Virginia Small Business Financing Authority

NEW ISSUE — BOOK-ENTRY-ONLY RATINGS: See “RATINGS” herein

In the opinion of Bond Counsel, under current law and subject to the conditions described under “TAX MATTERS,” interest on the Bonds (a) will not be included in gross income for federal income tax purposes, except when held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) will be exempt from all income taxation by the Commonwealth of Virginia. Such interest on the Bonds is an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals and corporations, and a holder may be subject to other federal tax consequences as described under “TAX MATTERS.”

$663,750,000 VIRGINIA SMALL BUSINESS FINANCING AUTHORITY

SENIOR LIEN REVENUE BONDS (ELIZABETH RIVER CROSSINGS OPCO, LLC PROJECT)

SERIES 2012 Dated: Date of Delivery Due: As shown on inside cover The Virginia Small Business Financing Authority Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project), Series 2012 (the “Series 2012 Bonds”) are being offered by the Virginia Small Business Financing Authority (the “Issuer”), a public body corporate and a political subdivision of the Commonwealth of Virginia (the “Commonwealth”), and will be issued pursuant to an Indenture of Trust, to be dated as of April 1, 2012 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The proceeds of the Series 2012 Bonds will be loaned to Elizabeth River Crossings Opco, LLC (the “Company”) primarily to pay a portion of the costs of the design, construction, commissioning, and financing of the Project (as defined below). The remaining proceeds will be used to pay certain Project costs, including to (i) pay a portion of the interest to accrue on the Series 2012 Bonds during construction, (ii) fund the Debt Service Reserve Account, and (iii) pay certain costs of issuance of the Series 2012 Bonds. The Project, located in the cities of Portsmouth and Norfolk, Virginia, includes (i) the development, design, construction, operation, maintenance and tolling of a new two-lane tunnel adjacent to the Existing Midtown Tunnel, (ii) the development, design, construction, operation, maintenance and tolling of the extension of the four-lane limited access Martin Luther King Freeway in Portsmouth, Virginia, (iii) the rehabilitation, operation, maintenance and tolling of the Existing Midtown Tunnel, (iv) the rehabilitation, operation, maintenance and tolling of the Existing Downtown Tunnels and (v) the installation of an all-electronic tolling system that is compatible with the regional tolling network (collectively, the “Project”). The Project is being undertaken pursuant to a Comprehensive Agreement, dated as of December 5, 2011 (as amended by Amendment No. 1, dated as of March 21, 2012, and as it may be further amended from time to time, the “Comprehensive Agreement”), by and between the Company and the Virginia Department of Transportation (“VDOT”), whereby VDOT has granted the Company the exclusive right to (i) finance, develop, design, construct, manage, operate and maintain the Project and (ii) establish, impose, charge, collect, use and enforce payment of tolls and related charges. The term of the Comprehensive Agreement commenced on December 5, 2011 and will remain in effect until 58 years after the Financial Close Date, subject to extension or early termination in accordance with the Comprehensive Agreement. The Company is a Delaware limited liability company wholly-owned by Elizabeth River Crossings Holdco, LLC (“ERC Holdings”), in which each of Macquarie Midtown Holdings, LLC and Skanska ID ERC Holdings LLC (collectively, the “Equity Participants”) has a 50% ownership interest. In addition to the proceeds of the Series 2012 Bonds, the costs of the Project will be funded from (i) proceeds of a loan provided by the United States Department of Transportation (acting by and through the Federal Highway Administrator) pursuant to the Transportation Infrastructure Finance Innovation Act of 1998, as amended, (ii) funds provided by VDOT under the Comprehensive Agreement, (iii) capital contributions of the Equity Participants, and (iv) toll revenues generated from operation of the Existing Midtown Tunnel and the Existing Downtown Tunnels during construction of the Project, all as described herein. See “FINANCING FOR THE PROJECT.” The Series 2012 Bonds and any Additional Bonds (collectively, the “Bonds”) will be secured by collateral held by Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) pursuant to a Collateral Agency and Account Agreement, to be dated as of April 1, 2012, among the Company and Deutsche Bank Trust Company Americas, as securities intermediary and the Collateral Agent. The Company will pledge to and grant to the Collateral Agent a security interest in and lien on the collateral, which is comprised of (i) all of the Company’s personal property, including the Company’s rights under the Comprehensive Agreement and under all other agreements to which the Company is a party, (ii) all funds, including toll revenues, held by the Collateral Agent in certain accounts and (iii) a pledge by ERC Holdings of its membership interests in the Company. See “SECURITY.” The Series 2012 Bonds are being issued in book-entry-only form and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). The payment of the principal of, interest on or premium, if any, on the Series 2012 Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, as the registered owner of the Series 2012 Bonds, to be subsequently disbursed to Direct Participants and thereafter to Beneficial Owners of the Series 2012 Bonds, as described herein. Purchasers of the Series 2012 Bonds will not receive physical delivery of certificates representing their ownership interests in the Series 2012 Bonds. See “DESCRIPTION OF THE SERIES 2012 BONDS—Book-Entry-Only System.” The Series 2012 Bonds are being issued as fully registered bonds in denominations of $5,000 and integral multiples thereof. The Series 2012 Bonds will bear interest at the fixed rates as shown on the inside cover hereof. On or after July 1, 2022, the Series 2012 Bonds may be redeemed at the option of the Company or may be purchased by the Company in lieu of optional redemption and, upon satisfaction of certain conditions set forth in the Indenture, may be converted to another interest rate mode at the option of the Company. This Official Statement does not provide information regarding the Series 2012 Bonds in any other interest rate mode. See “DESCRIPTION OF THE SERIES 2012 BONDS—Redemption–Optional Redemption–Purchase of the Series 2012 Bonds in Lieu of Optional Redemption” and “—Conversion of the Series 2012 Bonds to Another Determination Method.” Interest on the Series 2012 Bonds will be payable semi-annually on each January 1 and July 1 of each year, commencing January 1, 2013. The Series 2012 Bonds are also subject to mandatory sinking fund redemption, extraordinary mandatory redemption and extraordinary optional redemption prior to their applicable final maturity, as described herein. See “DESCRIPTION OF THE SERIES 2012 BONDS.” The Bonds are limited non-recourse obligations of the Issuer payable solely from the Trust Estate created under the Indenture and the Collateral pledged and assigned under the Security Documents. The Bonds do not constitute a debt, liability or general obligation of the Commonwealth or any political subdivision thereof, or a pledge of the faith and credit of the Commonwealth or any political subdivision thereof, and are payable by the Issuer solely as provided in the Indenture. Neither the Commonwealth, nor any political subdivision thereof, will be obligated to pay the Series 2012 Bonds or the interest thereon or other costs incident thereto, and the Issuer will be obligated to pay the Series 2012 Bonds only from the Trust Estate, including the Revenues, pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Commonwealth or any political subdivision thereof is pledged to the payment of the principal of, or the interest on the Bonds. Payment of the principal of, redemption premium, if any, and interest on the Bonds does not constitute a claim against VDOT’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way, VDOT’s interest under the Comprehensive Agreement or interest and estate in and to the Project or any part thereof. Investing in the Series 2012 Bonds is subject to numerous risks, as described in “RISK FACTORS.” The Series 2012 Bonds are offered, when, as and if issued by the Issuer and accepted by the Underwriters and subject to approval of legality and certain other matters by Hunton & Williams LLP, as Bond Counsel. Certain legal matters will be passed upon for the Company by its counsel, Orrick, Herrington & Sutcliffe LLP and Hunton & Williams LLP, for VDOT by the Office of the Attorney General of the Commonwealth, for the Underwriters by their counsel, Dewey & LeBoeuf LLP, and for the Issuer by the Office of the Attorney General of the Commonwealth. It is expected that the Series 2012 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about April 13, 2012.

Barclays BofA Merrill Lynch BMO Capital Markets April 9, 2012

$663,750,000 Virginia Small Business Financing Authority

Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project)

Series 2012

MATURITY SCHEDULE

$42,365,000 Serial Bonds

Maturity

Principal Amount

Interest Rate

Yield

CUSIP Number**

July 1, 2022 $ 670,000 4.250% 4.450% 928104KW7

January 1, 2023 685,000 4.500 4.600 928104KX5 July 1, 2023 1,775,000 5.000 4.600* 928104KY3

January 1, 2024 1,760,000 5.000 4.750* 928104KZ0 July 1, 2024 2,900,000 5.000 4.750* 928104LA4

January 1, 2025 3,080,000 4.750 4.900 928104LB2 July 1, 2025 4,875,000 5.000 4.900* 928104LC0

January 1, 2026 5,290,000 5.000 4.950* 928104LD8 July 1, 2026 6,700,000 5.000 4.950* 928104LE6

January 1, 2027 6,150,000 5.000 5.000 928104LF3 July 1, 2027 8,480,000 5.000 5.000 928104LG1

$91,795,000 5.250% Term Bond due January 1, 2032 Priced to Yield: 5.250% CUSIP: 928104LH9**

$209,185,000 6.000% Term Bond due January 1, 2037 Priced to Yield: 5.320%* CUSIP: 928104LJ5**

$320,405,000 5.500% Term Bond due January 1, 2042 Priced to Yield: 5.500% CUSIP: 928104LK2**

(Interest accrues from date of delivery)

_______________

* Priced to first call date of July 1, 2022.

** Copyright 2012, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by Standard & Poor’s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2012 Bonds and none of the Issuer, the Company nor the Underwriters makes any representation with respect to such numbers nor undertakes any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2012 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2012 Bonds.

VIRGINIA SMALL BUSINESS FINANCING AUTHORITY

Board of Directors

Director and Chairman Song Park Director John Jacquemin Director Gopinath Jadhav Director Jeffrey Jones Director Michael Joyce Director Pallabi Saboo Director Doña Storey Director Peter Su Director The Honorable Manju Ganeriwala (Treasurer of Virginia)

Trustee

Deutsche Bank Trust Company Americas

Counsel to Elizabeth River Crossings Opco, LLC

Orrick, Herrington & Sutcliffe LLP

Hunton & Williams LLP

Counsel to VDOT

Office of the Attorney General Commonwealth of Virginia

Financial Advisor to Elizabeth River Crossings Opco, LLC

Macquarie Capital (USA) Inc.

Counsel to the Issuer

Office of the Attorney General Commonwealth of Virginia

Bond Counsel

Hunton & Williams LLP

Counsel to the Underwriters

Dewey & LeBoeuf LLP

ii

No dealer, broker, salesman or other person has been authorized by Elizabeth River Crossings Opco, LLC (the “Company”), the Virginia Small Business Financing Authority (the “Issuer”) or the Underwriters or any other person described or contemplated herein to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company, the Issuer, the Commonwealth of Virginia or the Underwriters or any such other person. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be (i) any sale of the Series 2012 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale or (ii) any offer, solicitation or sale to any person to whom it is unlawful to make such offer, solicitation or sale. The information set forth herein concerning The Depository Trust Company, New York, New York (“DTC”) has been furnished by DTC, and no representation is made by the Company, the Issuer or the Underwriters as to the completeness or accuracy of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sales made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Company, the Equity Participants, VDOT, the Design Build Contractor, the Design Build Guarantors, the Tolling Contractor, the Tolling Guarantor, the TIFIA Lender or DTC since the date hereof. This Official Statement speaks only as of its date.

The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under federal securities laws as applied to the facts and circumstances of the transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

The Issuer has not prepared or assisted in the preparation of this Official Statement except with respect to the statements made herein under “THE PROJECT—Project Participants—The Issuer” and “NO LITIGATION—The Issuer” and, except as aforesaid, the Issuer is not responsible for any statements made in this Official Statement.

The Series 2012 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of the Series 2012 Bonds or passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense. In making an investment decision, investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Investors should carefully review this entire Official Statement, including “RISK FACTORS” before making a decision as to whether to purchase the Series 2012 Bonds. Investors should consult with their own advisors as to the legal, tax, business, financial and related aspects of the Series 2012 Bonds.

The statements contained in this Official Statement, and in any other information provided by the Company or the traffic consultants, that are not purely historical, are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “forecasts,” “projects,” “seeks,” “approximately,” “intends,” “plans,” “estimates” and “anticipates” or other comparable words, or by discussions of strategy, plans, assumptions or intentions. Examples of forward-looking statements are statements that concern the Company’s or the Project’s future revenues, costs, traffic projections, forecasts and liquidity or contained in the charts and graphs. The forward-looking statements contained herein are based on the Company’s expectations and those of independent consultants hired by the Company and are necessarily dependent upon assumptions, estimates and data that the Company and its consultants believe are reasonable as of the date made but that may not materialize and may not reflect actual results.

LEGEND REQUIRED BY SECTION 7.01(b) OF THE COMPREHENSIVE AGREEMENT: Payment of principal of and interest on the Series 2012 Bonds or the Bond Loan does not constitute a claim against VDOT’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way, VDOT’s interest in the Comprehensive Agreement or its interest and estate in and to the Project or any part thereof, is not an obligation of any Commonwealth Party, moral or otherwise, and neither the full faith and credit nor the taxing power of any Commonwealth Party is pledged to the payment of the principal of and interest on the Series 2012 Bonds or the Bond Loan.

IN CONNECTION WITH THE OFFERING OF THE SERIES 2012 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SERIES 2012 BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

iii

TABLE OF CONTENTS

SUMMARY ..................................................................................... 1 RECENT DEVELOPMENTS ....................................................... 15

Recent Threatened Litigation .................................................... 15 Proposed Legislative Amendment ............................................. 15

INTRODUCTION ............................................................................ 1 DESCRIPTION OF THE SERIES 2012 BONDS .......................... 2

General ......................................................................................... 2 Limited Obligations ..................................................................... 2 Payment of the Series 2012 Bonds .............................................. 3 Redemption .................................................................................. 3 Conversion of the Series 2012 Bonds to Another

Determination Method .......................................................... 6 Book-Entry-Only System ............................................................ 7

SECURITY ...................................................................................... 9 The Series 2012 Bonds ................................................................ 9 Secured Obligations ..................................................................... 9 Debt Service Reserve Account .................................................. 11 Priority of Payment .................................................................... 11 Additional Permitted Indebtedness under the Senior Loan

Agreement ........................................................................... 11 Direct Agreements and Consent and Agreements .................... 12 Intercreditor Terms among the Secured Creditors .................... 13 Subordination of the TIFIA Loan .............................................. 14 Other Terms of the Intercreditor Agreement............................. 15

THE PROJECT .............................................................................. 16 Regional Need for Project ......................................................... 17 Statutory Authorization ............................................................. 18 Construction and Rehabilitation of the Project Assets .............. 19 Right of Way Acquisition .......................................................... 19 Operation and Maintenance ....................................................... 20 Tolling on the Project ................................................................ 21 Project Participants .................................................................... 25

THE PRINCIPAL PROJECT AGREEMENTS ............................ 31 The Comprehensive Agreement ................................................ 31 The Design Build Contract ........................................................ 43 Tolling Contract ......................................................................... 49 Interface Agreement .................................................................. 55 The Electronic Toll Collection Agreement ............................... 56

FINANCING FOR THE PROJECT .............................................. 57 General ....................................................................................... 57 Series 2012 Bonds ..................................................................... 57 Additional Permitted Indebtedness Permitted Under the

Senior Loan Agreement ...................................................... 58 TIFIA Loan ................................................................................ 58 VDOT Funding .......................................................................... 65 Capital Contributions ................................................................. 67

PROJECT ACCOUNTS AND FLOW OF FUNDS ...................... 70 Project Accounts ........................................................................ 70 Withdrawal and Application of Funds; Priority of

Transfers from Project Accounts ........................................ 80 Flow of Funds Prior to Substantial Completion of the

New Project Assets Date – Project Revenue Sub-Account of the Construction Account ................................ 81

Flow of Funds After Substantial Completion of the New Project Assets Date – Revenue Account ............................ 83

Application of Proceeds following an Enforcement Action .................................................................................. 87

Termination Proceeds ................................................................ 89 APPROPRIATIONS ...................................................................... 90

General ....................................................................................... 90 Virginia Budgetary and Appropriations Process ....................... 90 Financial Control Procedures .................................................... 91

ADVISOR REPORTS ................................................................... 91 Downtown Tunnel/Midtown Tunnel/Martin Luther King

Freeway (MLK) Extension – Traffic and Revenue Forecasts (SDG – Company Traffic Consultant) ............... 91

Independent Traffic and Revenue Advisor Report (Arup) and Independent Technical Advisor Report (Arup) ........... 94

Independent Technical Advisor Report (Arup) ......................... 96 PROJECTED FINANCIAL INFORMATION .............................. 98

Projected Sources and Uses of Funds up to the Substantial Completion of the New Project Assets Date ..................................................................................... 99

Projected Cash Flow up to Substantial Completion of the New Project Assets ........................................................... 102

Projected Operating Revenues, Expenses and Debt Service Coverage .............................................................. 105

RISK FACTORS .......................................................................... 108 Limited Obligation of the Issuer .............................................. 108 Company is Special Purpose Entity ........................................ 108 Appropriation Risk .................................................................. 108 Political, Litigation and Community Risks ............................. 109 Control-Related Risks .............................................................. 110 Termination Risk Under the Comprehensive Agreement ....... 110 Construction Risks ................................................................... 111 Operational Risks ..................................................................... 113 Uncertainties of Forecasts and Assumptions .......................... 114 Competing Transportation Facilities ....................................... 115 Change in Law ......................................................................... 116 Governmental Approvals ......................................................... 116 Environmental Risks ................................................................ 116 Third Party Actions Affecting the Project ............................... 117 VDOT Suspension Rights ....................................................... 117 Incurrence of Additional Senior Debt on Parity with the

Bonds ................................................................................ 117 Risks Relating to Collateral ..................................................... 118 Bankruptcy-Related Risks ....................................................... 118 Potential Insufficiency of Funding Sources ............................ 119 Rating Risks ............................................................................. 120 Risks Relating to Market Liquidity for the Bonds .................. 120 Risks Relating to Tax Matters ................................................. 120

REPORTING REQUIREMENTS UNDER THE SENIOR LOAN AGREEMENT .................................................................... 120

CONTINUING DISCLOSURE ................................................... 121 LEGAL MATTERS ..................................................................... 121 TAX MATTERS .......................................................................... 122

Opinion of Bond Counsel ........................................................ 122 Original Issue Discount ........................................................... 122 Bond Premium ......................................................................... 123 Other Tax Matters with Respect to the Series 2012

Bonds ................................................................................ 123 NO LITIGATION ........................................................................ 124

The Issuer ................................................................................. 124 The Company ........................................................................... 124 VDOT ...................................................................................... 124

LITIGATION – CERTAIN CONSIDERATIONS ..................... 124 RELATED PARTY TRANSACTIONS ...................................... 125 RATINGS ..................................................................................... 126 UNDERWRITING ....................................................................... 126 REGISTRATION OF BONDS .................................................... 127 MISCELLANEOUS .................................................................... 127

Additional Information ............................................................ 127 Compliance with Section 7.04 of the Comprehensive

Agreement ......................................................................... 127 Official Statement Certification .............................................. 127

Appendix A DEFINITIONS OF TERMS .................................. A-1 Appendix B SUMMARY OF CERTAIN PROVISIONS OF THE

COMPREHENSIVE DEVELOPMENT ............................ B-1 Appendix C SUMMARY OF CERTAIN PROVISIONS OF THE

TOLLING CONTRACT ..................................................... C-1 Appendix D SUMMARY OF CERTAIN PROVISIONS OF THE

DESIGN BUILD CONTRACT ......................................... D-1 Appendix E SUMMARY OF CERTAIN PROVISIONS OF THE

SECURITY DOCUMENTS ............................................... E-1

iv

Appendix F SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ...................................................................... F-1

Appendix G SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT ........................................ G-1

Appendix H DOWNTOWN TUNNEL/ MIDTOWN TUNNEL/MARTIN LUTHER KING FREEWAY (MLK) EXTENSION – TRAFFIC AND REVENUE FORECASTS (SDG) .................................................................................. H-1

Appendix I INDEPENDENT TRAFFIC AND REVENUE ADVISOR REPORT ............................................................................... I-1

Appendix J INDEPENDENT TECHNICAL ADVISOR REPORTJ-1 Appendix K FORM OF BOND COUNSEL OPINION ............. K-1 Appendix L FORM OF CONTINUING DISCLOSURE

AGREEMENT .................................................................... L-1

S-1

SUMMARY

This Summary is not complete and does not contain all of the information that investors should consider before making any investment decision with respect to the Series 2012 Bonds. Investors should read the more detailed information appearing in this Official Statement and the documents summarized or described herein in their entirety for a more complete understanding of the Project, the offering and the Series 2012 Bonds. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in APPENDIX A.

THE SERIES 2012 BONDS

Series 2012 Bonds .................................. Virginia Small Business Financing Authority Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project), Series 2012 (the “Series 2012 Bonds”) in the aggregate principal amount of $663,750,000. The Series 2012 Bonds are being issued as fully registered bonds in denominations of $5,000 and integral multiples thereof. See “DESCRIPTION OF THE SERIES 2012 BONDS—General.”

Issuer ...................................................... Virginia Small Business Financing Authority, a public body corporate and a political subdivision of the Commonwealth of Virginia (the “Issuer”) created pursuant to the provisions of the Virginia Small Business Financing Act, Article 7, Chapter 22, Title 2.2 Code of Virginia of 1950, as amended (the “Bond Act”). See “THE PROJECT—Project Participants—The Issuer” and “NO LITIGATION—The Issuer.”

Indenture ................................................ The Series 2012 Bonds will be issued pursuant to an Indenture of Trust, to be dated as of April 1, 2012 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as the trustee (the “Trustee”). See APPENDIX F “—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

Limited Obligations ............................... The Series 2012 Bonds and any Additional Bonds issued under the Indenture (collectively, the “Bonds”) are limited non-recourse obligations of the Issuer payable solely from the Trust Estate created under the Indenture, including payments made by the Elizabeth River Crossings Opco, LLC (the “Company”) under the Senior Loan Agreement. The Company’s obligations under the Senior Loan Agreement and the Company’s other Secured Obligations are payable from the Collateral pledged and assigned under the Security Documents. The Bonds do not constitute a debt, liability or general obligation of the Commonwealth of Virginia (the “Commonwealth”) or any political subdivision thereof (other than the Issuer to the extent described herein), or a pledge of the faith and credit of the Commonwealth or any political subdivision thereof and are payable by the Issuer solely as provided in the Indenture. The Issuer will not be obligated to pay the Bonds, including the Series 2012 Bonds, the interest thereon or other costs incident thereto except from the Trust Estate, including the Revenues, pledged by the Issuer in the Indenture. Neither the faith and credit nor the taxing power of the Commonwealth or any political subdivision thereof is pledged to the payment of the principal of, or the interest on the Bonds. Payment of the principal of, redemption premium, if any, and interest on the Bonds does not constitute a claim against VDOT’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way, VDOT’s interest under the Comprehensive Agreement described

S-2

below or interest and estate in and to the Project or any part thereof. See “DESCRIPTION OF THE SERIES 2012 BONDS—Limited Obligations.”

Collateral ................................................ The Bonds, the TIFIA Loan and any other Secured Obligations will be payable from the Collateral held by Deutsche Bank Trust Company Americas, as the collateral agent (the “Collateral Agent”), in accordance with the terms of a Collateral Agency and Account Agreement, dated as of April 1, 2012 (the “Collateral Agency Agreement”), among Deutsche Bank Trust Company Americas, as securities intermediary and Collateral Agent, and the Company and pursuant to the other Security Documents. The payment of the Secured Obligations will be secured by (a) the Company’s assignment and pledge to, and grant to the Collateral Agent of a security interest in and a lien on (i) all of the Company’s personal property, including the Company’s rights under the Comprehensive Agreement and the other agreements to which the Company is a party and (ii) all funds, including certain toll revenues, held by the Collateral Agent in certain accounts; and (b) a pledge by Elizabeth River Crossings Holdco, LLC, the owner of the Company (“ERC Holdings”), of its membership interests in the Company. See “SECURITY.”

