20, 2016
Texas Department of Transportation - B. Buchanan
Volume and Resource Constraints:
With respect to the forty-two (42) locations where TxDOT determined that Defects were
present and the repairs were not completed in time, the primary factor resulting in this failure
was the volume of Defects needing repair and the limited availability of resources needed to
complete and verify the repairs.
Action:
In addition to the actions described in this remedial plan to mitigate the occurrence of
pavement Defects, Developer will schedule diamond grinding and post-job ride quality testing
at regular intervals during the repair of Category 2 Defects in the pavement following receipt
of the future Annual Pavement Survey results (intervals are yet to be determined and will be
based on availability of equipment and repair work scheduling). This will mitigate against
delays caused by widespread demand for these limited resources. For certain scopes of work,
the post-job ride quality testing may be made the responsibility of the contractor engaged to
perform the repairs. Whether engaged by the contractor or directly by Developer, all ride
quality testing will be conducted by licensed and certified testers.
Summary:
In addition to the changes Developer implemented with respect to procedures related to
administration of the Annual Pavement Surveys, Developer reviewed and evaluated its quality
management practices, plans and procedures, its organizational and management structure,
its monitoring and inspections processes, and its Key and Specified Personnel. This review
was conducted to determine whether there were additional changes Developer could
implement to address the alleged breaches or failures to timely repair pavement Defects, as
well as the unsatisfactory Asset Condition Score and channel repair alleged breaches or
failures which also contributed to the total of one hundred twenty-two (122) breaches or
failures cited in TxDOT's Notice of Persistent Developer Default.
Developer is always striving to improve its quality management system and, as demonstrated
by the additional actions already taken and described above, is making adjustments to
practices, policies and procedures as issues are realized. Developer evaluated its quality
management system and could not identify any additional areas, not already addressed,
where changes would have prevented the alleged breaches or failures. Developer evaluated
its organizational and management structure and did not identify any changes to the structure
that would have prevented the alleged breaches or failures from occurring. Identification of
the Defects that led to the alleged breaches or failures was not the cause for the alleged
breaches or failures occurring and no changes to the monitoring and inspection processes
were identified that could have prevented the alleged breaches or failures. Developer's Key
and Specified Personnel performed their duties competently and in a timely manner, based
on Developer's evaluation no personnel change would have prevented the alleged breaches
or failures and no changes thereto are warranted.
Based on the results of this review, Developer determined that no additional changes are
necessary to improve its performance to the point that the Persistent Developer Default will
not continue.
Chapter 11:
Pursuant to the plan of reorganization filed by Developer in the current chapter 11 proceedings
involving the Developer, equity control of Developer is expected to be transferred to the
6


=== PDF PAGE 30 ===
December 20, 2016
Texas Department of Transportation - B. Buchanan
Lenders upon Developer's emergence from the relevant bankruptcy cases. The remedial plan
has been shared with the Lenders and their Technical Advisers, Louls Berger, Inc, ("Louls
Berger").Developer will continue to coordinate with the Lenders and their representatives
throughout the remainder of this process.
Please contact the undersigned with any questions.
Sincerely,
SH
130 Concession Company, LLC
Alfon
Chief Executive Officer
Cc:
Guy Russell, SH 130 Concession Company, LLC
Jason Kerby, SH 130 Concession Company, LLC
Steve Thoreson, SH 130 Concession Company, LLC
Paul Alsina, Independent Engineer, HDR, Inc.
Jeff Curren, P.E., HDR, Inc.
Barbara Eppolito, BNP Paribas, as Instructing Agent
Document Control