Interest Rates ......................................... The Series 2012 Bonds will bear interest at the fixed rates shown on the inside cover of this Official Statement unless converted to another interest Determination Method on or after July 1, 2022, the date on which the Series 2012 Bonds become subject to optional redemption. At any time the Series 2012 Bonds are subject to optional redemption, the Company may elect to purchase the Series 2012 Bonds in lieu of optional redemption or to cause the mandatory tender of Series 2012 Bonds in order to, upon satisfaction of certain conditions in the Indenture, change the interest Determination Method on the Series 2012 Bonds. The Indenture provides, however, that unless the interest Determination Method is changed on all of the Series 2012 Bonds, the Series 2012 Bonds shall remain in a fixed rate mode. Interest on the Series 2012 Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. This Official Statement does not describe the Series 2012 Bonds in any of the other interest Determination Methods.

Interest Payment Dates .......................... Interest on the Series 2012 Bonds will be payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2013.

Maturity Dates ....................................... The maturity dates are set forth on the inside cover page of this Official Statement.

Optional Redemption ............................. The Series 2012 Bonds are subject to optional redemption in whole or in part by the Issuer at the direction of the Company prior to maturity on any business day on or after July 1, 2022 at a Redemption Price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption. See “DESCRIPTION OF THE SERIES 2012 BONDS—Redemption—Optional Redemption.”

S-3

Purchase in Lieu of Optional Redemption ............................................

If Series 2012 Bonds are called for optional redemption, the Company may elect to purchase in lieu of optional redemption all or any portion of the Series 2012 Bonds called for optional redemption upon provision of written notice to the Trustee prior to or on the business day immediately preceding the date fixed for redemption. See “DESCRIPTION OF THE SERIES 2012 BONDS—Redemption –Purchase of Series 2012 Bonds in Lieu of Optional Redemption.”

Extraordinary Optional Redemption ..... The Series 2012 Bonds are subject to extraordinary optional redemption in whole or in part by the Issuer, at the direction of the Company, at a Redemption Price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption, on or after the earlier of the 5-year Redemption Date and the Substantial Completion of the New Project Assets Date from any excess unspent Series 2012 Bond proceeds that remain in the PABs Sub-Account of the Construction Account and that are not to be applied to pay other Project-related costs in accordance with the Senior Loan Agreement.

Extraordinary Mandatory Redemption ............................................

The Bonds, including the Series 2012 Bonds, are subject to extraordinary mandatory redemption by the Issuer, in whole or in part (and if in part, selected as described below), on any date, at a Redemption Price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption. The Company must cause the extraordinary mandatory redemption of some or all of the Bonds upon the occurrence of certain events described under “DESCRIPTION OF THE SERIES 2012 BONDS —Redemption–Extraordinary Mandatory Redemption” and “– Selection of Series 2012 Bonds for Redemption.”

Mandatory Sinking Fund Redemption ............................................

The Series 2012 Bonds of each maturity are subject to mandatory redemption in part through application of sinking fund installments at a Redemption Price equal to 100% of the principal amount of each Series 2012 Bond or portion thereof to be redeemed plus accrued interest to the date fixed for redemption. See “DESCRIPTION OF THE SERIES 2012 BONDS—Redemption—Mandatory Sinking Fund Redemption.”

Ratings ................................................... S&P is expected to assign a rating of “BBB-” to the Series 2012 Bonds and Fitch is expected to assign a rating of “BBB-” to the Series 2012 Bonds by the Financial Close Date. These ratings are not a recommendation to buy, sell or hold the Series 2012 Bonds and are subject to revision or withdrawal at any time by the rating agencies. See “RATINGS” herein.

Use of Series 2012 Bond Proceeds ........ The proceeds of the Series 2012 Bonds will be loaned to the Company primarily to pay a portion of the costs of the design, construction, commissioning and financing of the Project described herein. The remaining proceeds are to be applied to pay other Project Costs, including (i) a portion of the interest to accrue on the Series 2012 Bonds during construction of the Project, (ii) a deposit to the Debt Service Reserve Account (except to the extent funded by the TIFIA Loan) and (iii) certain costs of issuing the Series 2012 Bonds. See “FINANCING FOR THE PROJECT.”

Risk Factors ........................................... A number of risks that could affect the payments to be made with respect to the Series 2012 Bonds and/or the market value or liquidity of the Bonds, including the Series 2012 Bonds, are described in this

S-4

Official Statement. Risks include litigation risk and appropriation risk, the risk of changes of law; the risk of increased costs of, or delays in, construction of the Project Assets, the risk that actual results, including toll revenues actually collected and operating and maintenance expenses actually incurred, differ from those assumed or projected in the reports provided by the Traffic Advisors; force majeure and enforceability risks; and the risk that Bondholder claims to the Collateral for the Series 2012 Bonds will be proportionally reduced by claims of holders of Additional Permitted Indebtedness and/or by claims of the TIFIA Lender under certain circumstances. See “RISK FACTORS” for a discussion of some of the risks that could affect the market value and/or liquidity of the Bonds, including the Series 2012 Bonds.

Book-Entry-Only System ....................... DTC will act as the securities depository for the Series 2012 Bonds. The Series 2012 Bonds will be issued as fully-registered bonds in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2012 Bond certificate will be issued for the Series 2012 Bonds of each maturity, in the aggregate principal amount of such maturity, and will be deposited with DTC. See “DESCRIPTION OF THE SERIES 2012 BONDS—Book-Entry-Only System.”

THE PROJECT AND PROJECT PARTICIPANTS

Virginia Department of Transportation .......................................

VDOT is a public agency of the Commonwealth and is responsible for building, operating and maintaining the Commonwealth highway system under legislation enacted by the General Assembly of the Commonwealth (the “General Assembly”) and in accordance with policies and procedures adopted by the Commonwealth Transportation Board (the “CTB”), VDOT’s oversight board. Part of VDOT’s mandate includes the consideration of public private partnerships as a method of procuring needed transportation facilities. The Office of Transportation Public-Private Partnerships, a division of VDOT, is responsible for developing, implementing and administering public private partnerships procured through the Public-Private Transportation Act of 1995, as amended (the “PPTA”). The Project is being undertaken as a public-private partnership pursuant to the PPTA.

VDOT and the Company entered into a Comprehensive Agreement with respect to the Project on December 5, 2011 and as described below, amended the Comprehensive Agreement on March 21, 2012 pursuant to Amendment No. 1 to the Comprehensive Agreement (as so amended, the “Comprehensive Agreement”).

The Project ............................................. The Project, which is located in the cities of Portsmouth and Norfolk, Virginia, includes (i) the development, design, construction, operation, maintenance and tolling of a new two-lane tunnel adjacent to the Existing Midtown Tunnel, (ii) the development, design, construction, operation, maintenance and tolling of the extension of the four-lane limited access Martin Luther King Freeway in Portsmouth, Virginia (iii) the rehabilitation, operation, maintenance and tolling of the Existing Midtown Tunnel, (iv) the rehabilitation, operation, maintenance and tolling of the Existing Downtown Tunnels and (v) the design, construction, completion, testing, commissioning, operation

S-5

and maintenance of an all-electronic tolling system on the Existing Midtown Tunnel and Existing Downtown Tunnels and the New Midtown Tunnel and New MLK Extension, that is compatible with the tolling network operated as part of the E-ZPass system (collectively, the “Project”).

The Company ......................................... Elizabeth River Crossings Opco, LLC (the “Company”) is a Delaware limited liability company that was formed on November 30, 2011 for the principal purpose of undertaking the Project. ERC Holdings is the direct holder of 100% of the outstanding membership interests of the Company. The membership interests in ERC Holdings are owned 50% by Skanska ID ERC Holdings LLC (“Skanska ID ERC Holdings”), an indirect subsidiary of Skanska, Inc. (a subsidiary of Skanska AB), and 50% by Macquarie Midtown Holdings, LLC (“Macquarie Holdings” and together with Skanska ID ERC Holdings, the “Equity Participants”). Macquarie Holdings is directly or indirectly owned by Macquarie Infrastructure Partners II U.S., L.P., Macquarie Infrastructure Partners II International, L.P. and MMIT Midtown Holdings Pty Ltd, each an affiliate of Macquarie Capital (USA) Inc., the financial advisor to the Company. See “THE PROJECT —Project Participants — The Company,” “—Skanska Infrastructure Development, Inc.” and “—Macquarie Group.”

Comprehensive Agreement .................... Pursuant to the Comprehensive Agreement, VDOT has granted the Company the exclusive right to finance, develop, design, construct, manage, operate and maintain the Project and the exclusive right to establish, impose, charge, collect, use and enforce payment of tolls and related charges, in accordance with and subject to the terms thereof.

The term of the Comprehensive Agreement commenced on December 5, 2011 and will remain in effect until the first to occur of (i) the 58th anniversary of the Financial Close Date, as such date may be extended in connection with certain Delay Events, in accordance with the Comprehensive Agreement or (ii) upon the earlier termination of the Comprehensive Agreement in accordance with its terms. Upon the end of the term of the Comprehensive Agreement, the Company will, among other things, be obligated to hand back the Project to VDOT, at no charge to VDOT, with asset conditions as specified in the technical requirements of the Comprehensive Agreement. See “THE PROJECT —Construction and Rehabilitation of Project Assets” and “THE PRINCIPAL PROJECT AGREEMENTS—The Comprehensive Agreement.”

Upon the occurrence of any of the termination events set forth in the Comprehensive Agreement, the Comprehensive Agreement may be terminated by either VDOT or the Company, as applicable, in which case VDOT will be obligated, subject to appropriation by the Virginia General Assembly and allocation by the CTB for such purpose, to make termination payments to the Company, the amount of which will vary depending upon the circumstances. See “THE PRINCIPAL PROJECT AGREEMENTS —The Comprehensive Agreement –Termination Rights.”

S-6

Design Build Contract ........................... The Company and SKW Constructors, a Skanska, Kiewit, Weeks JV (the “Design Build Contractor”) have entered into the Design Build Contract, pursuant to which, subject to limited exceptions, all of the Company’s obligations under the Comprehensive Agreement with respect to the design, rehabilitation and construction of the Project will be undertaken by the Design Build Contractor on a lump-sum, fixed-price, turnkey basis for a contract price of $1,468,460,000, as of the Financial Close Date, adjusted as described herein. Skanska USA Civil Southeast Inc., Kiewit Infrastructure Co. and Weeks Marine, Inc., as the members of the Design Build Contractor, are jointly and severally liable for the obligations of the Design Build Contractor under the Design Build Contract. Each of Skanska AB and Kiewit Infrastructure Group Inc. has provided a parent company guaranty in favor of the Company. Each parent company guaranty guarantees all of the obligations of the Design Build Contractor under the Design Build Contract. See “THE PRINCIPAL PROJECT AGREEMENTS —The Design Build Contract.”

Tolling Contract ..................................... The Company and Federal Signal Technologies, LLC (the “Tolling Contractor”) have entered into the Tolling Contract, pursuant to which all of the Company’s obligations under the Comprehensive Agreement with respect to the design, construction, completion, testing, commissioning, operation and maintenance of the tolling system components of the Project, as well as the toll collection and other related services (other than services VDOT is expected to provide in connection with E-ZPass under the Electronic Toll Collection Agreement described below), will be undertaken by the Tolling Contractor during the term of the Tolling Contract. The Tolling Contractor’s obligations are guaranteed by Federal Signal Corporation. See “THE PRINCIPAL PROJECT AGREEMENTS —The Tolling Contract.”

The Project includes an all-electronic, cashless highway-speed tolling system that is interoperable with the E-ZPass network, currently the largest electronic tolling system in the United States. See “THE PROJECT –Tolling on the Project.” The Comprehensive Agreement and the Tolling Contract provide that toll collection may commence on the Tolling and O&M Work Commencement Date with respect to the applicable Project Asset. Tolling of the Existing Midtown Tunnel and the Existing Downtown Tunnels currently is scheduled to commence no later than September 30, 2012, partially funding Project Costs, and tolling of the New Midtown Tunnel and the New MLK Extension is scheduled to commence on December 31, 2016. See “THE PROJECT” and “THE PROJECT—Tolling on the Project” below.

The Tolling and O&M Work Commencement Date of each Project Asset is subject to the satisfaction of certain conditions set forth in the Comprehensive Agreement. See “APPENDIX B –SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance – Tolling and O&M Work Notice to Proceed.”

The Tolling Contract provides that the Tolling Contractor will perform tolling operations, maintenance and management of back office toll processing functions for the Project and toll collection and other related services (other than services VDOT is expected to provide in

S-7

connection with E-ZPass under the Electronic Toll Collection Agreement described below), for a period ending five years following substantial completion of the last Project Asset to achieve substantial completion under the Tolling Contract, unless earlier terminated. The term of the Tolling Contract may be extended for an additional two years in one-year increments in the Company’s sole discretion. Thereafter, the Company may elect to continue outsourcing tolling operations or to perform the tolling operations itself.

See “THE PRINCIPAL PROJECT AGREEMENTS –The Tolling Contract.”

Interface Agreement .............................. To fulfill some of its obligations under the Comprehensive Agreement relating to the coordination of the design and construction work, the Company has entered into the Interface Agreement with the Design Build Contractor and the Tolling Contractor, whereby the Design Build Contractor and the Tolling Contractor have agreed, among other things, (i) to cooperate in order to satisfy their respective obligations to complete the DB Work and the TC Work, as applicable, in accordance with an agreed division of responsibilities and (ii) to cooperate in providing relevant site access and achieving the overall Project milestones included in the initial baseline schedule attached to the Interface Agreement.

See “THE PRINCIPAL PROJECT AGREEMENTS —Interface Agreement.”

Electronic Toll Collection Agreement ..............................................

The Company and VDOT are entering into the Electronic Toll Collection Agreement, pursuant to which VDOT agrees that during the term thereof, VDOT will provide toll transaction account management services to the Company in connection with transactions processed through the E-ZPass network, including customer services, the distribution of transponders, the collection of tolls charged through E-ZPass and the operation of E-ZPass customer service centers. See “THE PROJECT —Tolling on the Project – Tolling Operations” and “FINANCING FOR THE PROJECT” and “THE PRINCIPAL PROJECT AGREEMENTS —The Electronic Toll Collection Agreement.”

Toll Rates ............................................... The Company has the right to charge toll rates for different user classifications based on vehicle classifications (light vehicles/heavy vehicles), time periods within a day (peak period/non-peak period), the applicable Project Asset, transaction type (transponder/non-transponder) and, with respect to the New MLK Extension, whether the vehicles are traveling through both the New MLK Extension as well as any of the Existing Midtown Tunnel, New Midtown Tunnel or Existing Downtown Tunnels within a 30-minute period. Subject to the terms of the Comprehensive Agreement (including any adjustments to the toll rates agreed to with VDOT under certain circumstances), the maximum toll rate for tolled vehicles with transponders and the maximum toll rate for tolled vehicles without transponders applicable at any point during the term will, in each case, be calculated in accordance with certain formulas set forth in the Comprehensive Agreement, which are based on (i) the maximum base toll rate plus, with respect to tolled vehicles without transponders, the maximum surcharge, in each case, set forth in the Comprehensive Agreement for the applicable user

S-8

classification in un-inflated U.S. dollars and (ii) a cumulative escalation index for the particular year which is based on (A) the applicable escalation factor for such year, which will be the greater of 3.50% and the percentage change in CPI during the prior 12-month period and (B) the cumulative escalation index applicable in the prior year. The Company has the right to impose, charge, collect and enforce a surcharge, as described above, for tolled vehicles without a transponder for the applicable user classification in accordance with the Comprehensive Agreement. Finally, the Company may, subject to certain conditions, adopt and implement discount programs and any other promotional incentives agreed upon in writing with VDOT for different classes or groups of Project users.

For the period from the Tolling and O&M Work Commencement Date up to, but not including, the Substantial Completion Date for the applicable Project Asset, however (and assuming that VDOT does not exercise its option under the CA Amendment), the maximum transponder and non-transponder toll rates will be the tolls described for this period in the Comprehensive Agreement. Such initial maximum toll rates for tolled vehicles with transponders are (i) with respect to the Existing Midtown Tunnel, the Existing Downtown Tunnels and the New Midtown Tunnel, (A) $1.59 off-peak and $1.84 peak for light vehicles and (B) $4.77 off-peak and $7.36 peak for heavy vehicles and (ii) with respect to the New MLK Extension (A) light vehicles, $1.00 for non-tunnel users and $0.50 for tunnel users during both peak and off-peak periods and (B) heavy vehicles, $3.00 for non-tunnel users and $1.50 for tunnel users during both peak and off-peak periods. The initial maximum toll rates for tolled vehicles without transponders are equal to (x) the initial maximum toll rates applicable to tolled vehicles with transponders, plus (y) the maximum surcharge applicable to tolled vehicles without transponders during such period, which maximum surcharge is equal to (A) in the case of the Existing Midtown Tunnel, the Existing Downtown Tunnels and the New Midtown Tunnel, $3.18 for light and heavy vehicles during both peak and off-peak periods and (B) in the case of the New MLK Extension (I) $2.00 for light and heavy non-tunnel users during both peak and off-peak periods and (II) $0.00 for light and heavy tunnel users during both peak and off-peak periods.

Toll Violations Enforcement ................. The Code of Virginia makes it unlawful to use a toll facility without paying the specified toll (except under certain circumstances, including with respect to certain exempt vehicles and during specified emergencies) and permits a toll facility operator to install and operate photo-monitoring and/or automatic vehicle identification systems at locations where tolls are collected for the use of such toll facility. The Code of Virginia also allows information gathered by such systems to be used as evidence in court and proof of a violation. See “THE PROJECT —Tolling on the Project –Toll Violations Enforcement.”

Operations and Maintenance ................ Under the Comprehensive Agreement, the Company is responsible for operations and maintenance of the Project. Except for the operations and maintenance of the tolling system for which the Tolling Contractor is responsible during the term of the Tolling Contract and certain toll transaction account management services for which VDOT is responsible during the term of the Electronic Toll Collection Agreement, the Company intends to self-perform the majority of the

S-9

Project operations and maintenance responsibilities but to outsource a number of specific functions, such as major storm cleanup, wrecker services and washing tunnel interiors. See “THE PROJECT —Operations and Maintenance” and “RELATED PARTIES.”

FINANCING FOR THE PROJECT

General ................................................... The total cost of completing the Project, including financing costs and operating and maintenance costs expected to be incurred prior to the Project’s expected Final Completion Date, is currently estimated to be approximately $2,040,840,000. Project costs are expected to be funded from proceeds of (i) the Series 2012 Bonds, (ii) a not to exceed $422,000,000 TIFIA Loan, (iii) approximately $308,605,000 (as adjusted as described herein, the “Public Funds Amount”) payable by VDOT in accordance with the terms of the Comprehensive Agreement, (iv) capital contributions to be made by the Equity Participants, (v) project revenues anticipated to be received during the construction period, and (vi) interest earnings, all as described below. See “FINANCING FOR THE PROJECT.”

Series 2012 Bonds .................................. The initial senior secured indebtedness to be incurred in connection with the financing of the Project will be comprised solely of the Series 2012 Bonds. All of the proceeds of Series 2012 Bonds and the proceeds of any Additional Bonds issued as described below will be loaned by the Issuer to the Company pursuant to the loan agreement to be entered into between the Issuer and the Company (the “Senior Loan Agreement”). To secure the repayment of the Bonds, including the Series 2012 Bonds, all of the Issuer’s right, title and interest in the Trust Estate will be assigned to, and will be subject to a security interest in favor of, the Trustee. Pursuant to the Senior Loan Agreement, the Company will be required to make periodic payments to enable the Trustee to make timely payment to the Owners the principal of, purchase price or Redemption Price of and interest on the Bonds as provided in the Indenture. In addition, payment of the Secured Obligations will be secured by an assignment and pledge of and lien on the Collateral in accordance with the Collateral Agency Agreement and the other Security Documents. See “SECURITY” and “FINANCING FOR THE PROJECT— The Series 2012 Bonds.”

Additional Permitted Indebtedness ....... Additional Permitted Indebtedness may be issued, subject to the approval of the TIFIA Lender and upon satisfaction of certain other requirements. See “SECURITY” and “FINANCING FOR THE PROJECT–Additional Permitted Indebtedness.”

TIFIA Loan ............................................ Pursuant to the TIFIA Loan Agreement to be entered into between the US Department of Transportation, acting by and through the Federal Highway Administrator (the “TIFIA Lender”) and the Company, the TIFIA Lender will provide a loan in connection with the financing of the Project in an initial aggregate principal amount not to exceed $422,000,000 (the “TIFIA Loan”). The proceeds of the TIFIA Loan will be funded pursuant to multiple disbursements and used to finance up to 33% of certain Project Costs that are eligible to be financed with proceeds of the TIFIA Loan pursuant to federal law. Interest on the TIFIA Loan will accrue but will not be payable until after the Substantial Completion of the New Project Assets Date.

S-10

The Company’s obligation to repay the TIFIA Loan (the “TIFIA Obligations”) will be secured by a lien on the Collateral subordinate to the lien on the Collateral securing the Bonds and any Additional Permitted Indebtedness except that upon the occurrence of a Bankruptcy Related Event (for so long as the TIFIA Loan is held by the TIFIA Lender or another federal governmental entity) the TIFIA Loan automatically will be of equal rank with the Bonds (and any Additional Fixed Senior Obligations), all in accordance with and subject to the terms of the Intercreditor Agreement. See “SECURITY – Intercreditor Agreement” and APPENDIX E – “SUMMARY OF CERTAIN PROVISIONS OF THE SECURITY DOCUMENTS.” Pursuant to the terms of the Intercreditor Agreement, the Trustee is the Instructing Controlling Party so long as any Bonds are outstanding. The TIFIA Obligations will be subordinated in right of payment to the obligations arising under the Bonds and any Additional Permitted Indebtedness except that upon the occurrence of a Bankruptcy Related Event (for so long as the TIFIA Loan is held by the TIFIA Lender or another federal governmental entity) the TIFIA Loan automatically will be equal in right of payment with the Bonds (and any Additional Fixed Senior Obligations), all in accordance with and subject to the terms of the Intercreditor Agreement. See “FINANCING FOR THE PROJECT—TIFIA Loan.”

VDOT Funding ...................................... Pursuant to the terms of the Comprehensive Agreement, VDOT is required to provide approximately $308,605,000 (as adjusted as described below) to pay for certain Project Costs during the construction period. Towards funding such amount, approximately $350,000,000 has been deposited into a separate, designated trust account held by U.S. Bank National Association, in its capacity as trustee (the “GARVEE Trustee”), pursuant to the Master Trust Indenture, dated as of February 1, 2012, as supplemented by a First Supplemental Trust Indenture, dated as of February 1, 2012 (collectively, the “GARVEE Indenture”), each between the CTB and the GARVEE Trustee, entered into in connection with the issuance by the Commonwealth of its Federal Transportation Grant Anticipation Revenue Notes, Series 2012A (the “GARVEE Bonds”). The Public Funds Amount is to be used to pay, or to reimburse the Company for the payment of, certain Project costs during the construction period, including debt service on the Bonds. Under the Comprehensive Agreement, the Public Funds Amount is subject to adjustment under certain circumstances and, if reduced, the Company expects that remaining costs will be paid from equity contributions or from the other sources described below. See “FINANCING FOR THE PROJECT—VDOT Funding.”

Potential Deferring of Tolling and Additional VDOT Funding ....................

VDOT and the Company amended the Comprehensive Agreement to provide VDOT an option to postpone the commencement of the collection and enforcement of tolls on any Project Assets until the date on which Substantial Completion of all of the New Project Assets has been achieved. The amendment, Amendment No. 1 to the Comprehensive Agreement, dated as of March 21, 2012 (the “CA Amendment”), provides that VDOT may exercise this option only to the extent that funds for the payment of specified damages calculated in accordance with the terms of the CA Amendment (referred to in this Official Statement as “Tolling Deferral Damages”) have been appropriated by the Virginia General Assembly and allocated by the

S-11

CTB for such purpose. See “THE PROJECT” and “THE PRINCIPAL PROJECT AGREEMENTS—The Comprehensive Agreement – Compensation Events” below and the definition of “Compensation Event” in Appendix A.

In addition, legislation has been introduced in the Virginia Senate which, if passed by the General Assembly and signed by the Governor, would require VDOT and the Company to work cooperatively to develop a strategy to postpone the collection of tolls on the Existing Project Assets until January 1, 2014 and would prohibit tolling before the implementation of the strategy is incorporated into the Comprehensive Agreement. See “THE PROJECT” and “RECENT DEVELOPMENTS.”

Although the Comprehensive Agreement includes tolling of the New MLK Extension, VDOT and the Company have agreed to reconfigure the tolling equipment so that local traffic will not be tolled. VDOT has agreed to compensate the Company for accommodating the change. See “THE PROJECT.”

Base Capital Contributions ...................

On each monthly funding date occurring on or prior to the Substantial Completion of the New Project Assets Date, each Equity Participant is required to cause to be made to the Company a capital contribution (each a “Base Capital Contribution”) equal to such Equity Participant’s Percentage Interest of any Funding Insufficiency as of such monthly funding date. The aggregate Base Capital Commitment of the Equity Participants at any given time will be approximately $221,043,000, less all Base Capital Contributions previously made by the Equity Participants at such time (each Equity Participant’s Percentage Interest of such aggregate amount, its “Base Capital Commitment”). In addition, prior to the Substantial Completion of the New Project Assets Date, if payment of the Bonds is accelerated as a result of an event of default under the Financing Documents, the Equity Participants are required to make contributions of any portion of their Base Capital Commitments not previously contributed. See “FINANCING FOR THE PROJECT—Capital Contributions.” The Equity Participants may make certain additional capital contributions as required or permitted by the Equity Contribution Agreement, the Collateral Agency Agreement and the limited liability company operating agreement of ERC Holdings.

Each Equity Participant is required to secure its obligations to make Base Capital Contributions by providing to the Collateral Agent an Equity Letter of Credit and/or by depositing cash into a Base Cash Collateral Account in the aggregate amount of such Equity Participant’s outstanding Base Capital Commitment.

Project Revenue During Construction; Contingent Capital Contributions .........................................

Unless VDOT exercises its option under the CA Amendment to delay tolling, the Company is scheduled to commence tolling on the Existing Project Assets no later than September 30, 2012. The Company estimates that it will collect approximately $368,212,000 in toll revenues during the period from September 30, 2012 through December 30, 2016, the scheduled Substantial Completion of the New

S-12

Project Assets Date, a portion of which will be used to pay debt service on the Series 2012 Bonds.

A portion of the toll revenues received during construction of the Project is expected to be used to fund Project Costs, including debt service during construction. To offset any shortfall in anticipated toll revenues during construction, the Equity Participants have provided, pursuant to the terms of the Equity Contribution Agreement, Contingent Capital Commitments in an aggregate amount equal to 22% of projected construction period revenues less budgeted O&M Expenditures for the period from the date the Company is scheduled to commence tolling on the Existing Project Assets to the Scheduled Substantial Completion of the New Project Assets Date in each case as set forth in the Company’s Base Case Financial Model provided at Financial Close.

Such Contingent Capital Commitments will be supported by Equity Letters of Credit and/or cash deposited into a Contingent Cash Collateral Account in the aggregate amount of such Equity Participant’s outstanding Contingent Capital Commitment. The Collateral Agency Agreement provides that Contingent Capital Contributions will be deposited into the Project Revenue Sub-Account of the Construction Account in the event that there is a Revenue Shortfall, in an amount equal to such Equity Participant’s Percentage Interest of such Revenue Shortfall. See “FINANCING FOR THE PROJECT – Projected Sources and Uses of Funds Prior to Substantial Completion of the New Project Assets” and “—Projected Cash Flow up to the Substantial Completion of the New Project Assets Date.”

At the end of each month following the scheduled commencement of tolling of the Existing Project Assets until the Scheduled Substantial Completion of the New Project Assets Date, the Contingent Capital Commitment of each Equity Participant will be reduced in an amount equal to such Equity Participant’s Percentage Interest of the amount that the Contingent Capital Commitments of all Equity Participants on such date exceeds 22% of projected revenues less budgeted O&M Expenditures, in each case, through the Scheduled Substantial Completion of the New Project Assets Date.

Excess Net Revenues ............................. To the extent that, during any month, actual Project Revenues less actual O&M Expenditures for such period exceed projected Project Revenues less budgeted O&M Expenditures for such period as set forth in the Company’s Base Case Financial Model provided at Financial Close, such excess is to be deposited into an account in which the Secured Parties have a security interest. Amounts deposited in the Excess Net Revenue Account are to be applied to pay, or reimburse the Company for, Project Costs to the extent funds on deposit in or credited to certain subaccounts of the Construction Account available for such payments are insufficient. Such payments, if and when made, will constitute capital contributions of the Equity Participants and will reduce the Equity Participants’ Contingent Capital Commitment as described above.

Company’s Traffic and Revenue Forecasts ................................................

Elizabeth River Crossings LLC, the predecessor to the Company, commissioned Steer Davies Gleave to provide long-term traffic and revenue projections for the Project which are set forth in the

S-13

Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension Traffic and Revenue Forecasts attached hereto as APPENDIX H. See “ADVISOR REPORTS” and Appendix H.

Independent Traffic and Revenue Report .....................................................

Arup USA, Inc. has provided a report in its capacity as independent traffic and revenue advisor for the benefit of lenders. The report reviews and assesses the traffic and revenue model, forecast and assumptions developed by Steer Davies Gleave and in Section 8 of the report sets forth a Arup base case and certain sensitivity cases for review. See “ADVISOR REPORTS” and Appendix I.

Independent Technical Report .............. Arup USA, Inc. has provided a report in its capacity as independent technical advisor for the benefit of lenders that reviews the Comprehensive Agreement and related documents, site conditions, preliminary design plans and documents, environmental records and other materials to assess the degree to which potential Project risks have been mitigated or transferred to the appropriate party. See “ADVISOR REPORTS” and Appendix J.

SECURITY

Project Accounts and Flow of Funds .....................................................

All proceeds of the Bonds, the TIFIA Loan, the Base Capital Contributions, the Contingent Capital Contributions and proceeds of other Additional Permitted Indebtedness and all toll revenues and any compensation payments received by the Collateral Agent are to be deposited into accounts controlled by the Collateral Agent for the benefit of the Bondholders, the holder of the TIFIA Obligations and the holders of other Secured Obligations and used, among other things, to pay costs of the Project, fund certain reserves and pay operation and maintenance expenses, other capital costs, financing costs and debt service, as described herein. See “PROJECT ACCOUNTS AND FLOW OF FUNDS —Project Accounts,” “PROJECT ACCOUNTS AND FLOW OF FUNDS —Flow of Funds Prior to Substantial Completion of the New Project Assets Date –Project Revenues Sub-Account of the Construction Account” and “—Flow of Funds After Substantial Completion of the New Project Assets Date –Revenue Account.”

Debt Service Reserve Account ............... At Financial Close, a portion of the Series 2012 Bond proceeds is being applied to fund a debt service reserve account (to the extent such account is not funded with the proceeds of the TIFIA Loan) (the “Debt Service Reserve Account”) to be held by the Collateral Agent and pledged as security for the benefit of the Trustee on behalf of the Bondholders, the holder of the TIFIA Loan and any other Secured Creditors. The Debt Service Reserve Account will be funded in cash on the Financial Close Date in an amount equal to the amount of principal and interest on the Series 2012 Bonds and TIFIA Mandatory Debt Service, in each case, accruing during the next six-month period. Commencing on the December 31, 2012 Calculation Date, any shortfall in the Debt Service Reserve Required Balance is required to be funded semi-annually from available cash flow so that the amount on deposit in the Debt Service Reserve Account equals the amount of principal and interest on the Senior Obligations and TIFIA Mandatory Debt Service due on the next July 1 in the case of a December 31 Calculation Date or on the next January 1 in the case of a June 30 Calculation Date. To the extent funds in the Debt Service Reserve

S-14

Account on each Calculation Date exceed the Debt Service Reserve Required Balance, those excess funds will be released and transferred to the Revenue Account.

Commencing on the fifth anniversary of the Financial Close Date, upon the satisfaction of certain conditions and upon notice to the Trustee and the TIFIA Lender, the Company may substitute for all or any portion of the cash or permitted investments then on deposit in the Debt Service Reserve Account, an Acceptable Letter of Credit, in an amount equal to the amount of cash or permitted investments so substituted in the Debt Service Reserve Account. See the definition of “Acceptable Letter of Credit” in Appendix A.

See “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Debt Service Reserve Account.”

Major Maintenance Reserve Account ..................................................

At Financial Close, the Company will establish with the Collateral Agent the major maintenance reserve account (the “Major Maintenance Reserve Account”) which will be pledged to the Collateral Agent, for the benefit of the Secured Parties. The Major Maintenance Reserve Account will be funded on the Substantial Completion of the New Project Assets Date, from available funding sources as described herein, in an amount equal to 100% of the projected Maintenance Capital Expenditures for the period from the Substantial Completion of the New Project Assets Date and ending on the 10th anniversary of the Financial Close Date. Thereafter, the Major Maintenance Reserve Account is to be funded in accordance with the formula set forth in the Comprehensive Agreement as to expected maintenance capital expenditures in the following four years. See the definition of “Major Maintenance Reserve Required Balance” in “APPENDIX A —Definitions.”

Upon notice to the Trustee and TIFIA Lender, the Company may substitute for all or any portion of the cash or permitted investments on deposit in the Major Maintenance Reserve Account, an Acceptable Letter of Credit, in an amount equal to the amount of cash or permitted investments so substituted in the Major Maintenance Reserve Account. See the definition of “Acceptable Letter of Credit” in Appendix A.

See “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Major Maintenance Reserve Account.”

S-15

RECENT DEVELOPMENTS

Recent Threatened Litigation

As summarized in “THE PRINCIPAL PROJECT AGREEMENTS – The Comprehensive Agreement,” VDOT has granted the Company the right to impose, charge, collect, use and enforce the collection of tolls for use of the Project pursuant to the terms of the Comprehensive Agreement. VDOT and the Company entered into the Comprehensive Agreement pursuant to the statutory authority granted to VDOT pursuant to the PPTA. See “THE PROJECT – Statutory Authorization.” See also “THE PROJECT – Project Participants” for a description of VDOT. Media outlets in the Portsmouth and Norfolk area have reported that certain opponents of the Project are considering initiating a legal challenge to various elements of the Project, including seeking to preclude the tolling of the Project or any portion thereof. Such claims may be based, in part, on a challenge to the statutory authority of VDOT to grant tolling rights to the Company and the constitutionality of certain elements of the Comprehensive Agreement.

Each of Hunton & Williams LLP, Virginia counsel to the Company, and the Virginia Attorney General’s Office, on behalf of VDOT, has agreed to deliver a legal opinion on the Financial Close Date based on its independent review and analysis of applicable Virginia law stating that, in the event of any challenge to VDOT’s statutory authority based upon certain prior statutory enactments of the Virginia General Assembly adopted in 1942, most recently amended in 1977 but not expressly repealed, which purport to preclude the imposition of tolls on certain projects over and under the Elizabeth River, if the matter were properly briefed, argued and presented on the facts and the law, a Virginia court (or the Virginia Supreme Court, on appeal), would hold that (i) VDOT has the right, power and authority to grant to the Company the right to impose and collect tolls granted to the Company by VDOT under the Comprehensive Agreement, (ii) the Company has the corresponding right, power and authority to impose and collect tolls on the Project under the Comprehensive Agreement, (iii) the granting of such right, power and authority is valid, binding and enforceable as to VDOT and the Company in accordance with its terms, and (iv) the granting of the right to impose and collect tolls is not precluded by such prior statutory enactments.

In furtherance of the authority to impose user fees and/or tolls pursuant to various sections of the Code of Virginia, the CTB, on March 14, 2012, adopted resolutions (1) ratifying the Project and the terms and conditions of the Comprehensive Agreement, and (2) specifically approving and ratifying the imposition and collection of tolls as contemplated and set forth in the Comprehensive Agreement, including without limitation the specified toll rates and escalation thereof permitted in the Comprehensive Agreement.

In the event a court rules that the right to toll the Project, or any portion thereof, is void or unenforceable, or if an injunction or other legal action enjoining or estopping the Company from tolling the Project, or any portion thereof, were issued, the Company will be precluded from imposing, charging or collecting tolls from users thereof. Although certain remedies may be available to the Company under these circumstances, a limitation or restriction on the Company’s ability to impose and collect tolls on all or any portion of the Project may materially impair or preclude the Company’s ability to pay principal and interest on the Senior Loan which, in turn, may materially impair or preclude the Issuer’s ability to pay principal and interest on the Series 2012 Bonds.

For a further discussion of potential remedies and consequences relating to these matters see “RISK FACTORS – Political, Litigation and Community Risks.”

Proposed Legislative Amendment

On March 26, 2012, the Senate of the Virginia General Assembly approved amendments to the 2012 biennial budget legislation that directs VDOT to work cooperatively with the Company to develop a strategy to delay the initiation of the collection of tolls on the Existing Project Assets until January 1, 2014 and further states that no toll shall be levied prior to the implementation and incorporation of this strategy in the Comprehensive Agreement. On March 21, 2012, the House of Delegates of the Virginia General Assembly rejected the Senate's budget amendments, including the budget amendment described above. The 2012 biennial budget legislation and any amendments thereto will be submitted to a conference committee of legislators to finalize and then must be approved by each of the House of Delegates and the Senate, and signed by the Governor. See “THE PROJECT” and “RISK FACTORS.”

[THIS PAGE INTENTIONALLY LEFT BLANK]

1

$663,750,000 VIRGINIA SMALL BUSINESS FINANCING AUTHORITY

SENIOR LIEN REVENUE BONDS (ELIZABETH RIVER CROSSINGS OPCO, LLC PROJECT)

SERIES 2012

INTRODUCTION

This Official Statement, which includes the cover page, the inside cover page and all of the appendices, is furnished in connection with the issuance by the Virginia Small Business Financing Authority (the “Issuer”) of the Virginia Small Business Financing Authority Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project), Series 2012 in the aggregate original principal amount of $663,750,000 (the “Series 2012 Bonds”) to finance a loan to Elizabeth River Crossings Opco, LLC (the “Company”) to finance a portion of the costs of the Project. The Project includes (i) the development, design, construction, operation, maintenance and tolling of a new two-lane tunnel adjacent to the Existing Midtown Tunnel, which is a two-lane tunnel under the Elizabeth River connecting U.S. Route 58 in Portsmouth, Virginia (“Portsmouth”) to Brambleton Avenue/Hampton Boulevard in Norfolk, Virginia (“Norfolk”), (ii) the development, design, construction, operation, maintenance and tolling of the extension of the four-lane limited access Martin Luther King Freeway in Portsmouth south from London Boulevard to a new interchange at Interstate 264 (I-264), (iii) the rehabilitation, operation, maintenance and tolling of the Existing Midtown Tunnel, (iv) the rehabilitation, operation, maintenance and tolling of the Existing Downtown Tunnels, which are the two, two-lane tunnels under the Elizabeth River along I-264 connecting Portsmouth and Norfolk and (v) the installation of an all-electronic tolling system on the Project that is compatible with the regional tolling network (collectively, the “Project”).

The Project is being undertaken pursuant to the Comprehensive Agreement, entered into on December 5, 2011 and amended on March 21, 2012 (the “Comprehensive Agreement”) by and between the Company and the Virginia Department of Transportation (“VDOT”), an agency of the Commonwealth of Virginia (the “Commonwealth”). Under the Comprehensive Agreement, VDOT has granted the Company the exclusive right to (i) finance, develop, design, construct, manage, operate and maintain the Project and (ii) establish, impose, charge, collect, use and enforce payment of tolls and related charges, in each case, in accordance with and subject to the terms thereof. The Comprehensive Agreement was entered into by VDOT pursuant to the Public-Private Transportation Act of 1995, which was amended and re-enacted by Chapters 504 and 562 of the 2005 Acts of Assembly and became effective July 1, 2005 (as further amended, the “PPTA”). At the end of the term of the Comprehensive Agreement (58 years after the Financial Close Date, subject to early termination in accordance with the Comprehensive Agreement, and subject to extensions of the term in connection with the occurrence of certain Delay Events), the Company will, among other things, be obligated to hand back the Project to VDOT, at no charge to VDOT, with asset conditions as specified in the technical requirements of the Comprehensive Agreement. As described in more detail below, VDOT and the Company entered into an amendment to the Comprehensive Agreement dated as of March 21, 2012 (referred to in this Official Statement as the “CA Amendment”) that, among other things, provides to VDOT an option to postpone the commencement of the collection and enforcement of tolls on any Project Assets. See “THE PROJECT.”

The order and placement of information in this Official Statement, including appendices, are not an indication of relevance, materiality or relative importance, and this Official Statement, including the appendices, must be read in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provision or section of this Official Statement. This Official Statement does not provide information regarding the Series 2012 Bonds after the date, if any, on which the interest rates on the Series 2012 Bonds are converted to another Determination Method as permitted by the Indenture. This Official Statement contains summaries of and references to documents; all such summaries and references are qualified in their entirety by reference to the actual documents. Copies of the documents described in this Official Statement may be obtained during the initial offering period from the principal offices of the Underwriters in New York, New York and thereafter, executed copies may be obtained from the principal offices of the Trustee.

2

Capitalized terms used in this Official Statement and not defined elsewhere have the meanings ascribed to them in Appendix A.

DESCRIPTION OF THE SERIES 2012 BONDS

General

The Series 2012 Bonds are being issued pursuant to the Indenture of Trust, dated as of April 1, 2012 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) in the aggregate principal amount and will mature in the amounts and on the dates indicated on the inside cover of this Official Statement. The Series 2012 Bonds shall be dated the date of their original issuance and bear interest at the rates per annum indicated on the inside cover of this Official Statement. The Series 2012 Bonds bear interest from and including their original issue date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on the basis of a 360-day year comprised of twelve 30-day months, payable commencing on January 1, 2013 and on each January 1 and July 1 thereafter.

The Series 2012 Bonds are being issued as fully registered bonds in denominations of $5,000 and integral multiples thereof. The Series 2012 Bonds will be issued in book-entry form pursuant to the book-entry-only system described herein. Beneficial Owners of the Series 2012 Bonds will not receive physical delivery of any Bond certificates.

The Issuer and the Trustee will treat and consider the person in whose name each Series 2012 Bond is registered in the registration books kept by the Trustee (The Depository Trust Company, New York, New York (“DTC”) so long as the Bonds are held in a book-entry system with DTC) as the absolute owner of such Series 2012 Bond for the purpose of payment of principal, purchase price, interest or premium, if any, with respect to such Series 2012 Bond, for the purpose of giving notices of redemption, tender and other matters with respect to such Series 2012 Bond, for the purpose of registering transfers with respect to such Series 2012 Bond and for all other purposes contemplated by the Indenture or the Series 2012 Bonds. See “—Book-Entry-Only System.”

The Series 2012 Bonds will be registered in the name of Cede & Co., as nominee for DTC. Purchases of beneficial interests in the Series 2012 Bonds will be made in book-entry form. Purchasers of beneficial interests in the Series 2012 Bonds will not receive physical delivery of certificates representing their interest in the Series 2012 Bonds. Interest on the Series 2012 Bonds, together with principal and purchase price, will be paid by the Trustee directly to DTC, so long as DTC or its nominee is the registered owner of the Series 2012 Bonds. The disbursement of such payments to Beneficial Owners will be the responsibility of DTC’s Direct Participants and Indirect Participants, all as defined and more fully described herein. See “—Book-Entry-Only System.”

Limited Obligations

The Series 2012 Bonds and any Additional Bonds issued in the future in accordance with the Indenture (collectively, the “Bonds”) are limited non-recourse obligations of the Issuer payable solely from the Trust Estate created under the Indenture, including payments received by the Trustee from the Collateral Agent. Pursuant to the Indenture, the Issuer mortgages, pledges and grants to the Trustee a security interest, subject to the Security Documents and the Intercreditor Agreement, in all right, title and interest of the Issuer in and to (i) the Revenues (other than the Rebate Fund and the monies therein), including without limitation, all Loan Payments and all other amounts received and receivable by the Issuer under the Senior Loan Agreement and investment income thereon in respect of repayment of the Bond Loan, (ii) subject to the Collateral Agency Agreement and the Intercreditor Agreement, all funds deposited from time to time and earnings thereon in the PABs Sub-Account of the Construction Account held by the Collateral Agent under the Collateral Agency Agreement, and (iii) the Senior Loan Agreement, except for the Unassigned Issuer’s Rights (collectively, referred to as the “Trust Estate”).

The Bonds are limited non-recourse obligations of the Issuer payable solely from the Trust Estate and the Collateral pledged and assigned under the Security Documents. The Bonds do not constitute a debt, liability or general obligation of the Commonwealth or any political subdivision of thereof (other than the Issuer to the extent described herein), or a pledge of the faith and credit of the Commonwealth or any political subdivision thereof and

3

are payable solely as provided by the Issuer in the Indenture. The Issuer will not be obligated to pay the Bonds, including the Series 2012 Bonds, the interest thereon or other costs incident thereto except from the Trust Estate, including the Revenues, pledged by the Issuer in the Indenture. Neither the faith and credit nor the taxing power of the Commonwealth or any political subdivision thereof is pledged to the payment of the principal of, or the interest on the Bonds. Payment of the principal of, redemption premium, if any, and interest on the Bonds does not constitute a claim against VDOT’s fee simple title to or other good and valid real property interest in the Project, the Project Right of Way, VDOT’s interest under the Comprehensive Agreement or interest and estate in and to the Project or any part thereof.

Payment of the Series 2012 Bonds

The principal and Redemption Price of any Series 2012 Bond shall be paid to the Owner thereof as shown on the registration records of the Trustee upon maturity or prior redemption thereof in accordance with the Indenture and upon presentation and surrender at the designated payment office of the Trustee. Interest on the Series 2012 Bonds (other than interest paid as part of the Redemption Price or purchase price of a Series 2012 Bond) shall be paid by check or draft of the Trustee mailed, on or before each Interest Payment Date, to the Owner thereof at the address as it last appears on the registration records of the Trustee at the close of business on the Record Date. Any such interest not so timely paid will cease to be payable to the person who is the Owner thereof at the close of business on the Record Date and will be payable to the person who is the Owner thereof at the close of business on a Special Record Date for the payment of such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever monies become available for payment of the defaulted interest, and notice of the Special Record Date shall be given by the Trustee to the Owners of the Series 2012 Bonds, not less than ten days prior to the Special Record Date, by certified or first-class mail to each such Owner as shown on the Trustee’s registration records on a date selected by the Trustee, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. Alternative means of payment of interest may be used if mutually agreed to in writing between the Owner of any Series 2012 Bond and the Trustee.

Redemption

The Series 2012 Bonds are subject to optional, extraordinary optional, extraordinary mandatory and mandatory sinking fund redemption and purchase in lieu of optional redemption, as described below.

Optional Redemption

The Series 2012 Bonds are subject to optional redemption in whole or in part by the Issuer at the direction of the Company prior to maturity on any business day on or after July 1, 2022 at a Redemption Price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption.

Extraordinary Optional Redemption

The Series 2012 Bonds are subject to extraordinary optional redemption in whole or in part by the Issuer at the direction of the Company at a Redemption Price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption, on or after the earlier of the 5-year Redemption Date and the Substantial Completion Date of the New Project Assets from any excess unspent proceeds of the Series 2012 Bonds that remain in the PABs Sub-Account of the Construction Account that are not applied to other Project costs in accordance with the Senior Loan Agreement and the Indenture.

Extraordinary Mandatory Redemption

The Bonds, including the Series 2012 Bonds, are subject to extraordinary mandatory redemption by the Issuer, in whole or in part (and if in part, selected as described below), on any date at a Redemption Price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption. The Senior Loan Agreement requires the Company to cause the extraordinary mandatory redemption of some or all of the Bonds upon the occurrence of either of the following events:

4

(a) To the extent permitted under the Comprehensive Agreement, from the net amount of insurance or loss proceeds (excluding business interruption insurance), received by the Company, to the extent that the Project or any affected portion thereof cannot be restored or is not required to be restored pursuant to the terms of the Comprehensive Agreement and the Financing Documents and the Company elects not to do so; and

(b) From proceeds of any (A) Significant Force Majeure Termination Amount in connection with a termination of the Comprehensive Agreement as a result of a Significant Force Majeure Event, (B) Company Default Termination Amount in connection with a termination of the Comprehensive Agreement as a result of a Company Default, (C) VDOT Convenience Termination Amount in connection with a termination for convenience of the Comprehensive Agreement and (D) VDOT Default Termination Amount in connection with the termination of the Comprehensive Agreement as a result of a VDOT Default. See “THE PRINCIPAL PROJECT AGREEMENTS –The Comprehensive Agreement –Termination Rights” and “SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT” in Appendix G.

Mandatory Sinking Fund Redemption The Series 2012 Bonds maturing on January 1, 2032, January 1, 2037 and January 1, 2042 and are subject to mandatory redemption in part through application of sinking fund installments, at a Redemption Price equal to 100% of the principal amount of each Series 2012 Bond or portion thereof to be redeemed plus accrued interest, if any, to the date fixed for redemption and without premium, on January 1 and July 1 in the years and in the amounts as set forth below.

Term Bond Maturing on January 1, 2032


Redemption Date Amount Redemption Date Amount January 1, 2028 $ 8,610,000 July 1, 2032 $ 14,360,000

July 1, 2028 9,910,000 January 1, 2033 14,845,000 January 1, 2029 10,430,000 July 1, 2033 17,940,000



July 1, 2031 11,395,000 January 1, 2036 24,840,000 January 1, 2032 10,600,000† July 1, 2036 27,585,000

January 1, 2037 27,350,000† †Final Maturity †Final Maturity

5


Redemption Date Amount

July 1, 2037 $ 26,440,000 January 1, 2038 26,270,000

July 1, 2038 28,865,000 January 1, 2039 29,325,000

July 1, 2039 31,590,000 January 1, 2040 31,835,000

July 1, 2040 36,360,000 January 1, 2041 37,460,000

July 1, 2041 35,640,000 January 1, 2042 36,620,000†

†Final Maturity

The Indenture provides that the principal amount of Series 2012 Bonds of a maturity redeemed (other than pursuant to mandatory sinking fund redemption) or purchased and surrendered for cancellation may be credited against the mandatory sinking fund requirements for the Series 2012 Bonds of the same maturity, in the order selected by the Company.

Selection of Series 2012 Bonds for Redemption

Except in the case of extraordinary mandatory redemption, if fewer than all of the Series 2012 Bonds of a maturity are to be redeemed, the particular Series 2012 Bonds to be redeemed are to be selected by lot in accordance with the provisions of the Indenture and the operating arrangements of DTC (or a successor depository).

In the case of extraordinary mandatory redemption, if fewer than all of the Series 2012 Bonds are being redeemed and if the Series 2012 Bonds are registered in book-entry-only form with DTC (or a successor depository as described below), the particular Series 2012 Bonds or portions thereof to be redeemed are to be selected on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with DTC operational procedures then in effect. Such procedures currently provide for adjustment of the principal by a factor provided by the Trustee. If the Trustee does not provide the necessary information or does not identify the redemption as on a “Pro Rata Pass-Through Distribution of Principal” basis, the Series 2012 Bonds will be selected for extraordinary mandatory redemption in accordance with DTC procedures by lot. It is the Issuer’s and the Company’s intention that redemption allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the Issuer and the Beneficial Owners of the Series 2012 Bonds be made on a “Pro Rata Pass-Through Distribution of Principal” basis as described above. The Issuer and the Company can provide no assurance, however, that DTC, the DTC Participants or any other intermediaries will allocate redemptions among Beneficial Owners on such basis. If operational procedures of DTC (or of any successor depository) do not allow for the redemption of the Series 2012 Bonds on a Pro Rata Pass-Through Distribution of Principal basis, the Series 2012 Bonds will be selected for redemption by lot.

Notice of Optional Redemption and Extraordinary Optional Redemption to Bondholders

The Trustee is required to give notice of optional redemption and extraordinary optional redemption to the Series 2012 Bondholders and to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system at least 30 days prior to the date fixed for redemption. The Indenture provides that failure to give any required notice of redemption as to any particular Series 2012 Bonds or any defect therein will not affect the validity of the call for redemption of any Series 2012 Bonds in respect of which no such failure or defect has occurred.

In the case of an optional redemption, unless monies sufficient to pay the Redemption Price of the Series 2012 Bonds called for redemption is received by the Trustee prior to the giving of such notice of redemption, such notice may state that said redemption is conditioned upon the receipt of such monies by the Trustee or upon the

6

satisfaction of any other condition on or prior to the date fixed for redemption. If such monies are not received or if such condition is not satisfied, such notice will be of no force and effect, the Issuer will not redeem such Series 2012 Bonds, the Redemption Price will not be due and payable and the Trustee will give notice, in the same manner in which the notice of redemption was given, that such monies were not so received or that such condition was not satisfied and that such Series 2012 Bonds will not be redeemed.

Notice of Mandatory Redemption

The Trustee is required to give notice of mandatory sinking fund redemption and extraordinary mandatory redemption to the Series 2012 Bondholders and to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system at least 30 days prior to the date fixed for redemption. The Indenture provides that failure to give any required notice of redemption as to any particular Series 2012 Bonds or any defect therein will not affect the validity of the call for redemption of any Bonds in respect of which no such failure or defect has occurred.

Effect of Redemption

When notice is required and given, Series 2012 Bonds called for redemption become due and payable on the date fixed for redemption; provided that if conditional notice of optional redemption is given such Series 2012 Bonds will become due and payable upon the deposit of the necessary monies with the Trustee and upon the satisfaction of any other condition to such redemption. Upon the deposit of funds with the Trustee sufficient to pay the Redemption Price on the date fixed for redemption, interest on the Series 2012 Bonds to be redeemed ceases to accrue as of the date fixed for redemption.

Purchase of Series 2012 Bonds in Lieu of Optional Redemption

Whenever Series 2012 Bonds are subject to optional redemption and are called for optional redemption as described under “—Optional Redemption” herein, the Company may elect to purchase in lieu of optional redemption all or any portion of the Series 2012 Bonds called for optional redemption upon provision of written notice to the Trustee prior to or on the business day immediately preceding the date fixed for redemption that the Company wishes to purchase the principal amount of Series 2012 Bonds specified in such notice, at a price equal to 100% of the principal amount of the Series 2012 Bonds called for redemption, plus interest accrued to the date fixed for redemption. On the date specified in such notice as the dated fixed for redemption, unless such redemption will not occur in the case of a conditional notice of redemption described in “—Notice of Optional Redemption and Extraordinary Optional Redemption to Bondholders,” the Trustee will be furnished with funds in sufficient time for the Trustee to make the purchase on the date fixed for redemption. The Indenture provides that any such purchase of Series 2012 Bonds by the Company will not be deemed to be a payment or redemption of the Series 2012 Bonds or any portion thereof, and such purchase will not operate to extinguish or discharge the indebtedness evidenced by such Series 2012 Bonds. After such purchase, the Company may, upon satisfaction of certain conditions set forth in the Indenture, change the Determination Method used to calculate the interest on the Series 2012 Bonds as described below.

Conversion of the Series 2012 Bonds to Another Determination Method

The Indenture provides that at any time during which the Series 2012 Bonds are subject to optional redemption, the Company may elect to purchase the Series 2012 Bonds in lieu of optional redemption or cause the mandatory tender of such Series 2012 Bonds in order to, upon satisfaction of certain conditions set forth in the Indenture, change the interest Determination Method of the Series 2012 Bonds then Outstanding; provided, however, that unless the interest Determination Method is changed on all of the Series 2012 Bonds, the Series 2012 Bonds shall remain in a Fixed Rate Mode. The Indenture provides that the Bonds may bear interest in a Daily Mode, a Weekly Mode, a Commercial Paper Mode, a SIFMA-Based Term Mode, an Auction Mode or a new Fixed Rate Mode.

7

The Indenture provides that in the event that the conditions for a proposed conversion to a new Determination Method of the Bonds are not met, (a) the new Determination Method will not take effect on the proposed conversion date, notwithstanding any prior notice to the registered owners of such conversion, (b) the Series 2012 Bonds will continue to bear interest at the initial Fixed Rate (as such rates are shown on the inside cover hereof), and (c) the Bonds will not be subject to mandatory tender.

The Series 2012 Bonds called for purchase in lieu of optional redemption or mandatory tender as described in this section in order to change the Determination Method of such Series 2012 Bonds will be purchased at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for purchase. Notice of mandatory tender must be given by the Trustee in writing to the registered owners of the Series 2012 Bonds subject to mandatory tender no less than 30 days prior to the purchase date. If the conditions to the conversion are satisfied, from and after the purchase date, no further interest on the Bonds of each maturity shall be payable to the registered owners thereof.

This Official Statement does not describe the Series 2012 Bonds after any conversion to a new Determination Method.

Book-Entry-Only System

DTC will act as securities depository for the Series 2012 Bonds. The Series 2012 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2012 Bond certificate will be issued for the Series 2012 Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.

Purchases of Series 2012 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2012 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2012 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2012 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2012 Bonds, except in the event that use of the book-entry system for the Series 2012 Bonds is discontinued.

8

To facilitate subsequent transfers, all Series 2012 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2012 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2012 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2012 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2012 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2012 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2012 Bond documents. For example, Beneficial Owners of Series 2012 Bonds may wish to ascertain that the nominee holding the Series 2012 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2012 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed, except that in connection with an extraordinary mandatory redemption in part, Series 2012 Bonds are to be selected as described above.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2012 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Series 2012 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Series 2012 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer, on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2012 Bonds at any time by giving reasonable notice to the Issuer. Under such circumstances, in the event that a successor depository is not obtained, bond certificates are required to be printed and delivered.

The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer believes to be reliable, but neither the Issuer, the Company, nor the Underwriters take responsibility for the accuracy thereof.

NONE OF THE ISSUER, THE UNDERWRITERS, THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DIRECT PARTICIPANTS, TO INDIRECT PARTICIPANTS, OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (I) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY DIRECT PARTICIPANT, OR ANY INDIRECT PARTICIPANT; (II)

9

THE SELECTION BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2012 BONDS; (III) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OR PURCHASE PRICE OR REDEMPTION PREMIUM, IF ANY, OR INTEREST DUE WITH RESPECT TO THE SERIES 2012 BONDS; (IV) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS THE OWNER OF THE SERIES 2012 BONDS; OR (V) ANY OTHER MATTER.

The information in this section concerning DTC and DTC’s book-entry-only system has been obtained from sources that the Issuer and the Company believe to be reliable, but none of the Issuer, the Company or the Underwriters takes responsibility for the accuracy thereof.

SECURITY

The Series 2012 Bonds

The Series 2012 Bonds and any Additional Bonds that may be issued under the Indenture are or will be limited non-recourse obligations of the Issuer. The principal of and interest on the Series 2012 Bonds and Additional Bonds are payable solely from the funds received from the Trust Estate and the Collateral.

The Company is obligated under the Senior Loan Agreement to pay or cause to be paid to the Trustee amounts sufficient to pay the principal of and the interest on the Bonds and other amounts under the Indenture when due. The Company’s obligation to make such payments is secured by an assignment and the pledge of a lien on the Collateral described below (which is shared with other Secured Creditors), which Collateral includes the Project Accounts (other than as set forth below).

Secured Obligations

At the time of issuance of the Series 2012 Bonds, the Series 2012 Bonds and the TIFIA Obligations will be the only Secured Obligations of the Company. The lien and payment of the Series 2012 Bonds and any Additional Bonds is senior to the lien and payment of the TIFIA Obligations; except that in the event of a Bankruptcy Related Event of the Company, the TIFIA Obligations (to the extent the TIFIA Obligations are held by the TIFIA Lender or by another federal agency) will be elevated immediately to parity debt with the Bonds.

The Company may incur Additional Permitted Indebtedness, which includes Additional Fixed Senior Obligations and Permitted Second Lien Obligations, to finance the costs of the Project and certain other permitted uses. See “FINANCING FOR THE PROJECT—Additional Permitted Indebtedness under the Senior Loan Agreement.” The Company may incur Additional Fixed Senior Obligations that rank on parity with the Series 2012 Bonds in the form of Additional Bonds or other Additional Fixed Senior Obligations and the Company may incur Permitted Second Lien Obligations (and related Hedging Obligations) that are subordinate to the Bonds and any Additional Fixed Senior Obligations but senior to the TIFIA Obligations (except in the event of a Bankruptcy Related Event of the Company). The Series 2012 Bonds, Additional Bonds and any other form of Additional Fixed Senior Obligations are referred to collectively in this Official Statement as “Senior Obligations.” The Senior Obligations, any Permitted Second Lien Obligations and the TIFIA Obligations are referred to collectively in this Official Statement as the “Secured Obligations.”

The payment of the Secured Obligations, including the Bonds, will be secured by:

(i) the pledge and assignment of and a grant by the Company to the Collateral Agent of a security interest in and a lien on all of the Company’s right, title and interest in and to all of its personal property, whether now owned or in the future acquired, including the Company’s rights under the Comprehensive Agreement and the other agreements to which the Company is a party and all general intangibles, instruments, equipment, inventory, agreements, contracts, governmental approvals and proceeds of insurance policies as further provided in the Security Agreement;

10

(ii) all Project Accounts (other than the Distribution Account and, in the absence of a Bankruptcy Related Event, monies on deposit in the Assigned Gross Revenue Sharing Account to the extent such monies constitute Assigned Gross Revenues) held by the Collateral Agent pursuant to and subject to the Collateral Agency Agreement, including the Debt Service Reserve Account, the Major Maintenance Reserve Account and the Excess Net Revenue Account, and all funds deposited therein, including the proceeds of the Series 2012 Bonds and Project Revenues (collectively with (i), the “Security Agreement Collateral”); except that the lien on (x) the PABs Sub-Account of the Construction Account (and all earnings thereon) is to be solely for the benefit of the Trustee on behalf of the holders of the Bonds (including upon the occurrence of a Bankruptcy Related Event of the Company) and (y) the TIFIA Sub-Account of the Construction Account (and all earnings thereon) and the TIFIA Sinking Fund Account (and all earnings thereon) are to be solely for the benefit of the TIFIA Lender until, in each case, such funds have been disbursed in accordance with the terms of the Collateral Agency Agreement; and

(iii) the pledge by ERC Holdings to the Collateral Agent of (i) its limited liability company interests in the Company, and all options, warrants and rights to purchase limited liability company interests in the Company, and all dividends, distributions, cash, securities, instruments and other property from time to time paid, payable or otherwise distributed in respect of or in exchange for all or any part of its limited liability company interests in the Company and all proceeds thereof (the “Pledged Membership Interests”); (ii) any indebtedness owed to ERC Holdings by the Company, from time to time, including any instruments (as such term is defined in the UCC) or payment intangibles (as such term is defined in the UCC) evidencing or relating to such indebtedness; and (iii) all proceeds, products and accessions of and to any and all of the foregoing, including, without limitation, “proceeds” as defined in Section 9-102(a)(64) of the UCC, including whatever is received upon any sale, exchange, collection or other disposition of any of the Pledged Membership Interests, and any property into which any of the Pledged Membership Interests are converted, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the Pledged Membership Interests (collectively, the “Pledged Membership Collateral”).

The Security Agreement Collateral is being pledged by the Company pursuant to a Security Agreement, dated as of April 1, 2012 (the “Security Agreement”), between the Company and the Collateral Agent. The Security Agreement requires that the Company take all actions necessary to create, establish and perfect the liens on the Security Agreement Collateral. Further, the Company may not amend or terminate any lien granted to the Collateral Agent without the prior written consent of the Collateral Agent.

The Pledged Membership Collateral is being pledged by ERC Holdings to the Collateral Agent pursuant to a Membership Interest Pledge Agreement, dated as of April 1, 2012 (the “Membership Interest Pledge Agreement”), between ERC Holdings and the Collateral Agent. The Membership Interest Pledge Agreement requires ERC Holdings to take all actions necessary to create, establish and perfect the liens on the Pledged Membership Collateral.

So long as no event of default under the Financing Documents has occurred and is continuing, ERC Holdings will be entitled to (i) receive and retain, and to utilize free and clear of the lien of the Membership Interest Pledge Agreement, any and all cash and other distributions paid in respect of the Pledged Membership Interests, and (ii) exercise any and all voting and other consensual rights pertaining to the Pledged Membership Interests or any part thereof for any purpose not inconsistent with the terms of the Membership Interest Pledge Agreement or any other Financing Document; provided, however, that ERC Holdings agrees it will not exercise or refrain from exercising any such right if such action would result in any violation of any provision of any of the Financing Documents.

The Collateral Agency Agreement provides for the creation of and deposits to the Project Accounts, including transfers of funds to the Trustee for deposit to the Bond Fund created under the Indenture. See “PROJECT ACCOUNTS AND FLOW OF FUNDS.” The Flow of Funds is set forth in the Collateral Agency Agreement and is summarized in “PROJECT ACCOUNTS AND FLOW OF FUNDS —Flow of Funds Prior to Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account and “–Flow of Funds After Substantial Completion of the New Project Assets Date –Revenue Account.”

The Collateral will be held by the Collateral Agent subject to the Intercreditor Agreement and administered by the Collateral Agent in the manner contemplated by the Security Documents. See “SECURITY—Intercreditor

11

Agreement” and “PROJECT ACCOUNTS AND FLOW OF FUNDS—Application of Proceeds Following an Enforcement Action.”

Debt Service Reserve Account

The Project Accounts include a Debt Service Reserve Account pledged as security for the Secured Creditors. On the date of issuance of the Series 2012 Bonds, the Debt Service Reserve Account will be funded in an amount equal to the Debt Service Reserve Required Balance with a portion of the proceeds of the Series 2012 Bonds (to the extent not funded with the proceeds of the TIFIA Loan). Commencing on the December 31, 2012 Calculation Date, any shortfall in the Debt Service Reserve Required Balance is required to be funded semi-annually from available cash flow so that the amount on deposit in the Debt Service Reserve Account equals the amount of principal and interest on the Senior Obligations and TIFIA Mandatory Debt Service due on the next July 1 in the case of a December 31 Calculation Date or on the next January 1 in the case of a June 30 Calculation Date. To the extent funds in the Debt Service Reserve Account on each Calculation Date exceed the amount required to be on deposit, those excess funds will be released and transferred to the Revenue Account.

Priority of Payment

The payment of and the lien on the Collateral securing the Series 2012 Bonds, any Additional Fixed Senior Obligations and any Permitted Second Lien Obligations is senior to the payment of and the lien on the Collateral securing the TIFIA Obligations; except that upon the occurrence of any Bankruptcy Related Event of the Company, subject to the terms of the Intercreditor Agreement and the Collateral Agency Agreement, the payment of and the lien securing the TIFIA Obligations (to the extent the TIFIA Obligations are held by the TIFIA Lender or by another federal agency) immediately will become equal in rank with the payment of and parity with the lien on the Collateral securing the Bonds and any Additional Fixed Senior Obligations. For further information regarding the lien status and payment priority among the Senior Obligations, the Permitted Second Lien Obligations and the TIFIA Obligations, see “—Subordination of TIFIA Loan.”

Additional Permitted Indebtedness under the Senior Loan Agreement

The Company is permitted to incur Additional Permitted Indebtedness, including Additional Bonds, subject to the limitations and conditions of the Senior Loan Agreement and the TIFIA Loan Agreement. The Senior Loan Agreement provides that the Company may incur Additional Permitted Indebtedness for the following purposes: (i) to complete construction of the Project, (ii) to pay for costs incurred in connection with (a) any VDOT Change, Delay Event, Compensation Event, mandatory capital expenditure resulting from a Change in Law or (b) any other requirement under the Comprehensive Agreement for which the Company seeks funding, (iii) to pay for costs incurred in acquiring, constructing, equipping or completing Project Enhancements, and (iv) to refinance, replace or refund all or part of any then outstanding Bonds.

Under the Senior Loan Agreement, the amount of Additional Permitted Indebtedness, including Additional Bonds, to be incurred in the aggregate (in one or more transactions), other than for refunding then-outstanding Bonds, may not exceed 10% of the original principal amount of the Series 2012 Bonds unless the following conditions are satisfied: (1) receipt of a certification from the Company stating that the incurrence of such Additional Permitted Indebtedness does not result in a projected Total Debt Service Coverage Ratio for each Calculation Period during the remaining term of the Series 2012 Bonds of less than the corresponding ratio for each such Calculation Period shown in the Base Case Financial Model, taking the proposed Additional Permitted Indebtedness into account; provided that the projected debt service coverage ratios certified pursuant to this clause are required to be based upon an updated Base Case Financial Model delivered to the Trustee and containing current projections (based on, among other things, an updated report from the independent traffic advisor) as of the time of the issuance of the Additional Permitted Indebtedness (the “Updated Base Case Financial Model”); (2) the Updated Base Case Financial Model shall be reviewed and certified to be correct and accurate in all material respects by the Company and an independent financial model auditor, and (3) the ratings of the Series 2012 Bonds have been reaffirmed by a Nationally Recognized Rating Agency at a level no lower than the current rating on the Series 2012 Senior Bonds as of the time of the incurrence of the Additional Permitted Indebtedness.

12

Notwithstanding the foregoing, the Senior Loan Agreement requires that the ratings of the Series 2012 Bonds have been reaffirmed by a Nationally Recognized Rating Agency at a level no lower than the current rating on the Series 2012 Senior Bonds as of the time of the incurrence of the Additional Permitted Indebtedness for any purpose described in (ii) or (iii) above regardless of the principal amount of such Additional Permitted Indebtedness.

Additional Bonds shall be equally and ratably secured under the Security Documents with all other then outstanding Bonds, without preference, priority or distinction of any such particular Bond over any other such Bond. See APPENDIX G – “Summary of Certain Provisions of the Senior Loan Agreement.”

Direct Agreements and Consent and Agreements

Each of VDOT, the Design Build Contractor, each Design Build Guarantor, the Tolling Contractor and the Tolling Guarantor will enter into an agreement among the respective Project participant, the Company and the Collateral Agent consenting to the Company’s pledge and assignment of the Company’s rights under the Project contract(s) with such participant referenced below. In the applicable agreement, each of VDOT, the Design Build Contractor, each Design Build Guarantor, the Tolling Contractor and the Tolling Guarantor agree that the Collateral Agent may enforce the Company’s rights under such Project contract(s) with the respective participant, in each case in accordance with the terms and conditions of the applicable agreement.

The following direct agreements and consents among the Company, the Collateral Agent and the applicable participants will be entered into as of the Financial Close Date:

(i) VDOT will enter into a direct agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company that will set forth certain assurances from VDOT of the Secured Parties’ rights with respect to the Comprehensive Agreement in the event of a default thereunder by the Company, including step in and cure rights, forbearance obligations of VDOT with respect to its exercise of remedies under the Comprehensive Agreement, rights of substitution and other rights of the Secured Parties. Nothing in the direct agreement amends or modifies any of the Company’s obligations to VDOT under the Comprehensive Agreement.

(ii) The Design Build Contractor will enter into a direct agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company providing for the Design Build Contractor’s (a) consent to the Company’s pledge, assignment and grant of a lien on all of the Company’s right, title and interest in the Design Build Contract and the Interface Agreement, and (b) assurance of certain of the Secured Parties’ rights with respect to the Design Build Contract and the Interface Agreement.

(iii) Each of the Design Build Guarantors will enter into a consent and agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company providing for each Design Build Guarantor’s (a) consent to the Company’s pledge, assignment and grant of a lien on all of the Company’s right, title and interest in the respective Design Build Contract guaranty, and (b) assurance of certain of the Secured Parties’ rights with respect to the respective Design Build Contract guaranty.

(iv) The Tolling Contractor will enter into a direct agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company providing for the Tolling Contractor’s (a) consent to the Company’s pledge, assignment and grant of a lien on all of the Company’s right, title and interest in the Tolling Contract and the Interface Agreement, and (b) assurance of certain of the Secured Parties’ rights with respect to the Tolling Contract and the Interface Agreement.

(v) The Tolling Guarantor will enter into a consent and agreement with the Collateral Agent (on behalf of the Secured Parties), the Tolling Contractor and the Company providing for the Tolling Guarantor’s (a) consent to the Company’s pledge, assignment and grant of a lien on all of the Company’s right, title and interest in the Tolling Contract guaranty, and (b) assurance of certain of the Secured Parties’ rights with respect to the Tolling Contract guaranty.

The assurances referred to in clause (b) of each of (ii), (iii), (iv) and (v) above include each consenting counterparty’s (1) acknowledgement of the right of Collateral Agent to make all demands, give all notices, take all

13

actions, and enforce directly and exercise all rights and remedies of the Company under the applicable assigned agreement; (2) agreement that in the event it is notified that the Collateral Agent has exercised its rights and remedies with respect to the Company’s rights and interest under the applicable assigned agreement, that it will recognize the Collateral Agent or its assignee or designee as the substituted party and will continue to perform its obligations in favor of the Collateral Agent or its assignee or designee; and (3) agreement that in the event the applicable assigned agreement is rejected or otherwise terminated in a bankruptcy or insolvency proceeding affecting the Company, the counterparty will, at the option of the Collateral Agent, enter into a new agreement with the Collateral Agent or its assignee or designee having substantially the same terms as the applicable assigned agreement.

Intercreditor Terms among the Secured Creditors

General

The subordination and intercreditor agreement will be entered into among the Trustee, the TIFIA Lender, the Collateral Agent and the other senior secured creditors that may become a party to the intercreditor agreement from time to time (the “Intercreditor Agreement”).

The Intercreditor Agreement in general sets forth the parties’ rights and obligations with respect to (i) the exercise and enforcement of remedies against the Collateral, (ii) the subordination of the obligations of the Company under the TIFIA Loan Agreement (the “TIFIA Obligations”) to the Senior Obligations and Permitted Second Lien Obligations and (iii) modifications to the Financing Documents to which the Secured Creditors are a party, including certain fundamental modifications thereto. Pursuant to the terms of the Intercreditor Agreement, the Trustee is the Instructing Controlling Party so long as any Bonds are outstanding.

Exercise and Enforcement of Remedies

Exercise of Remedies. If the Collateral Agent receives notice from a representative of a Secured Creditor that a default or an event of default under any of the Financing Documents has occurred and is continuing, the Collateral Agent is required to provide copies of such notice to the representatives of the other Secured Creditors. The Collateral Agent may exercise remedies only pursuant to the written instructions of the Instructing Controlling Party. Such instructions will specify the particular action that the Instructing Controlling Party proposes to cause the Collateral Agent to take.

Except as expressly permitted in limited circumstances under the Intercreditor Agreement, as described below, in each case, whether or not any Bankruptcy Related Event has occurred, the TIFIA Lender will not exercise or seek to exercise any rights or remedies with respect to the TIFIA Loan or the Collateral, or institute any action or proceeding with respect to such rights or remedies, whether against the Issuer, the Company, ERC Holdings, any Equity Participant or otherwise, including (i) any action of foreclosure or proceeding, (ii) the issuance of any notice directing the Collateral Agent to exercise any remedies, or (iii) any contest or objection (or the support of any objection) to any exercise by the Collateral Agent relating to the Senior Obligations or the Collateral. In addition, the Collateral Agent (acting at the direction of the Instructing Controlling Party), will have the exclusive right to enforce rights and exercise remedies without the consent of the TIFIA Lender.

Notwithstanding the foregoing, nothing in the Intercreditor Agreement will be construed to prohibit the TIFIA Lender from (i) enforcing, or limiting its right to enforce, any obligation to the TIFIA Lender of the Collateral Agent or any holder of Bonds arising under the Intercreditor Agreement, the Collateral Agency Agreement, Indenture or any other Financing Document or (ii) directing the Collateral Agent with respect to any of its rights under the TIFIA Loan Agreement or the Security Documents with respect to the TIFIA Sinking Fund Account or the TIFIA Sub-Account.

Except as set forth below, the TIFIA Lender may (i) if funds were applied in violation of the payment distribution provision of the Collateral Agency Agreement, instruct the Collateral Agent to re-apply such funds in accordance with such provision, (ii) upon any distribution of funds from the Project Accounts (other than the Operating Account and the Distribution Account) in violation of any restriction on such distribution set forth in the

14

Collateral Agency Agreement, instruct the Collateral Agent to take an action against the recipient of such wrongful distribution or against any other party liable for the same, and (iii) upon any breach by the Company of any non-monetary covenant or term of the TIFIA Loan Agreement that results in an event of default under the TIFIA Loan Agreement, bring suit against the Company seeking an order directing specific performance of such covenant or an order of injunction against the Company restraining it from any further breach of such covenant; provided, that in the case of a breach of a covenant or term relating to the acquisition, construction, use, lease, ownership, operation (including tolls and the strategy for setting tolls), maintenance, repair, restoration or modification of the Project (excluding any such covenant or term relating to the preparation or distribution to the TIFIA Lender of notices, financial statements, reports or other documents, or rights of access of the TIFIA Lender to documents or other information), the TIFIA Lender must first provide written notice to and consult with the Instructing Controlling Party and the TIFIA Lender will not bring a suit with respect to such breach if the Instructing Controlling Party advises the TIFIA Lender in writing within ten business days of receiving such notice from the TIFIA Lender that, in the determination of the Instructing Controlling Party, enforcement of the performance of such covenant or restraining the Company from any further breach of such covenant, as the case may be, is not in the best interests of the holders of the Bonds or other Senior Creditors.

The following restrictions will apply with respect to any of the rights of the TIFIA Lender to exercise remedies as summarized above: (i) any net proceeds resulting from any permitted enforcement of remedies in favor of the TIFIA Lender will be applied in accordance with the Collateral Agency Agreement and (ii) any such action will not include the exercise of any remedies against the Collateral or the filing of any involuntary petition in bankruptcy against the Company.

Enforcement After Bankruptcy Related Event. If a Bankruptcy Related Event occurs and is continuing, each of the Secured Parties must consult with the other prior to directing the Collateral Agent to take any enforcement action or taking any other action it is taking or proposes to take to enforce the lien upon any Collateral.

In any bankruptcy proceeding, the TIFIA Lender will have all rights of a creditor of the Company, subject to each of the Collateral Agent (acting at the direction of the Instructing Controlling Party) and the TIFIA Lender using reasonable efforts to develop a plan for the course and conduct of any actions in any such proceeding, and agreeing to authorize or take such actions and to vote as a creditor in such proceeding as directed in writing by the Instructing Controlling Party. No Secured Party will take any enforcement or other action that is inconsistent with a written direction by the Instructing Controlling Party.

If the Collateral Agent (acting at the direction of the Instructing Controlling Party) requests that the TIFIA Lender join in seeking a lifting of the automatic stay and in commencing and pursuing a foreclosure action with respect to the Collateral, the TIFIA Lender will join in such direction and will not take any action that would hinder such action.

Subordination of the TIFIA Loan

Ranking of Claims

The TIFIA Obligations are subject and subordinate to the Senior Obligations and the Permitted Second Lien Obligations and (except as otherwise expressly set forth in the next paragraph) any lien securing the TIFIA Obligations is and will be subject and subordinate to any lien securing the Senior Obligations and the Permitted Second Lien Obligations; provided that, from and after the occurrence of a Bankruptcy Related Event, if the TIFIA Note is held by the TIFIA Lender or another federal agency as of the date of such Bankruptcy Related Event (and only for such time as such TIFIA Note is held by the TIFIA Lender or another federal agency), the TIFIA Obligations will automatically and without action on the part of the TIFIA Lender or any other person immediately become and be of equal rank and in parity with the Senior Obligations and (except as otherwise expressly provided in the Intercreditor Agreement) the liens in and to the Collateral securing such TIFIA Note then held by the TIFIA Lender or another federal agency will automatically and immediately become and be of equal rank and in parity with the liens in and to the Collateral securing the Senior Obligations, in each case, to the extent and in the manner set forth in the Intercreditor Agreement and the Collateral Agency Agreement.

15

Notwithstanding the preceding paragraph, the lien securing the Secured Obligations will not (other than with respect to the TIFIA Obligations) include or apply to the lien on the funds maintained on deposit in the TIFIA Sinking Fund Account for the benefit of the TIFIA Lender and such funds will be available solely to make payments on the TIFIA Loan until the release of such funds in accordance with the Collateral Agency Agreement.

Acceleration of TIFIA Obligations

No Secured Creditor (other than the Trustee) will accelerate any Secured Obligation unless (i) the Bonds have been accelerated or (ii) the Company has failed to repay any principal of the Series 2012 Bonds that becomes due and payable on the final maturity of the Series 2012 Bonds.

PABs Sub-Account and TIFIA Sub-Account

Notwithstanding anything to the contrary in the Indenture or the other Financing Documents:

(i) the lien securing the Secured Obligations will not (other than with respect to the obligations with respect to the Series 2012 Bonds) include or apply to the lien in the amounts deposited from time to time in the PABs Sub-Account of the Construction Account (and all earnings thereon) for the benefit of the holders of Bonds and such funds will be available solely to make payments on the Bonds until the release of such funds in accordance with the terms of the Collateral Agency Agreement; and

(ii) the lien securing the Secured Obligations will not (other than with respect to the TIFIA Obligations) include or apply to the lien in the amounts deposited from time to time in the TIFIA Sub-Account of the Construction Account (and all earnings thereon) for the benefit of the holder of the TIFIA Loan and such funds will be available solely to make payments on the TIFIA Loan until the release of such funds in accordance with the terms of the Collateral Agency Agreement.

Default in Payment of TIFIA Debt Service

If, at any time when a default in the payment when due of any payments on the TIFIA Mandatory Debt Service has occurred and or is continuing without cure for a period of twelve months or more, the TIFIA Lender will determine that a Bankruptcy Related Event has occurred and is continuing, the TIFIA Lender will so notify the Trustee, any representative of a Secured Creditor, the Company and the Collateral Agent in writing.

If within thirty days after receipt of such notice, the Collateral Agent (acting at the direction of the Instructing Controlling Party) delivers to the TIFIA Lender a written objection to such determination, stating in reasonable detail the reasons for such objection, then the TIFIA Lender will have the right to commence an action in a court of competent jurisdiction seeking a determination as to whether a Bankruptcy Related Event has occurred and is continuing; provided, that each of the Company, Collateral Agent and each representative of a Secured Creditor must be given due notice of the commencement of such action and an opportunity to be a party thereto. If the Collateral Agent (acting at the direction of the Instructing Controlling Party) fails to deliver such an objection to the TIFIA Lender and the Collateral Agent within such thirty-day period, it will be deemed conclusively established for purposes of the Intercreditor Agreement that a Bankruptcy Related Event then exists.

Other Terms of the Intercreditor Agreement

Amendment of Financing Documents

The parties to the Intercreditor Agreement agree that no Secured Creditor will, without the consent of the Instructing Controlling Party, amend, modify, waive or otherwise change, or consent or agree to any material amendment, modification, waiver or other change to, any of the terms of the Financing Documents.

16

Additional Secured Creditors

The Intercreditor Agreement includes a mechanism for additional creditors to accede to the Intercreditor Agreement by delivery of an accession agreement and thereby become bound by and subject to the terms and conditions thereof and the covenants, stipulations and agreements contained in the Intercreditor Agreement.

THE PROJECT

The Project will be undertaken as a public-private partnership between VDOT and the Company pursuant to the Comprehensive Agreement and as authorized under the PPTA. The Project is intended to improve the transportation network between the cities of Portsmouth and Norfolk. The Project includes (i) the development, design, construction, operation, maintenance and tolling of the New Midtown Tunnel and the New MLK Extension (together, the “New Project Assets”), (ii) the rehabilitation, operation, maintenance and tolling of the Existing Midtown Tunnel and the Existing Downtown Tunnels (together, the “Existing Project Assets” and together with the New Project Assets, the “Project Assets”), and (iii) the installation of an all-electronic tolling system on the Project that is compatible with the regional tolling network. In addition, the Company expects to renovate and improve the Pinner’s Point maintenance facility, which currently serves as the Company’s headquarters, to provide maintenance and office facilities and to serve as the 24-hour operations control center the Company is required to provide under the Comprehensive Agreement.

The New Midtown Tunnel will be a new two-lane immersed tube tunnel adjacent to the Existing Midtown Tunnel beneath the Elizabeth River and connecting Portsmouth and Norfolk. The New MLK Extension will extend south of the existing four-lane, limited-access Martin Luther King Freeway (US Route 58) in Portsmouth from London Boulevard to a new interchange at Interstate 264 (I-264).

The Existing Downtown Tunnels are two, two-lane tunnels under the Elizabeth River along I-264 connecting Portsmouth and Norfolk. The Existing Midtown Tunnel is a two-lane tunnel under the Elizabeth River connecting US Route 58 in Portsmouth to Brambleton Avenue/Hampton Boulevard in Norfolk. See “—Construction and Rehabilitation of Project Assets.” The Existing Project Assets currently are operated and maintained by VDOT but are not tolled. The operation and maintenance of the Existing Project Assets is to be transitioned to the Company, and unless delayed as provided in the CA Amendment, tolling of the Existing Project Assets is to begin, once the tolling infrastructure has been installed on the Existing Project Assets and once certain other conditions set forth in the Comprehensive Agreement have been satisfied. See “—Operations and Maintenance” and “THE PRINCIPAL PROJECT AGREEMENTS –The Comprehensive Agreement.” Tolling of each New Project Asset is scheduled to begin after the Substantial Completion of such New Project Asset. Currently, tolling on the Existing Project Assets is scheduled to commence no later than September 30, 2012 and tolling on the New Project Assets is scheduled to commence on December 31, 2016.

As described in more detail below, VDOT and the Company entered into the CA Amendment as of March 21, 2012 pursuant to which they have agreed (i) to collaborate with each other to explore strategies for postponing the commencement of the imposition, collection and enforcement of tolls on the Existing Project Assets in a manner that preserves the Company’s financial position and availability of funds to pay for construction and (ii) that VDOT will have the right, by delivering to the Company a notice at least 45 days in advance, to postpone the commencement of the imposition, collection and enforcement of tolls on the Existing Project Assets until such date as directed by VDOT, which date may be any date prior to the date on which the Company has achieved Substantial Completion of the New Project Assets. The CA Amendment provides, however, that such right may be exercised only to the extent that funds for the payment of Tolling Deferral Damages to compensate for lost revenues resulting from such postponement have been authorized or appropriated by the General Assembly and allocated by the CTB. See “THE PRINCIPAL PROJECT AGREEMENTS — The Comprehensive Agreement” and “APPROPRIATIONS.”

As set forth in the Comprehensive Agreement, the Company is obligated to develop, design, build, finance, operate, maintain and toll the Project Assets over the expected concession term of 58 years after the Financial Close Date, subject to early termination in accordance with the Comprehensive Agreement, and subject to extensions of the term in connection with the occurrence of certain Delay Events, and at the end of the term, the Company will be

17

required to hand back the Project Assets to VDOT in a manner that complies with the requirements of the Comprehensive Agreement.

Regional Need for Project

The Hampton Roads area, shown on the map below, is one of the most congested regions in Virginia and in the eastern United States. The two-lane Existing Midtown Tunnel, which connects Portsmouth and Norfolk, is the most heavily traveled two-lane highway in the Commonwealth according to VDOT, with approximately 35,290 vehicles traveling through the single tunnel every weekday in 2010. According to VDOT, the Existing Downtown Tunnels carried approximately 89,540 vehicles per weekday in 2010 and represent the busiest crossing of the Elizabeth River. The Hampton Roads Planning District Commission reports that the current level of service on the Existing Downtown Tunnels and the Existing Midtown Tunnel during peak periods is “F,” the worst severity level of congestion. See APPENDIX J “—Independent Technical Advisor Report.”

The Existing Project Assets serve as a critical artery for commuters (both local and transient), freight, businesses and the public sector and serve a large portion of all vehicular traffic travelling throughout the Hampton Roads region. The Existing Project Assets also provide links to the Port of Virginia and to the Naval Station in Norfolk and are key hurricane evacuation routes for the area.

Midtown Tunnel

MLK Extension Downtown Tunnel

18

Statutory Authorization

The PPTA was initially enacted into law in 1995 and was later amended and re-enacted by Chapters 504 and 562 of the 2005 Acts of Assembly effective July 1, 2005. In reenacting the PPTA, the Virginia General Assembly found and declared, among other things, that:

(a) there is a public need for timely development and/or operation of transportation facilities within the Commonwealth to address the needs identified by the appropriate state, regional, or local transportation plan by improving safety, reducing congestion, increasing capacity, and/or enhancing economic efficiency and that such public need may not be wholly satisfied by existing methods of procurement in which qualifying transportation facilities are developed and/or operated;

(b) such public need may not be wholly satisfied by existing ways in which transportation facilities are developed and operated; and

(c) authorizing private entities to develop and/or operate one or more transportation facilities may result in the development and/or operation of such transportation facilities for the public in a more timely, more efficient, or less costly fashion, thereby serving the public safety and welfare.

The General Assembly also found and stated that it is the intention of the PPTA, among other things, to encourage investment in the Commonwealth by private entities that facilitates the development and/or operation of transportation facilities and that accordingly, public and private entities may have the greatest possible flexibility in contracting with each other for the provision of the public services which are the subject of the PPTA. The General Assembly also provided that the PPTA shall be liberally construed in conformity with its purposes.

The PPTA grants VDOT the authority to negotiate with and to authorize private entities to develop and/or operate qualifying transportation facilities if VDOT determines that it serves the public purpose of the PPTA. The development and/or operation of a transportation facility as a qualifying transportation facility will serve the public purpose of the PPTA if VDOT determines (a) there is a public need for the transportation facility; (b) the transportation facility and the proposed interconnections with existing transportation facilities, and the private entity’s plans for development and/or operation of the qualifying transportation facility are reasonable and will address the needs identified in the appropriate state, regional, or local transportation plan by improving safety, reducing congestion, increasing capacity, and/or enhancing economic efficiency; (c) the estimated cost of developing and/or operating the transportation facility is reasonable in relation to similar facilities; and (d) the private entity’s plans will result in the timely development and/or operation of the transportation facility or more efficient operation.

The PPTA permits private entities that develop and/or operate a qualifying transportation facility to impose and collect user fees, including tolls, for use of the facility pursuant to the terms of the interim or comprehensive agreement and provides that the execution of a comprehensive agreement or any amendment thereto shall constitute conclusive evidence that the user fees provided for therein comply with the PPTA.

The Project is being undertaken as a public-private partnership pursuant to the PPTA. A development affiliate (the “Development Affiliate”) of the Company submitted a conceptual proposal for the development, finance, design, construction, operation, maintenance and tolling of the Project in September 2008, and pursuant to the PPTA procurement guidelines, VDOT confirmed that the conceptual proposal conformed to solicitation-for-proposal requirements. The Secretary of Transportation then formed an Independent Review Panel (“IRP”) and in July 2009, following an internal review and evaluation of the conceptual proposal, and a number of public meetings to solicit comments from impacted jurisdictions, the IRP recommended that VDOT further the development of the Project with the Development Affiliate. On July 16, 2009, the Commonwealth Transportation Board (the “CTB”), VDOT’s oversight board, adopted a resolution authorizing the further development of the Project as proposed in the conceptual proposal. Pursuant to the PPTA, VDOT entered into an Interim Agreement on January 7, 2010, as amended by the First Amendment to the Interim Agreement, dated as of August 19, 2011, by and between VDOT and the Development Affiliate (as amended, the “Interim Agreement”) to develop the Project on an exclusive basis with the Development Affiliate, and the Development Affiliate subsequently assigned all of its rights and obligations under the Interim Agreement to the Company pursuant to an Assignment and Assumption Agreement,

19

dated December 5, 2011. On December 5, 2011, VDOT and the Company entered into the Comprehensive Agreement and the Interim Agreement was terminated.

Construction and Rehabilitation of the Project Assets

New Midtown Tunnel

The overall project length for the new Midtown Tunnel and approaches is 6,550 feet. The New Midtown Tunnel itself will be a two-lane, 4,198 foot long, concrete tunnel from “portal to portal,” including approximately 3,759 feet of immersed tube tunnel, plus 226 feet of cut and cover structure on the Portsmouth side and 213 feet of cut and cover structure on the Norfolk side. Beyond the portals, there is an additional 667 feet of open approach structure on the Portsmouth side and 576 feet of open approach structure on the Norfolk side. The remaining project length involves at grade road work to tie in to the existing roadways.

The construction of immersed tube tunnels involves the off-site fabrication of 11 individual rectangular concrete tunnel elements that will be temporarily sealed, allowing for buoyancy, and towed approximately 200 miles to the jobsite. Those elements will then be lowered into a previously dredged underwater trench and connected to each other. Once resting on the river floor of the dredged trench, the connected and sealed tunnel elements are to be backfilled with a cover of protective soil and stone. On the inside of the tunnel, an additional watertight gasket is installed at every joint between the individual tunnel elements. The temporary seals between the tunnel elements that allowed for buoyancy are then removed and the interior finishes within the tunnel are completed.

The cut and cover and open approach structures at each end of the immersed tube tunnel bring the tunnel up to grade and connect with the existing Portsmouth and Norfolk road systems. The design of the approach roadways is intended to double the number of traffic lanes across the river and to reduce the existing lane merges to reduce the traffic congestion that currently exists.

New MLK Extension

Martin Luther King Boulevard (the “MLK Freeway”) will be extended from its existing termination at London Boulevard to a new interchange with I-264 that will enhance connectivity between the Existing Downtown Tunnels and the Existing Midtown Tunnel. The New MLK Extension will require the construction of an approximately 4,300 foot elevated, limited access and mostly four-lane roadway with approximately 4,800 feet of associated on and off ramps. The New MLK Extension will run through developed residential, commercial and industrial sections of Portsmouth. See “–Tolling on the Project.” Construction of the elevated highway also will include installation of the necessary signage, lighting and pavement markings. At-grade work will include required site grading, retaining walls, roadway sections, utility work, landscaping and sound walls.

Refurbishment of the Existing Project Assets

The Project includes the rehabilitation and upgrades of the Existing Project Assets. On opening of the New Midtown Tunnel for west bound traffic, the Existing Midtown Tunnel will be rehabilitated to accommodate two travel lanes, both in the east bound direction, eliminating the current bi-directional traffic flow. The Project includes the rehabilitation, operation, maintenance and tolling of the Existing Downtown Tunnels.

The improvements to the Existing Project Assets also will include an upgraded ventilation system to improve ventilation in case of larger fires as well as repairing various structural defects and minor systems. Additional modifications will include the installation of communications, tolling, and intelligent transportation systems as required to operate the Existing Project Assets as part of an integrated regional network.

Right of Way Acquisition

Under the Comprehensive Agreement, the Company is obligated to acquire all Project Right of Way in accordance with the requirements set forth in the Comprehensive Agreement and applicable law. Pursuant to the terms of the Design Build Contract, such obligations are passed through to the Design Build Contractor. Currently,

20

the Company expects that eighty-eight parcels will need to be acquired. These parcels represent a substantial portion of the Project Right of Way needed for the MLK portion of the project, but a minor portion of the Project Right of Way needed for the New Midtown Tunnel. The Comprehensive Agreement provides that, if, despite the Company’s best efforts, it is unable to settle claims amicably with the landowners after having made bona fide efforts to purchase such lands for amounts not to exceed just compensation therefor, VDOT will undertake any necessary condemnation proceedings. Although the Company is responsible for paying all acquisition costs, the Comprehensive Agreement provides that the Company and VDOT will share the risk that the cost of acquiring the Project Right of Way exceeds a specified threshold. See APPENDIX B –”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT.” A failure to obtain, or delay in obtaining, the acquisition of parcels by certain specified deadlines qualifies as a Delay Event under the Comprehensive Agreement, excusing the Company from its performance obligations under the Comprehensive Agreement to the extent set forth therein. Pursuant to the Design Build Contract, responsibility to acquire Project Right of Way is passed through to the Design Build Contractor. The Company is also responsible for utility relocations within the Project Right of Way and such obligations have been passed through to the Design Build Contractor and the Tolling Contractor. See Sections 8.1 and 8.3 of the Independent Technical Advisor Report in Appendix J for descriptions of the Right-of-Way acquisition plans and of the scope of the required utility relocations within the Project Right of Way and “APPENDIX B –SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Acquisition of Project Right of Way, Railroad Easements and Lease of Virginia Port Authority Property.”

Except for limited exceptions with respect to the acquisition of certain railroad easements and with respect to certain lease payments that may be required to be made to the Virginia Port Authority, the Company is responsible for the acquisition, at its sole cost and expense, of any property, temporary easements or other property rights outside of the Project Right of Way that may be necessary for any permanent or temporary works in connection with construction of the Project. These obligations have been passed through to the Design Build Contractor and the Tolling Contractor. See APPENDIX J “—INDEPENDENT TECHNICAL ADVISOR REPORT.” Operation and Maintenance

Under the Comprehensive Agreement, the Company is solely responsible for all of the operations and maintenance of the Project other than the responsibilities retained by VDOT. The Company intends to self-perform all of the operations and maintenance services required of it under the Comprehensive Agreement, except (i) the operations and maintenance services to be provided by the Tolling Contractor under the Tolling Contract and the toll transaction account management services by VDOT under the Electronic Toll Collection Agreement and (ii) specific other functions, such as washing of tunnel interiors, wrecker services, landscape maintenance, line striping, major storm cleanup services, street sweeping and guard rail maintenance and replacement, all of which the Company intends to outsource to third parties. See Section 5 of the Independent Technical Advisor Report in APPENDIX J. Under the Comprehensive Agreement, VDOT is required to perform certain ancillary operations and maintenance obligations, including maintaining, repairing and, subject to and in accordance with VDOT’s normal course of operations and activities, causing to be open and operational the ramps, bridges and roadways directly connecting to the Project Assets over which VDOT has sole control, and coordinating with the Virginia state police in accordance with the Comprehensive Agreement with respect to the provision of policing services, emergency services (fire and rescue), traffic patrol and traffic law enforcement services on the Project.

The Comprehensive Agreement also provides that at all times following VDOT's issuance (or deemed issuance) of the Tolling and O&M Work Notice to Proceed for each of the Project Assets, the Company, at its sole cost and expense (except as otherwise provided for in the Comprehensive Agreement), will cause the applicable Project Asset to be managed, maintained, and operated within the O&M Boundaries identified in the Turnover Plan in accordance with law, all governmental approvals, the terms, conditions and standards set forth in the Comprehensive Agreement, including the technical requirements, and in accordance with good industry practice. The Company's operations and maintenance responsibilities for each Project Asset include:

(a) the management and control of traffic on the Project Asset, subject to VDOT’s rights to assume control pursuant to the Comprehensive Agreement;

21

(b) the maintenance and repair of the Project Asset, including all systems and components, which the Company may upgrade, modify or replace in accordance with the Comprehensive Agreement;

(c) the operation of the Project Asset and the electronic toll and traffic management system, and otherwise carrying out the collection and enforcement of tolls and other incidental charges in accordance with the terms of the Comprehensive Agreement;

(d) the maintenance, compliance with and renewal of government approvals necessary and incidental to the foregoing activities;

(e) traffic management and maintenance and repair responsibilities in accordance with the Comprehensive Agreement and the technical requirements; and

(f) except as otherwise provided in the Comprehensive Agreement, causing the Project to be continuously open and operational.

Under the Comprehensive Agreement, the Project Assets are required to be supervised from a 24-hour manned operations control center and the Company is required to provide sufficient equipment and personnel to support incident and emergency management operations on the facility 24 hours a day, seven days a week, 52 weeks per year. The Company expects to direct services for all of the Project Assets from a single operations and control center at the Pinner's Point facility and together with its engineering advisors, is developing an O&M Plan designed to identify all of the functions and procedures necessary to operate and maintain the Project Assets in accordance with the Comprehensive Agreement. Under the Comprehensive Agreement, the Company is required to develop a Life Cycle Maintenance Plan in accordance with the requirements set forth therein to assess the major maintenance and handback requirements needs of the Project during and upon termination of the concession term, including the estimated costs and timing of those needs and such other information as may be reasonably requested by VDOT. See “APPENDIX B –SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance – Tolling and O&M Work Notice to Proceed and Maintenance by the Company” and, for a description of expected operation and maintenance expenditures and major maintenance and rehabilitation cost estimates, see Sections 5.5 and 5.6 of the Independent Technical Advisor Report in APPENDIX J. VDOT’s approval of the O&M Plan and the Life Cycle Maintenance Plan for a Project Asset is one of the conditions to VDOT’s issuance of the Tolling and O&M Work Notice to Proceed with respect to such Project Asset.

Tolling on the Project

General

The Comprehensive Agreement provides that from and after the Tolling and O&M Work Commencement Date for each Project Asset and continuing during the term of the Comprehensive Agreement, the Company will have the exclusive right to impose, charge, collect, use and enforce the collection and payment of the toll revenues, in accordance with the terms of the Comprehensive Agreement, and, subject to the terms of the Electronic Toll Collection Agreement, will have the exclusive right, title, entitlement and interest in and to the toll revenues for each Project Asset.

Tolling on the Existing Midtown Tunnel and the Existing Downtown Tunnels currently is scheduled to commence no later than September 30, 2012, after installation of the tolling infrastructure and VDOT's issuance of the Tolling and O&M Work Notice to Proceed authorizing the Company to begin tolling the Existing Project Assets and assuming VDOT does not exercise the option granted in the CA Amendment to postpone the commencement of the collection and enforcement of tolls until the date on which Substantial Completion of the New Project Assets has been achieved. See “APPENDIX B — SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance.” Tolling on the New Midtown Tunnel and on the New MLK Extension is scheduled to commence on the Tolling and O&M Work Commencement Date with respect to the applicable New Project Asset, which in each case is scheduled to occur on December 31, 2016. Tolling is subject to the satisfaction of certain conditions precedent set forth in the Comprehensive Agreement, including VDOT's

22

issuance of the Tolling and O&M Work Notice to Proceed for the applicable Project Asset and, with respect to the applicable New Project Asset, the achievement of Substantial Completion.

Pursuant to the Comprehensive Agreement, the Company has the right to charge toll rates for different user classifications based on vehicle classes (light vehicles/heavy vehicles), time periods within a day (peak period/non-peak period), the applicable Project Asset, transaction type (transponder/non-transponder) and, with respect to the New MLK Extension, whether the vehicles are traveling through the New MLK Extension and any of the Existing Midtown Tunnel, New Midtown Tunnel or Existing Downtown Tunnels within a 30-minute period. See “THE PRINCIPAL PROJECT AGREEMENTS—The Comprehensive Agreement” below for a description of the toll rate provisions and maximum toll rates permitted under the Comprehensive Agreement and Section 2.5 of the Independent Traffic & Revenue Advisor Report in APPENDIX I for a description of the Project toll collection strategy and toll rates. The New MLK Extension runs through developed residential, commercial and industrial sections of Portsmouth. At VDOT’s request, the Company has agreed to reconfigure the tolling equipment being installed at the High Street ramp so that local traffic is not tolled, and VDOT has agreed to compensate the Company for that change.

VDOT received federal authorization to toll the Project Assets through a Cooperative Agreement entered into between VDOT and the FHWA, dated September 4, 2009, pursuant to which the “Value Pricing Pilot Program” was established for the Project Assets implementing Section 1012(b) of the Intermodal Surface Transportation Efficiency Act of 1991, as amended by Section 1216(a) of the Transportation Equity Act for the 21st Century, and Section 1604(a) of the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users. The Value Pricing Pilot Program, among other things, permits the use of time-of-day congestion pricing to promote changes to travel patterns and congestion relief at peak periods. See APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Use and Tolling of the Project – Compliance with Value Pricing Pilot Program.”

All-Electronic Tolling

The Project includes an all-electronic, cashless highway-speed tolling system. Although the Project is the first to deploy large-scale all-electronic tolling (“AET”) in Virginia, AET is already being operated successfully in a number of locations across the U.S. (including Maryland, North Carolina, Florida and Texas) and worldwide, and affiliates of Macquarie Holdings and Skanska ID ERC Holdings are operating (or have operated) a number of existing AET toll road facilities. The Company has entered into a fixed-price, date-certain contract with Federal Signal Technologies, LLC (“FST” or the “Tolling Contractor”), a subsidiary of Federal Signal Corporation, to design and install the AET system for the Project. See “— Tolling Contractor” below and “APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT.”

Benefits of AET include:

(a) Free Flow of Traffic - Toll collection occurs at posted speeds with no slowing or stopping.

(b) Convenience - Tolls will be assessed on tolled vehicles either using E-ZPass transponders or by way of license plate identification.

(c) Toll Flexibility – AET facilitates the implementation of time-of-day pricing in an effort to decrease congestion during peak periods. The peak periods for the Project are defined in the Comprehensive Agreement as every Monday through Friday from 5:30AM to 9:00AM eastern time and 2:30PM to 7:00PM eastern time.

The Project's AET system is being designed to automatically identify each vehicle using the Project Assets, either by detecting an E-ZPass transponder or by capturing a photographic image of the license plate, determining its classification, and assigning the proper tolls based on the type of vehicle and the time of day. The AET system is being designed to utilize sensors and cameras arranged on overhead gantries and in the pavement to provide full coverage of the road, including hard shoulders. The system configuration is designed so that vehicles can be accurately identified independent of their lateral position on the road, at speeds up to 110 mph. Each vehicle with an E-ZPass transponder will have its associated pre-paid toll account debited through E-ZPass, and those who do not

23

have a transponder may establish pre-paid accounts with the Company, or otherwise will be billed through the mail based on their license plate registration address. Payment of invoices will be accepted by telephone, mail, internet or in person.

To comply with the Comprehensive Agreement and applicable law, the Project's AET system will also be designed to be capable of being put into “evacuation mode” (for a weather-related or other emergency) to allow all traffic to travel on the Project Assets in a single direction with tolls suspended (if VDOT orders a suspension in accordance with the Comprehensive Agreement) while still maintaining traffic counts and other traffic management statistics. See “APPENDIX B — SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT — Use and Tolling of the Project” and “APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT — Suspension Rights.”

Tolling Operations

As part of its operations and maintenance obligations under the Comprehensive Agreement, during the operating period for each of the Project Assets, the Company is responsible, at its sole cost and expense, for the electronic toll and traffic management system and the collection and enforcement of tolls and other incidental charges in accordance with the terms of the Comprehensive Agreement.

The Company has entered into the Tolling Contract with FST to design, construct, complete, test and commission the tolling system (including the back office system), to operate and maintain the tolling system, and to perform toll collection and certain related services from the Tolling O&M Work Commencement Date for each Project Asset until the fifth anniversary of the date of substantial completion of the TC Work of the last Project Asset under the Tolling Contract, unless earlier terminated in accordance with the Tolling Contract (the “Tolling O&M Period”), which Tolling O&M Period may be extended for up to an additional two years in one-year increments in the Company’s sole discretion. Thereafter, the Company may elect to continue outsourcing tolling operations to FST, contract with another tolling contractor or self-perform the tolling operations.

Under the Comprehensive Agreement, the Company is also responsible for all toll transaction account management services but is entering into the Electronic Toll Collection Agreement with VDOT for the provision of all E-ZPass toll transaction account management services during the initial term set forth therein. Under the Electronic Toll Collection Agreement, VDOT is required to perform back office, customer service and related activities for the Project in connection with transactions processed through the E-ZPass network (and any successor to E-ZPass utilized on State Highways at that time). To the extent required for the performance of the Tolling Contractor's operations and maintenance services or as set forth in the Tolling Contract, the Tolling Contractor has agreed to cooperate and coordinate its performance of such services with VDOT’s personnel performing toll transaction account management services in accordance with the Electronic Toll Collection Agreement.

VDOT centrally manages E-ZPass accounts and the distribution of transponders to customers for all toll facilities in the Commonwealth. The services VDOT is required to provide to the Company under Electronic Toll Collection Agreement are similar to the services VDOT already provides to all other toll-facility operators in the Commonwealth that utilize E-ZPass and are necessary for the administration of the central E-ZPass account and transaction processing system. These services include customer services, the distribution of transponders, the debiting from customer accounts of tolls charged through E-ZPass and the operation of E-ZPass customer service centers. The Electronic Toll Collection Agreement provides that on each business day VDOT will download, via a direct computer interface to the Company’s toll collection system, a complete listing of all valid E-ZPass transponder numbers. The Company will then forward, or cause the Tolling Contractor to forward via that same interface, to VDOT a report listing E-ZPass transactions on the Project facilities of valid transponders by lane number from the previous day or weekend, as applicable, and VDOT is to forward to the Company a disbursement report reflecting E-ZPass transaction revenue credited to the Company by lane number. The Electronic Toll Collection Agreement requires VDOT to initiate payment by electronic wire transfer to the Company on or before the close of the next business day in an amount equal to the aggregate tolls and any applicable membership fees posted to customer accounts during the previous day or weekend, as applicable, net of the transaction fee payable to VDOT. The Electronic Toll Collection Agreement requires VDOT and the Company to exchange back-up information and to resolve any discrepancies between their reports amounting to $50 or more for any three consecutive days. Any E-ZPass transactions for the Project not sent to VDOT within 60 business days are subject to

24

deletion and the related revenue may not be recorded unless the delay is due to VDOT’s failure, in which case such related revenue is required to be transferred to the Company.

The services to be provided by VDOT under the Electronic Toll Collection Agreement, and the form of Electronic Toll Collection Agreement, are substantially the same as those that VDOT performs and enters into with all other toll facilities in the Commonwealth that utilize E-ZPass. Under the current form of Electronic Toll Collection Agreement, the transaction fee to be paid by the Company to VDOT will represent the Company’s share of VDOT’s total annual electronic toll collection expenses and will be based upon the number of electronic toll transactions and the revenue processed for the Company. VDOT is considering amending all of its Electronic Toll Collection Agreements to eliminate this transaction fee (currently $.04 per transaction) and instead charge a fee to the holders of transponders. See “THE PRINCIPAL PROJECT AGREEMENTS — The Electronic Toll Collection Agreement” below and Section 6.2.3 of the Independent Technical Advisor Report attached as APPENDIX J.

The Comprehensive Agreement also requires the Company to operate an electronic tolling collections system that is interoperable with the VDOT E-ZPass network and any successor to E-ZPass utilized on State Highways from and after the Tolling and O&M Work Commencement Date for each Project Asset and through the end of the term. The Electronic Toll Collection Agreement requires the Company to use reasonable efforts to cause its electronic toll collection equipment used on the Project to be compatible with that used by VDOT on its other electronic toll collection facilities and related operations. To comply with such requirements, the Company intends to purchase equipment from the official E-ZPass equipment vendor at the same prices and under the same terms available to VDOT. VDOT is required to exercise due care and diligence in planning and implementing modifications, upgrades and associated testing of its electronic tolling collections system at levels which are reasonable given the schedule, scope and budget for such system and will not exceed what is considered customary and reasonable for electronic toll collection hardware and software processing systems. The Company and VDOT are also required to report as promptly as possible, and no later than 72 hours, after the receipt of notice of any system failure or degradation that may affect the electronic tolling collections operations. See “THE PRINCIPAL PROJECT AGREEMENTS—The Electronic Toll Collection Agreement.”

Toll Violations Enforcement

The Code of Virginia makes it unlawful to use a toll facility without paying the specified toll (except under certain circumstances, including with respect to certain exempt vehicles and during specified emergencies) and permits a toll facility operator to install and operate photo-monitoring and/or automatic vehicle identification systems at locations where tolls are collected for the use of such toll facility. The Code of Virginia also allows information gathered by such systems to be used as evidence in court and proof of a violation.

Virginia law provides that if a vehicle uses a toll facility without paying the toll, the owner or operator of the vehicle shall be in violation if such owner or operator refuses to pay the toll within 30 days following notification thereof. If the toll has not been paid by the owner or operator within 30 days after receipt of the invoice for the unpaid toll, the toll facility operator may impose and collect an administrative fee in addition to the unpaid toll after the first unpaid toll has been documented so as to recover the expenses of collecting the unpaid toll. The administrative fee must be reasonably related to the actual cost of collecting the unpaid toll and may not exceed $100 per violation. Once such a violation has occurred, the owner or operator of the vehicle shall pay the unpaid tolls and any administrative fee detailed in the invoice for the unpaid toll issued by a toll facility operator. If paid within 30 days of notification of the toll violation, the administrative fee may not exceed $25.

In addition and subject to compliance with certain procedural and evidentiary requirements prescribed by statute, the toll facility operator may bring an action against the owner or operator of the vehicle in the general district court of the city or county in which the toll facility is located. A toll violator may be assessed civil penalties that begin at $50 for the first offense up to $500 for multiple offenses, plus, in each case, unpaid tolls, accrued administrative fees and applicable court costs.

The statute, as most-recently amended in 2011, now includes provisions that allow the toll facility operator to expedite the pursuit of claims against toll violators and, subject to certain statutory conditions, requires the Commissioner of the Department of Motor Vehicles, after having been notified by the court or the toll facility operator, to refuse to issue or renew any vehicle registration certificates or license plates of a toll violator who has

25

not paid multiple tolls or related penalties and fees, until such amounts are paid. Actions against toll violators are considered traffic infractions but are tried as civil cases with the attorney for the Commonwealth being authorized to represent the interests of the toll facility operator. Proof of violations must be evidenced by information obtained from a video-monitoring system or automatic vehicle identification system. A sworn certificate by a technician employed or authorized by the toll facility operator based on inspection of photographs or electronic data constitute prima facie evidence of the facts contained therein.

Although the Commonwealth has existing legislation for in-state vehicles, the Company's ability to locate and prosecute out-of-state violators may be more limited. See “RISK FACTORS” and Section 2.5.7 of the Independent Traffic & Revenue Advisor Report attached as APPENDIX I for a review of the enforcement mechanisms relating to the Project.

Violations Processing Services

Under the Comprehensive Agreement, the risk of enforcement and collection of tolls and related charges (including user fees and civil penalties and administrative fees) remains with the Company. However, VDOT has implemented and maintains a processing system for the enforcement of penalties for toll violations in Virginia for electronic toll collection systems on State Highways. The Company may, but is not obligated to, enter into an agreement with VDOT, in accordance with the form of Violations Processing Services Agreement attached to the Comprehensive Agreement, to obtain the benefits of such enforcement system. In consideration of such services, the Company will pay VDOT its customary charges for such services in effect from time to time. For purposes of identifying and apprehending toll violators of the Project, as authorized under law and any applicable agreements or arrangements, VDOT will make available to the Company the benefits of any agreements or arrangements which VDOT has in place with other state authorities or agencies that provide access to records in their possession relating to vehicle and vehicle owner data, and will coordinate with the Virginia State Police in accordance with the terms and conditions of the Comprehensive Agreement with respect to the provision of policing services, emergency services, traffic patrol and traffic law enforcement services on the Project.

Project Participants

The Issuer

The Issuer is a public body corporate and a political subdivision of the Commonwealth created pursuant to the provisions of the Bond Act. The Bond Act authorizes the Issuer, among other things, to issue its revenue bonds and to lend the proceeds thereof to companies for the purpose of financing or refinancing projects for eligible businesses, including a business enterprise, such as the Company, that exists for the sole purpose of developing or operating a qualified transportation facility under the PPTA and to secure its bonds by a pledge of the amounts payable by the Company, all for the purposes of promoting and developing industrial development and of furthering the long-term economic development of the Commonwealth through the improvement of its tax base and the promotion of employment. The Bond Act authorizes the Issuer to issue its revenue bonds to carry out any of its powers, to mortgage and pledge any or all of its assets, whether then owned or thereafter acquired, as security for the payment of the principal or purchase price of, premium, if any, and interest on any such revenue bonds and any agreements made in connection with them, and to pledge the revenues and receipts from the repayment of such revenue bonds and to refund its revenue bonds previously issued for any such purpose. The Bonds will be limited obligations of the Issuer, as described on the cover of this Official Statement. The Issuer has no taxing power. The Issuer is not responsible for the contents of this Official Statement generally and is acting solely as a conduit bond issuer on behalf of the Company.

The Board of Directors of the Issuer authorized the issuance of the Bonds by resolution adopted on January 18, 2012.

VDOT and the CTB

VDOT is a public agency of the Commonwealth and is responsible for building, operating and maintaining the Commonwealth highway system under legislation enacted by the General Assembly and in accordance with

26

policies and procedures adopted by the CTB. VDOT’s mission is to plan, deliver, operate and maintain a transportation system that is safe, enables easy movement of people and goods, enhances the economy and improves quality of life. Part of VDOT’s mandate includes the consideration of public private partnerships as a method of procuring needed transportation facilities. The Office of Transportation Public-Private Partnerships, a division of VDOT, is responsible for developing, implementing and administering public private partnerships procured through the PPTA. The Office of Transportation Public-Private Partnerships is located within VDOT for administrative ease and functional continuity, but the office works with other transportation agencies within the Secretary of Transportation’s directorate as required due to the specific characteristics of a particular PPTA project. VDOT is comprised of nine highway districts and has a central office in Richmond, Virginia. VDOT’s Hampton Roads District is responsible for oversight of the Project.

The CTB is VDOT’s oversight board. The Secretary of Transportation serves as chairman of the CTB and the Commissioner of Highways serves as the vice-chairman. The 17 board members are appointed by the Governor and approved by the General Assembly. The director of the Department of Rail and Public Transportation also serves as a non-voting member.

VDOT has the responsibility for construction, maintenance and operation of the Commonwealth highway system under legislation enacted by the General Assembly and in accordance with policies and procedures adopted by the CTB.

VDOT’s budget for the fiscal year ending June 30, 2012 is approximately $4.8 billion. As of March 1, 2012, VDOT had 130 construction projects underway for an aggregate amount of approximately $1.8 billion, with an outstanding balance to be paid of approximately $1.0 billion as these projects progress toward completion. Additionally, VDOT had 221 maintenance projects underway for an aggregate amount of approximately $631 million, with an outstanding balance to be paid of approximately $332 million as these projects progress toward completion.

U.S. Department of Transportation and TIFIA

Pursuant to the Transportation Infrastructure Finance and Innovation Act of 1998 (“TIFIA”), the United States Department of Transportation, acting by and through the Federal Highway Administrator (the “TIFIA Lender”), may provide credit assistance to major transportation projects of critical or national significance, such as inter-modal facilities, border crossing infrastructure, highway trade corridors, and transit and passenger rail facilities with regional and national benefit.

As part of the financing for the Project, the TIFIA Lender will provide the TIFIA Loan to the Company under the authority granted to the TIFIA Lender by TIFIA. See “FINANCING FOR THE PROJECT – TIFIA Loan.”

The Company

The Company is a Delaware limited liability company that was formed on November 30, 2011 for the principal purpose of undertaking the Project. The Company is permitted to engage in any lawful act or activity that may be engaged in by a special-purpose limited liability company organized under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), in pursuit of the Company’s principal purpose. These activities may include but are not limited to obtaining financing in furtherance of such purpose and entering into agreements such as the Comprehensive Agreement; financing agreements; design and build contracts and any other relevant documents.

Elizabeth River Crossings Holdco, LLC, a Delaware limited liability company (“ERC Holdings”), is the direct holder of 100% of the outstanding membership interests in the Company. The membership interests in ERC Holdings in turn are owned 50% by Skanska ID ERC Holdings LLC (“Skanska ID ERC Holdings”), a Delaware limited liability company and 50% by Macquarie Midtown Holdings, LLC, a Delaware limited liability company (“Macquarie Holdings”, and together with Skanska ID ERC Holdings, the “Equity Participants”). Skanska ID ERC Holdings is an indirect subsidiary of Skanska, Inc., a Delaware corporation. Macquarie Holdings is directly or

27

indirectly owned by Macquarie Infrastructure Partners II U.S., L.P., a Delaware limited partnership (“MIP II US”), Macquarie Infrastructure Partners II International, L.P., a Delaware limited partnership (“MIP II International”, and together with MIP II US, “MIP II”) and MMIT Midtown Holdings Pty Ltd (“MMIT”), each an affiliate of Macquarie Capital (USA) Inc., the financial advisor to the Company. The obligations of the Equity Participants are limited to their obligations under the Equity Contribution Agreement whereby the Equity Participants will severally agree to provide certain capital contributions to ERC Holdings and to secure those obligations by providing to the Collateral Agent the Equity Letters of Credit and/or the Sponsor Cash Collateral Accounts. Pursuant to the limited liability company operating agreement of the Company, ERC Holdings will contribute any such capital contributions received from the Equity Participants to the Company. See “FINANCING FOR THE PROJECT—Capital Contributions.” None of the Equity Participants or any direct or indirect owners thereof, including MIP II, MMIT and Skanska, Inc., is obligated to make any payments in connection with, and none of the Equity Participants or any of their direct or indirect owners is guaranteeing, the Bonds or the TIFIA Obligations or any other agreement entered into by the Company or by any other party in connection with the Bonds, including the Series 2012 Bonds, the TIFIA Obligations or the Project.

Skanska Infrastructure Development, Inc.

Skanska Infrastructure Development, Inc. (“Skanska ID”), an affiliate of Skanska ID ERC Holdings, is a wholly owned subsidiary of Skanska, Inc., a Delaware corporation, and indirectly owned by Skanska AB, one of the world’s ten largest construction and development companies. See “—Design Build Guarantors.” Skanska ID is also an affiliate of Skanska USA Civil Southeast, Inc., one of the joint venture members of the Design Build Contractor. See “—Design Build Contractor.”

Skanska ID has significant experience in developing, investing in and operating major public private partnerships in transportation, accommodation and social infrastructure, with more than 20 concession projects won or in development globally. In the transportation sector, where Skanska ID affiliates often serve as part of construction joint ventures, an affiliate of Skanska ID was an initial investor in the company that developed and operates the Autopista Central project, a 38-mile long, six-lane, all-electronic toll road system in Santiago, Chile, and an affiliate of Skanska ID is an investor in the Gdansk Transport Company, the company responsible for collecting tolls on the Autostrada A1 in Poland, a 94-mile, four-lane segment of the European Road E75, one of Europe’s largest road projects.

Skanska ID has acted as co-developer (along with Macquarie Capital (USA), Inc.) during the development phase of the Project on behalf of the Skanska Group. In that role, Skanska ID has allocated internal resources and provided funding at risk in order to perform development activities, including managing external consultancy relationships required for the technical surveys and studies undertaken, as well as co-leading the negotiations of the Comprehensive Agreement and related documents.

Macquarie Group

Overview. Macquarie Group is a global financial services institution. As of September 30, 2011, Macquarie Group had more than 15,000 employees providing banking, financial, advisory, investment and funds management services in 28 countries around the world. The headquarters of Macquarie Group are located in Sydney, Australia. Through its dedicated infrastructure fund management division, Macquarie Infrastructure and Real Assets (“MIRA”), the Macquarie Group is one of the largest private managers of infrastructure assets in the world. The Macquarie Group’s dedicated infrastructure funds management business began in 1996, when Australian state and federal governments engaged in significant privatization programs including airports, toll roads, telecommunication and electricity and gas companies. The Macquarie Group entities involved in the Project are described below.

MIRA. MIRA, Macquarie Group’s dedicated infrastructure funds management division, manages infrastructure and infrastructure-like businesses across the world. MIRA and its managed funds and investment vehicles (“Funds”) have extensive existing infrastructure holdings, including roads, rail, airports, parking, marine terminals, utilities and other essential infrastructure assets. MIRA and its Funds own and/or manage approximately 100 infrastructure portfolio companies and assets (“Assets”) globally, which Assets were valued at approximately $110 billion as of December 31, 2011. Of these managed Assets, approximately 30 Assets are located in North

28

America. MIRA currently manages interests in a number of toll roads globally, including Indiana Toll Road, Dulles Greenway in Northern Virginia, the Skyway in Chicago, the A25 in Quebec and the Decarred highway in Mexico.

MIP II. MIP II, a MIRA Fund, is providing the majority of the funding for Macquarie Holdings’ indirect equity investment in the Company. MIP II is an unlisted, closed-end infrastructure fund, which closed with approximately $1.6 billion of commitments from its investors.

MMIT. MMIT Midtown Holdings Pty Ltd is owned ninety percent (90%) by Macquarie Mercer Infrastructure Trust I (“MMIT I”) and ten percent (10%) by Macquarie Mercer Infrastructure Trust II (“MMIT II”, and together with MMIT I, the “Trusts”). The Trusts were established to acquire investments on behalf of Mercer Investment Nominees Ltd., as trustee of Mercer Tailored #1 Trust. Macquarie Specialized Asset Management Limited, a wholly-owned subsidiary of Macquarie Group Limited, is the trustee of the Trusts and manages the Trusts’ investments. The Trusts are providing the remainder of the funding for Macquarie Holdings’ indirect equity investment in the Company.

Macquarie Capital (USA) Inc. Macquarie Capital (USA) Inc. (“MACCAP USA”) is a wholly-owned, indirect subsidiary of Macquarie Group Limited and is an SEC-registered broker-dealer and a member of the Financial Industry Regulatory Authority. MACCAP USA is providing the Company with financial advisory and debt arranging services.

Design Build Contractor and the Design Team

The Company has contracted with SKW Constructors, a Skanska, Kiewit, Weeks JV (“SKW Constructors” or the “Design Build Contractor”), to design and construct the Project (other than the portion that is the responsibility of the Tolling Contractor). SKW Constructors is a joint venture comprised of Skanska USA Civil Southeast Inc. (45%), Kiewit Infrastructure Co. (40%), and Weeks Marine, Inc. (15%), and its payment and performance obligations under the Design Build Contract are guaranteed in their entirety by each of Skanska AB and Kiewit Infrastructure Group Inc. The joint venture partners collectively have built nearly 52,000 feet of immersed tube tunnels in the United States, including 18,500 feet in the Virginia Tidewater area. Each joint venture partner has been identified by Engineering News Record as a top domestic heavy contractor by annual U.S. revenues (Kiewit ranked #1, Skanska #4 and Weeks Marine #21 in 2011). The design of the Project requirements for the DB Work has been subcontracted to a design team, which is led by Parsons Brinckerhoff, Inc. and includes Volkert & Associates. The joint venture partners of the Design Build Contractor have worked together on a number of projects in the region, including the immersed tube tunnel projects described below.

Skanska USA Civil Southeast Inc. Skanska USA Civil Southeast Inc., formerly Tidewater Construction Co. (“Skanska USA Civil Southeast”), headquartered in Virginia Beach, Virginia, is a subsidiary of Skanska USA Civil, Inc. (“Skanska USA Civil”) and one of the companies of the Skanska Group. Skanska USA Civil Southeast has operated in the Tidewater area for more than 80 years and led a joint venture that constructed the Second Hampton Roads Tunnel, consisting of 7,313 feet of immersed tube, double-shell steel tunnel that is west of and parallel to the first Hampton Roads Tunnel and the original Chesapeake Bay Bridge and Tunnel, including the two approximately one-mile tunnels that opened in 1964. Skanska USA Civil also was part of joint ventures with Kiewit affiliates that constructed the Fort McHenry Tunnel in Baltimore, the 63rd Street tunnel in New York City and the BART tubes in San Francisco. Skanska USA Civil Southeast also was the lead contractor for the Woodrow Wilson Bridge substructure in Washington D.C. and the Cooper River Bridge in South Carolina.

Kiewit Infrastructure Co. Kiewit Infrastructure Co. (“Kiewit”) is a wholly-owned, direct subsidiary of Kiewit Infrastructure Group Inc., one of the largest infrastructure contracting organizations in North America. The headquarters of Kiewit are located in Omaha, Nebraska. Through its affiliates and parent companies, Kiewit has more than 125 years of heavy civil construction experience. Among the projects built by Kiewit affiliated companies are the Trans-Bay Tube, an approximately four-mile-long immersed-tube train tunnel under San Francisco Bay; the Fort McHenry Tunnel, two parallel 5,401-linear foot immersed tube tunnels beneath the Baltimore Harbor, which opened in 1987 and are still the widest underwater highway tunnels in the world; and the 63rd Street Tube and Tunnel, a 1,510 foot immersed tube tunnel under the East River in New York City. Kiewit also was lead contractor for a number of other large interstate highway projects including the Brooklyn Battery Tunnel and the Willis Avenue Bridge in New York City.

29

Weeks Marine, Inc. Weeks Marine, Inc. (“Weeks Marine”) founded more than 90 years ago, is a privately held company that specializes in the engineering and construction of heavy marine infrastructure and facilities, and its Dredging Division is one of the largest dredge operators in the U.S. Other divisions include stevedoring, heavy lift and salvage, towing, and equipment charter. Weeks Marine has successfully teamed with both Skanska and Kiewit on several major transportation projects, including the FDR Bypass on the east side of Manhattan and the new Willis Avenue Bridge between Manhattan and the Bronx. Weeks Marine also towed tunnel segments for Boston’s Ted Williams immersed tube tunnel from Baltimore to Boston and supplied tugboats and barges onsite for that project. Weeks Marine has more than 1,200 employees in six offices nationwide. Its headquarters are located in Cranford, New Jersey, with major division offices in Portsmouth, Virginia; Covington, Louisiana; and Houston, Texas.

The partners in SKW Constructors have been involved jointly in the construction of a number of notable projects, including the immersed tube tunnel projects in the United States summarized in the following table:

Project Name Description Parties Involved

Second Hampton Roads Tunnel, Virginia

A Skanska led joint venture constructed 7,313 feet of immersed tube, double-shell, steel tunnel 250 feet west of and parallel to the existing Hampton Roads Tunnel.

Skanska (thru Tidewater)and Kiewit

Chesapeake Bay Bridge Tunnel, Virginia

A Skanska led joint venture constructed this 17.6-mile long bridge and tunnel construction that links Virginia’s Eastern Shore to Hampton Roads, Virginia. The project includes 12.2 miles of low-level trestles, two trenches, two approximately one mile long immersed tube tunnels, two bridges and two miles of causeway with associated islands, approaches and ventilation buildings

Skanska (thru Tidewater) and Kiewit

Trans-Bay Tube San Francisco, California

A Kiewit led joint venture constructed an immersed tube tunnel under the San Francisco Bay. The approximately four mile long tunnel carries BART trains between Oakland and San Francisco. The project involved construction of 58 steel shelled, immersed tube concrete section ranging in length from 272 – 366 ft. and averaging 10,000 tons each.

Kiewit and Skanska (thru Tidewater) and Weeks Marine (thru Healy Tibbitts)

Fort McHenry Tunnel Baltimore, Maryland

A Kiewit led joint venture completed the construction of two parallel 5,401 linear foot immersed tube tunnels beneath the Baltimore Harbor, the widest immersed tube tunnel in the world. The project included 32 steel shelled concrete tubes.

Kiewit and Skanska (thru Tidewater)

63rd Street Tube and Tunnel New York, New York

A Kiewit led joint venture built 1,503 feet of immersed tube tunnel under the East River. The project included 4 immersed steel shelled concrete tubes each measuring 375 feet long by 38 feet wide by 37 feet high and displacing 16,000 tons.

Kiewit and Skanska (thru Slattery)

Parsons Brinckerhoff. Parsons Brinckerhoff leads the design team for the design of the DB Work which includes Volkert & Associates. Parsons Brinckerhoff is one of the leading immersed tube tunnel design firms globally. With more than 125 years of experience, Parsons Brinckerhoff’s experience in designing immersed tube tunnels includes:

• Midtown Tunnel (design and retrofit), Virginia (Existing Midtown Tunnel);

• Downtown Elizabeth River Tunnels, Virginia (Existing Downtown Tunnel);

• Hampton Roads Bridge Tunnels, Virginia;

30

• Ted Williams Tunnel, Boston, Massachusetts;

• Fort Point Channel Tunnel, Boston, Massachusetts;

• Fort McHenry Tunnel, Baltimore, Maryland;

• 63rd Street Tunnel, New York City, New York; and

• BART Tubes, San Francisco, California.

In addition, Parsons Brinckerhoff has completed its second contract with VDOT for on-call engineering

services for ten tunnels located in the Hampton Roads area and Bland County and completed an emergency assessment for the Existing Midtown Tunnel following damage sustained during Hurricane Isabel.

Design Build Guarantors

Skanska AB and Kiewit Infrastructure Group Inc. (collectively, the “Design Build Guarantors”) each provided a separate guaranty in favor of the Company, and each guarantees all of the Design Build Contractor’s obligations to the Company under the Design Build Contract.

Kiewit is a privately held company and, therefore, no summary financial data are provided for Kiewit.

Skanska AB, along with its subsidiaries (collectively, the “Skanska Group”), is one of the world's largest project development and construction companies, with a leading position in a number of home markets in Europe, the United States and Latin America. The headquarters of Skanska AB are located in Solna, Sweden. The Skanska Group also carries out project development in selected geographic markets in the residential and commercial property fields, as well as in infrastructure by means of public-private partnerships.

The Skanska Group has more than 50,000 employees. In 2011, according to the Annual Report 2011, dated March 15, 2012, the Skanska Group generated more than SEK 118.7 billion in revenues, had an order backlog of approximately SEK 155.7 billion and had approximately SEK 5.3 billion in cash or cash equivalents on hand. Detailed financial information about Skanska AB is publicly available on the Skanska AB website at http://www.skanska.com/en/Investors/Financial-Information (this inactive textual reference to Skanska AB’s website is not a hyperlink, and the Skanska Group’s website is not incorporated herein). Annual Reports for 2011, 2010 and 2009 are available on the website. Each of the reports should be read in its entirety including the disclaimers and descriptions of applicable accounting standards set forth therein. Any representations of the Skanska Group or its affiliates are limited to those included in such reports as of the dates of such reports.

Tolling Contractor

The Company has contracted with FST to design, install, test and commission the electronic tolling collection system for the Project and to operate and maintain the electronic tolling system during the Tolling O&M Period. FST is a wholly-owned subsidiary of Federal Signal Corporation. FST is part of the Federal Signal Technologies (“FS Tech”) operating segment of Federal Signal Corporation.

FS Tech provides technology platforms and customized services to intelligent transportation systems and public safety markets in the United States and Europe. FS Tech consists of five businesses that collectively specialize in end-to-end tolling systems solutions, traffic management, call center operations, integrated database functionality, and state-of-the-art technologies. FST will supply the integrated back-office system, the automatic vehicle identification component, the field subsystem, the automatic vehicle classification and automated license plate recognition cameras for the Project.

FS Tech’s major tolling implementation engagements include:

• Halifax Harbour Bridges, Canada;

• Transportation Corridor Agencies, California;

31

• MnPASS I-394 Express Lanes, Minnesota; and

• TxTAG program, Texas.

Tolling Guarantor

Federal Signal Corporation (the “Tolling Guarantor”) has provided a parent company guaranty in favor of the Company guaranteeing all of FST’s obligations to the Company under the Tolling Contract up to the stated limits of liability that vary based on the other security provided by FST. The Tolling Guarantor, founded in 1901, designs and manufactures a suite of products and integrated solutions for municipal, governmental, industrial and commercial customers, including technology and solutions for intelligent transportation systems such as vehicle classification software and automated license plate recognition. The headquarters of Federal Signal Corporation are located in Oak Brook, Illinois. The Tolling Guarantor is a reporting company subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Exchange Act, the Tolling Guarantor files reports and other information with the Securities and Exchange Commission (the “SEC”). These reports and other information can be inspected and copies can be obtained at prescribed rates through the public reference facility the SEC maintains at Room 1200, 450 Fifth Street, N.W., Washington D.C. 20549. Filings also may be accessed electronically by means of the SEC’s homepage on the internet (http://www.sec.gov). The aforementioned filings of the Tolling Guarantor are not incorporated by reference in this Official Statement and neither the Issuer, the Company, nor the Underwriters assume any responsibility for the accuracy or completeness of the information contained in such filings.

THE PRINCIPAL PROJECT AGREEMENTS

The following is a summary of selected provisions of certain principal project agreements relating to the Project and is not a full statement of the terms of each of such agreements. Accordingly, the following summaries are qualified in their entirety by reference to such agreements and are subject to the full text of such agreements. A copy of each of the agreements is available, free of charge, upon request from the Company or the Trustee. Unless otherwise stated, any reference in this Official Statement to any agreement shall mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date hereof.

The Comprehensive Agreement

On December 5, 2011, the Company entered into the Comprehensive Agreement with VDOT for the financing, development, design, construction, management, rehabilitation, operation, maintenance and tolling of the Project. VDOT and the Company have entered into Amendment No. 1 to the Comprehensive Agreement, dated as of March 21, 2012 (referred to in this Official Statement as the “CA Amendment”).

Principal Rights and Responsibilities of the Company

Pursuant to the Public-Private Transportation Act of 1995 (as amended, the “PPTA”) and subject to the terms and conditions of the Comprehensive Agreement, VDOT has granted to the Company the exclusive right (i) to finance, develop, design, construct, rehabilitate, manage, operate and maintain the Project and (ii) to establish, impose, charge, collect, use and enforce payment of tolls and related charges from the Tolling and O&M Work Commencement Date for each Project Asset. The term of the Comprehensive Agreement commenced on the Agreement Date and will remain in effect until the expiration of the concession, which is 58 years after the Financial Close Date, as may be extended pursuant to the Comprehensive Agreement, or the earlier termination of the Comprehensive Agreement as described herein.

Design, Construction and Rehabilitation of the Project. Pursuant to the Comprehensive Agreement, the Company is responsible for all design, construction, rehabilitation and other related services for the Project, provision of all materials, equipment and labor to perform the design, construction and rehabilitation work reasonably inferable from, and in accordance with, the Comprehensive Agreement. The Company has entered into a Design Build Contract, under which the Design Build Contractor is obligated to fulfill the Company’s obligations under the Comprehensive Agreement to design and construct the New Project Assets and to rehabilitate the Existing

32

Project Assets, excluding the limited work to be undertaken pursuant to the Tolling Contract with respect to the design, construction, completion, testing and commissioning of the tolling system. See “THE PRINCIPAL PROJECT AGREEMENTS —The Design Build Contract” and APPENDIX D — “SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT.” Under the Tolling Contract, the Tolling Contractor is obligated to fulfill the Company’s obligations under the Comprehensive Agreement with respect to the design, construction, completion, operation and maintenance of the tolling system of the Project, toll collection and certain other related services. See “THE PRINCIPAL PROJECT AGREEMENTS —The Tolling Contract” and APPENDIX C — “SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT.”

Under the Comprehensive Agreement, the Company has agreed to achieve Substantial Completion for each of the Project Assets by no later than the following dates, which dates are subject to adjustment for Delay Events in accordance with the Comprehensive Agreement and subject to the assessment of liquidated damages as described in “—Liquidated Damages”:

Existing Downtown Tunnels: the date that is 1,576 days following the Financial Close Date.

Existing Midtown Tunnel: the date that is 2,219 days following the Financial Close Date.

New Midtown Tunnel: the date that is 1,716 days following the Financial Close Date.

New MLK Extension: the date that is 1,715 days following the Financial Close Date.

The Company has also agreed to achieve Final Acceptance for each of the Project Assets by no later than 90 days after the Substantial Completion of the applicable Project Asset, which deadlines are subject to adjustment for Delay Events in accordance with the Comprehensive Agreement and subject to the assessment of liquidated damages as described in “– Liquidated Damages.”

Liquidated Damages. Pursuant to the terms of the Comprehensive Agreement, VDOT is entitled to assess daily liquidated damages against the Company for failure by the Company to achieve Substantial Completion and Final Acceptance of each of the Project Assets by the applicable scheduled substantial completion date or scheduled final acceptance date, as the case may be. See “APPENDIX B —SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT –Substantial Completion” and “—Final Acceptance” for details of the amounts of liquidated damages. Operation and Maintenance of the Project. VDOT will be responsible, at its sole cost and expense, for the operation and maintenance of the Existing Downtown Tunnels and the Existing Midtown Tunnel until the Company is authorized by VDOT to commence operating and maintenance of such Project Assets pursuant to the Comprehensive Agreement. From and after commencement of operations and maintenance for each of the Project Assets, the Company is obligated to manage, maintain, and operate such Project Assets in accordance with applicable law, all governmental approvals, the Comprehensive Agreement, including the technical requirements, and good industry practice. Among other things, the Company is responsible for the following, at its sole cost and expense, during the operating period for each of the Project Assets:

(i) the management and control of traffic on the Project Asset, subject to VDOT’s rights to assume control pursuant to the Comprehensive Agreement;

(ii) the maintenance and repair of the Project Asset, including all systems and components, which the Company may upgrade, modify or replace in accordance with the Comprehensive Agreement;

(iii) the operation of the Project Asset and the electronic toll and traffic management system, and otherwise carrying out the collection and enforcement of tolls and other incidental charges in accordance with the terms of the Comprehensive Agreement;

(iv) the maintenance, compliance with and renewal of government approvals necessary and incidental to the foregoing activities;

33

(v) traffic management and maintenance and repair responsibilities in accordance with the Comprehensive Agreement and the technical requirements; and

(vi) except as otherwise provided in the Comprehensive Agreement, causing the Project to be continuously open and operational.

The Company’s operations and maintenance obligations with respect to the Project Assets includes the operation and maintenance of a toll collection system that meets all statewide interoperability and compatibility standards for toll collection systems, toll transaction account management services, toll violation processing, enforcement and disposition of revenues, subject to limitations set forth in the Comprehensive Agreement. The Company has entered into the Tolling Contract under which the Tolling Contractor will operate and maintain the tolling system components of the Project during the Tolling O&M Period, as more fully described in “THE PRINCIPAL PROJECT AGREEMENTS—The Tolling Contract” and APPENDIX C – “SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT.” Except for the operations and maintenance services with respect to the tolling system to be undertaken by the Tolling Contractor during the Tolling O&M Period, the Company expects to operate and maintain the Project itself (using subcontracts as appropriate, and excluding certain discrete operations and maintenance functions that will be outsourced).

Management and Coordination. Pursuant to the terms of the Comprehensive Agreement, the Company is responsible for providing appropriate oversight, management and reporting of all phases of the Project and its contractors such that the Project is delivered, operated and maintained in accordance with the Comprehensive Agreement. The Company is also responsible for coordinating and scheduling the work with other separate contractors working in the Project Right of Way. To fulfill some of its obligations under the Comprehensive Agreement relating to the coordination of the design and construction work, the Company has entered into the Interface Agreement with the Design Build Contractor and the Tolling Contractor. See “THE PRINCIPAL PROJECT AGREEMENTS — Interface Agreement.”

Toll Rates

User Classifications. Pursuant to the Comprehensive Agreement, the Company has the right to charge toll rates for different user classifications based on vehicle classes (light vehicles/heavy vehicles), time periods within a day (peak period/non-peak period), the applicable Project Asset, transaction type (transponder/non-transponder) and, with respect to the New MLK Extension, whether the vehicles are traveling through the New MLK Extension and any of the Existing Midtown Tunnel, New Midtown Tunnel or Existing Downtown Tunnels within a 30-minute period.

Maximum Transponder Toll Rates. Subject to the terms of the Comprehensive Agreement (including any adjustments to the toll rates mutually agreed to by VDOT and the Company in relation to certain circumstances set forth in the Comprehensive Agreement), with respect to each user classification for a particular year, the maximum transponder toll rate applicable at any point during the term will be calculated in accordance with a formula set forth in the Comprehensive Agreement, which calculation is based on (i) the maximum base toll rate set forth in the Comprehensive Agreement for tolled vehicles with transponders of the applicable user classification in un-inflated U.S. dollars and (ii) a cumulative escalation index for the particular year which is calculated on the Substantial Completion Date of the New Midtown Tunnel, and each January 1 thereafter beginning after the first anniversary thereof, and is based on (A) the applicable escalation factor for such year, which will be the greater of 3.50% and the percentage change in CPI during the prior 12 month period and (B) the cumulative escalation index applicable in the prior year. However, during the period from the Tolling and O&M Work Commencement Date up to, but not including, the Substantial Completion Date, the maximum transponder toll rates will be the tolls set forth in the Comprehensive Agreement for this period and described below.

Maximum Non-Transponder Toll Rates. Subject to the terms of the Comprehensive Agreement (including any adjustments to the toll rates mutually agreed to by VDOT and the Company in relation to certain circumstances set forth in the Comprehensive Agreement), with respect to each user classification for a particular year, the Company will have the right to impose, charge, collect and enforce a surcharge for tolled vehicles without a transponder. With respect to each user classification for a particular year, the maximum non-transponder toll rate applicable at any point during the term will be calculated in accordance with a formula set forth in the

34

Comprehensive Agreement, which is similar to the calculation with respect to the maximum transponder toll rates described above, but also takes into account (i) the maximum surcharge for tolled vehicles without transponders set forth in the Comprehensive Agreement for the applicable user classification and (ii) the application of a cumulative escalation index to such surcharge for the particular year in the manner described above with respect to the maximum transponder toll rates.

Initial Toll Rates. For the period from the Tolling and O&M Work Commencement Date up to, but not including, the Substantial Completion Date, the maximum toll rates will be the tolls described for this period in the Comprehensive Agreement. Such initial maximum toll rates for tolled vehicles with transponders are (i) with respect to the Existing Midtown Tunnel, the Existing Downtown Tunnels and the New Midtown Tunnel, (A) $1.59 off-peak and $1.84 peak for light vehicles and (B) $4.77 off-peak and $7.36 peak for heavy vehicles and (ii) with respect to the New MLK Extension and (A) light vehicles, $1.00 for non-tunnel users and $0.50 for tunnel users during both peak and off-peak periods and (B) heavy vehicles, $3.00 for non-tunnel users and $1.50 for tunnel users during both peak and off-peak periods. Such initial maximum toll rates for tolled vehicles without transponders are equal to (x) the initial maximum toll rates applicable to tolled vehicles with transponders, plus (y) the maximum surcharge applicable to tolled vehicles without transponders during such period, which maximum surcharge is equal to (A) in the case of the Existing Midtown Tunnel, the Existing Downtown Tunnels and the New Midtown Tunnel, $3.18 for light and heavy vehicles during both peak and off-peak periods and (B) in the case of the New MLK Extension, (I) $2.00 for light and heavy non-tunnel users during both peak and off-peak periods and (II) $0.00 for light and heavy tunnel users during both peak and off-peak periods.

Toll Rate Adjustments Generally. Subject to the terms of the Comprehensive Agreement, the Company will have the right to change toll rates for each user classification at any time so long as (i) the toll rates charged do not exceed the applicable maximum transponder toll rate and maximum non-transponder toll rate for each user classification and (ii) the toll rates charged are rounded up to the next greatest hundredth of a dollar denomination ($0.01). The Company may, subject to certain conditions, adopt and implement discount programs and any other promotional incentives agreed upon in writing with VDOT in advance of the implementation of such programs or incentives for different classes or groups of Project users.

The Company must provide to VDOT at least 60 days prior notice of any planned toll rate adjustment (other than in connection with any temporary promotions, incentives or other discounts agreed to by the parties). Additionally, the Company must provide to the general public at least 45 days prior notice of any planned toll rate adjustments. If the Company desires to change, add to or delete any of the user classifications, the Company will apply to VDOT for permission to implement such change at least 75 days prior to the proposed effective date of such change. Such application must include the information specified in the Comprehensive Agreement. The Company’s application will be deemed granted without conditions unless within 30 days after receipt of a completed application VDOT advises the Company in writing that it has granted the Company’s application with conditions or denied the Company’s application. VDOT may deny an application or impose conditions in its reasonable discretion, including conditioning approval on adjustment of compensation for VDOT pursuant to the Comprehensive Agreement.

Permit Fee and Refinancing Gain

The Company will pay a permit fee based on Assigned Gross Revenues to VDOT in accordance with the Comprehensive Agreement (the “Permit Fee”), which Permit Fee is determined, in part, on the Company's cumulative gross revenues, which are the total amount of gross revenues from the Tolling and O&M Work Commencement Date of the New Midtown Tunnel up to the end of the most recent calendar year. The Company will calculate the Permit Fee following the end of each calendar year, commencing at the end of the calendar year in which the Company has begun tolling and operating the New Midtown Tunnel, and continuing for each calendar year until the end of the concession term. Generally, such Permit Fee is payable to VDOT in any given year to the extent the cumulative gross revenues of the Company exceed a certain threshold amount set forth in the Comprehensive Agreement with respect to the given year. The Company is not required to pay any Permit Fee until it is outperforming the Base Case Projections.

The Permit Fee following the end of each calendar year is equal to the sum of (calculated based on the five

bands for each applicable year and corresponding permit fee percentages (each, as applicable, a “Revenue Payment

35

Percentage”)) the amount of cumulative gross revenues above each of the applicable band floors and up to each of the applicable band ceilings (except with respect to the fifth band, which has no ceiling) set forth in the Comprehensive Agreement with respect to each year, multiplied by the applicable revenue payment percentage for the applicable band, less (i) any amounts paid to VDOT in previous calendar years and (ii) any deferred amounts. The revenue payment percentages set forth in the Comprehensive Agreement are 0% for band 1, 5% for band 2, 15% for band 3, 30% for band 4 and 60% for band 5.

If the above calculation results in Assigned Gross Revenues greater than zero, the Company will submit to

the Collateral Agent a deposit for such amount into the Assigned Gross Revenue Sharing Account not later than 120 days following the end of the applicable calendar year, and the Collateral Agent will be instructed to release to VDOT the balance of the Assigned Gross Revenue Sharing Account, unless the Company has elected to defer payment in accordance with the Comprehensive Agreement.

The Company has the option to defer payments owed to VDOT until the date of payment of the first equity

distribution, unless the Comprehensive Agreement is terminated for any reason, in which case the Collateral Agent must release to VDOT any such deferred amounts (plus interest thereon) on the effective date of termination. Similarly, at the end of the concession term, any Permit Fee owed to VDOT will be paid to VDOT as of the effective date of expiration of the term. In the event any calculation of the Permit Fee up to the end of any such deferral period results in Assigned Gross Revenues equal to less than zero, any amounts being held during such deferral will be released to the Company to a Project Account as may be permitted pursuant to the Project financing agreements. Any excess amount that was not released to the Company due to unavailability of such funds in such account will be a credit to be applied to the Permit Fee owed by the Company to VDOT in future years.

The Company will share with VDOT any refinancing gain resulting from a refinancing of the Project in

accordance with the calculation set forth in the Comprehensive Agreement, except that refinancing gains attributable to any refinancing which is planned by the Company and reflected in the Base Case Financial Model will not be subject to sharing with VDOT. The refinancing gain share will be a percentage of any refinancing gain, and will be derived from the changes in equity distributions projected to take place after the refinancing as compared with the equity distribution profile before the refinancing, all as set forth in the Comprehensive Agreement. If refinancing gain, as calculated in accordance with the Comprehensive Agreement, is greater than zero, the Company shall pay to VDOT, as a part of the refinancing gain share, an amount equal to 50% of any such refinancing gain.

VDOT may dispute the Company’s calculation of the Permit Fee or refinancing gain share using the

procedures set forth in the Comprehensive Agreement. The Company’s obligation to pay the Permit Fee and refinancing gain share will survive expiration of the term.

VDOT Funding

Adjustment of Public Funds Amount. The Comprehensive Agreement provides that on or before the Financial Close Date, VDOT will provide approximately $308,605,000 (the “Public Funds Amount”) to pay for certain Project Costs during the construction period. Towards funding such amount, approximately $350,000,000 has been deposited into a separate, designated trust account held by U.S. Bank National Association, in its capacity as trustee (the “GARVEE Trustee”), pursuant to the Master Trust Indenture, dated as of February 1, 2012, as supplemented by a First Supplemental Trust Indenture, dated as of February 1, 2012 (collectively, the “GARVEE Indenture”), each between the CTB and the GARVEE Trustee, entered into in connection with the issuance by the Commonwealth of its Federal Transportation Grant Anticipation Revenue Notes, Series 2012A (the “GARVEE Bonds”). A portion of the Public Funds Amount may also be sourced from funding allocated to the Hampton Roads District for the maintenance of the Existing Project Assets. The Comprehensive Agreement provides that the Public Funds Amount will be adjusted, upward or downward, based on (i) the movement, if any, in the benchmark interest rates between the Agreement Date and the Financial Close Date, (ii) the change in the TIFIA credit assistance amount between the Agreement Date and the Financial Close Date and (iii) the all-in cost of borrowing of funds to replace a decrease in the Benchmark TIFIA Credit Assistance Amount or a reduction in the all-in cost of borrowing of funds projected to be borrowed in the initial Base Case Financial Model, but replaced by funds available as a result of an increase in the Benchmark TIFIA Credit Assistance Amount. The Company and VDOT will adjust the initial Base Case Financial Model on the Financial Close Date to reflect the changes (if any) in the benchmark interest rates and the Benchmark TIFIA Credit Assistance Amount. If the amount of TIFIA credit assistance

36

available as of the Financial Close Date is lower than the Benchmark TIFIA Credit Assistance Amount, the Company is required to use commercially reasonable efforts to fund the shortfall amount by raising additional Company debt and Committed Investments pursuant to the initial Base Case Financial Model, and to the extent the Company is unable to raise additional Company debt and Committed Investments to fund the entire amount of the shortfall, the Public Funds Amount will be increased to fund such shortfall amount. Any interest earned in the account into which the Public Funds Amount is deposited will be available for disbursement to the Company.

Calculation of Adjustment in Public Funds Amount. VDOT and the Company will use the initial Base Case Financial Model, as so adjusted, to calculate the change, positive or negative, in the Public Funds Amount, and will apply such change using the following protocol: (1) adjust the initial Base Case Financial Model by updating the benchmark interest rates as of the Financial Close Date and calculating the adjustment to the Public Funds Amount such that the Equity IRR is equal to the Equity IRR in the initial Base Case Financial Model; and (2) thereafter, if the amount of TIFIA credit assistance is different compared to the Benchmark TIFIA Credit Assistance Amount, further adjust the initial Base Case Financial Model by (A) updating for the amount of Company debt that was expected to be issued if TIFIA credit assistance equal to the Benchmark TIFIA Credit Assistance Amount had been made available and observing the resulting Equity IRR (“Adjusted Initial Equity IRR”) and (B) further updating for the actual amounts of each type of Company debt and Committed Investments issued or committed at Financial Close and calculating the adjustment to the Public Funds Amount such that the Equity IRR is equal to the Adjusted Initial Equity IRR. In no event will a change in the Public Funds Amount result in an adjusted Public Funds Amount that is less than $312,000,000.

Termination for Excess Interest Rate and TIFIA Credit Assistance Fluctuation. If the adjustment in the benchmark interest rates and adjustment in the amount of TIFIA credit assistance results in the aggregate in an adjusted Public Funds Amount greater than $412,000,000, VDOT will have the right in its sole discretion to terminate the Comprehensive Agreement and the other Project agreements to which it is a party, unless the Company elects to assume the cost and expense of the portion of such adjustment in excess of $412,000,000, in which case VDOT will no longer have the right to terminate the Comprehensive Agreement. If the Company does not elect to assume such cost and expense and VDOT elects to terminate the Comprehensive Agreement, VDOT must provide written notice of termination to the Company, and such termination would be effective immediately upon delivery thereof, and VDOT is required to pay to the Company certain non-financial close termination amounts in accordance with the Comprehensive Agreement. See “FINANCING FOR THE PROJECT” below and APPENDIX B –”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Project Financing – VDOT Funding.”

Revenue Risk Related to Traffic Volume

Except for its specific obligations to the Company under the terms and conditions of the Comprehensive Agreement, VDOT will not have any risk or liability related to actual traffic volume and revenue, including but not limited to the risk that actual traffic volume is less than the traffic volume projected in the Base Case Financial Model.

Delay Events

In the event of the occurrence of a Delay Event under the Comprehensive Agreement, the Comprehensive Agreement provides that, subject to the notice requirements, submission of the necessary documentation and other requirements set forth therein, the Company will be excused from whatever performance is directly prevented or delayed by the Delay Event and, during the construction period, will be entitled to extension of key construction milestones and/or activities identified on the Project construction schedule based on a time impact analysis in accordance with the technical requirements set forth in the Comprehensive Agreement. The Company will only be entitled to such relief if such delay or its cause is not otherwise specifically dealt with in the Comprehensive Agreement, could not have been reasonably avoided by, was not caused by the negligence or misconduct of, or any act or omission in breach of the Comprehensive Agreement or other applicable Project agreements by, a Company Party. If the Company fails to deliver notice of a Delay Event within 30 days following the date on which the Company first became aware (or should have become aware using all reasonable due diligence) that an event has occurred that is or will become a Delay Event, the Company will be deemed to have irrevocably and forever waived and released any claim or right to extensions or any other relief with respect to such Delay Event pursuant to the

37

Comprehensive Agreement or any Project agreement. For a complete listing of the Delay Events, see APPENDIX A –”DEFINITIONS OF TERMS – Delay Events.”

Notwithstanding the occurrence of a Delay Event, under the Comprehensive Agreement the Company is required to continue its performance and observance of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and to use its reasonable efforts to minimize the effect and duration of the Delay Event. The occurrence of a Delay Event does not excuse the Company from timely payment of monetary obligations pursuant to the Comprehensive Agreement, compliance with law or the technical requirements set forth in the Comprehensive Agreement, except for temporary inability to comply with such technical requirements as a direct result of the Delay Event.

Compensation Events

In the event of the occurrence of a Compensation Event under the Comprehensive Agreement, the Comprehensive Agreement provides that, subject to the notice requirements, submission of the necessary documentation and other requirements set forth therein, the Company is entitled to certain compensation from VDOT. If the Company fails to deliver notice of a Compensation Event within the required period set forth in the Comprehensive Agreement, the Company will be deemed to have irrevocably and forever waived and released any claim or right to compensation or other adverse effects on gross revenue or on costs, expenses and liabilities attributable to such Compensation Event. For a complete listing of the Compensation Events, see APPENDIX A –”DEFINITIONS OF TERMS – Compensation Events.”

The compensation owed to the Company with respect to any Compensation Event will be based on the sum of (i) any adverse net cost impact and (ii) any adverse net revenue impact for each year during the concession term that there is such an impact attributable to such Compensation Event. The calculation of the Company’s compensation with respect to a Compensation Event will be based on the difference in the projected costs and revenues related to the Project immediately prior to the occurrence of such event and the projected costs and revenues related to the Project after taking into account the impact of such event. In addition, such compensation will be net of any net cost savings and positive net revenue impact attributable to the Compensation Event and all insurance proceeds payable (or that would have been payable but for the failure to comply with the insurance requirements set forth in Comprehensive Agreement) to the Company or its contractors in connection with such Compensation Event, and will, subject to certain conditions, include all costs of asserting a claim for such insurance proceeds and any increased insurance premium resulting from any such claim.

Certain Compensation Events will entitle the Company to recover only limited compensation as more specifically described in APPENDIX B –”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Compensation Events.”

Under the Comprehensive Agreement, VDOT may request that the Company use its commercially reasonable efforts to obtain funding from other sources for its damages attributable to the Compensation Events but the Company is not obligated to obtain such funding if it determines, in its reasonable discretion, that obtaining such funding would diminish the Project’s value. VDOT is required to provide the remaining funding, on terms and conditions mutually agreed by the parties, if the financing secured by the Company for such damages is for less than the full amount of the damages.

VDOT is required to make payments of compensation for any Compensation Event in amounts and at times that take into account the Company’s ability to have funds available to make required payments to third parties. If VDOT makes a lump sum payment or pays on any other schedule that differs from the projected timing of the damages, the payment amounts will reflect a determination of the present value of the damages at an agreed discount rate. Any payment to be made by VDOT as a result of a Compensation Event will be subject to the appropriation of such amount by the General Assembly of the Commonwealth. See “APPROPRIATIONS” and “RISK FACTORS.”

If the Company and VDOT are unable to agree on the amount of damages after the applicable time period has elapsed, then either party may terminate negotiations and request that the dispute be resolved in accordance with the dispute resolution procedures set forth in the Comprehensive Agreement.

38

As a condition to VDOT’s obligation to compensate the Company for any portion of its damages attributable to the Compensation Event, under the Comprehensive Agreement the Company is required to execute a full, unconditional, irrevocable release of any claims, losses or other rights to compensation or other monetary relief associated with such event, subject to the Company's rights under the Comprehensive Agreement with respect to Delay Events and the Company's right to terminate the Comprehensive Agreement in accordance therewith and to receive any applicable termination compensation.

Disposition of Gross Revenues

Pursuant to the Comprehensive Agreement, the Company is required to first use gross revenues from the Project to pay all due and payable operations and maintenance costs, including all amounts due to VDOT pursuant to the Comprehensive Agreement (which amounts will be paid on a pari passu basis with all other operations and maintenance costs), before using such funds for other purposes, including payments to holders of Senior Obligations. In addition, the Company is not permitted to use gross revenues to make any distributions to the Equity Participants or to pay any amounts due under certain affiliate contracts that have not been approved by VDOT unless it first pays all undisputed amounts due to VDOT under the Comprehensive Agreement, all current and delinquent operating and maintenance costs and major maintenance costs, all current and delinquent debt service and other current and delinquent amounts due under any Company debt, all currently due and payable or delinquent taxes affecting the Project, and all current and delinquent funding of reserves.

Changes to the Work

Under the Comprehensive Agreement, VDOT has the right at any time to authorize and/or to require, pursuant to a change order and following the procedure set forth in the Comprehensive Agreement, changes in the work required to be performed by the Company or the technical requirements set forth in the Comprehensive Agreement, but VDOT may not require any change that is not in compliance with law, would contravene an existing governmental approval that cannot be corrected with the issuance of a revised approval, would cause an insurable risk to become uninsurable or would give rise to a material and adverse health and safety issue. A change in the technical requirements affecting the design and construction work during the performance thereof (including changes in the standards applicable thereto) required or authorized by VDOT will also constitute a VDOT Change. The Company is entitled to claim a scope change due to a Compensation Event to compensate it for the effects of the development and implementation of any VDOT Change, as well as to adjust the construction deadlines. If VDOT and the Company disagree as to whether a change to the work proposed by VDOT constitutes a VDOT Change or agree that VDOT’s proposed work constitutes a VDOT Change but are unable to agree on the corresponding change order, VDOT has the right under the Comprehensive Agreement to issue a directive letter to the Company directing it to perform the work in question and the Company is obligated to proceed with such work. In such circumstances, VDOT is required to make monthly payments to the Company for such work on a force account basis, subject to subsequent adjustment through the dispute resolution procedures set forth in the Comprehensive Agreement. The Company may also request that VDOT approve a material deviation from the technical requirements set forth in the Comprehensive Agreement, which VDOT may approve or disapprove at its sole discretion. The Company will be solely responsible for any impacts resulting from the implementation of a deviation that has been approved by VDOT, including any increased costs, loss of revenues or schedule delays.

Performance Security

The Company is required under the Comprehensive Agreement to cause each of the Equity Participants to provide a letter of credit securing its obligation to provide its capital contribution to the Company, and the Project financing agreements must grant VDOT the right, subject to the rights of the Secured Parties described in “SECURITY –Direct Agreements and Consent and Agreements,” to direct the Collateral Agent to draw upon the applicable letter of credit if the equity is not otherwise provided in the amounts and at the times required. The Comprehensive Agreement also requires the Company to require the Design Build Contractor to provide a letter of credit and a parent company guarantee, each naming VDOT as a permitted assignee or transferee beneficiary, as applicable, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Design Build Contract. See “THE PRINCIPAL PROJECT AGREEMENTS —The Design

39

Build Contract —Performance Security” and APPENDIX D —”SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT.” In addition, the Comprehensive Agreement provides that, if and to the extent required by the Project financing agreements, the Company is obligated to require its contractors providing operation and maintenance services to furnish performance security with respect to any Project Enhancements and major maintenance during the concession term, and such security must also name VDOT as a permitted assignee or transferee beneficiary, as applicable, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the applicable contract.

Non-Compliance Points

The Comprehensive Agreement contains a regime pursuant to which “non-compliance points” are assessed against the Company beginning two years following the Final Completion Date based on a representational list of performance shortfalls identified in the Comprehensive Agreement. The Company has the benefit of certain cure periods depending on the classification of the performance shortfall and has the right to dispute the assessment of non-compliance points, first by discussion with VDOT and then through the applicable dispute resolution procedures. If the Company (i) is assessed non-compliance points equal to or greater than 40% of the total number of such points specified in the Comprehensive Agreement in any consecutive 365-day period or (ii) maintains non-compliance points in respect of uncured performance shortfalls equal to or greater than 20% of the total number of such points specified in the Comprehensive Agreement at any time, VDOT may increase the level of monitoring of the Project for not less than 90 days and the Company is obligated to compensate VDOT for its costs due to such increased oversight. In addition, the Comprehensive Agreement provides that, if the Company (x) accumulates non-compliance points equal to or greater than 60% of the total number of such points set forth in the Comprehensive Agreement in any consecutive 365-day period or (y) continues to have non-compliance points for uncured performance shortfalls equal to or greater than 30% of the total number of such points set forth in the Comprehensive Agreement at any time, VDOT may require the Company to prepare a performance improvement plan for its approval. The Company is required to diligently implement the approved performance improvement plan in accordance with the schedule set forth therein.

Hazardous Substances

The Company will be responsible for the management, treatment, handling, storage, monitoring, remediation, removal, transport and/or disposal of any hazardous substances the presence of which constitutes a Hazardous Environmental Condition under the terms of the Comprehensive Agreement that are discovered on, in or under the Project Right of Way on which the Company's work is performed during the applicable period set forth in the Comprehensive Agreement. If the Company encounters any such Hazardous Environmental Condition following certain dates set forth in the Comprehensive Agreement with respect to each Project Asset, then the Company will promptly notify VDOT and, subject to VDOT’s inspection rights, either proceed with remedial actions in accordance with (i) the Company’s environmental management plan, in the case of known pre-existing hazardous substances, or (ii) a new remedial action plan, in the case of all other Hazardous Environmental Conditions in connection with which remedial actions are required to be taken by the Company pursuant to the terms of the Comprehensive Agreement. The Company is required to obtain all governmental approvals relating to remedial actions and will be solely responsible for compliance with such governmental approvals and applicable environmental laws concerning or relating to hazardous substances. Subject to the following sentence, the Company will bear all costs and expenses of preparing, carrying out and complying with any remedial action plan, of complying with law and obtaining and complying with any governmental approvals relating to hazardous substances. VDOT will reimburse the Company for the Company’s allocable costs for remedial actions with respect to any unknown pre-existing hazardous substances the presence of which constitutes a Hazardous Environmental Condition under the terms of the Comprehensive Agreement. Any payment required to be made by VDOT for such remedial actions will be subject to the appropriation of such amount by the General Assembly of the Commonwealth. See “APPROPRIATIONS” and “RISK FACTORS.”

The Company also is required to indemnify, protect, defend, and hold harmless and release the State

Indemnitees from and against all third-party claims, subject to certain limitations set forth in the Comprehensive Agreement, to the extent caused by (i) hazardous substances brought by a Company Party onto the Project Right of

40

Way, (ii) failure of any Company Party to comply with any requirement of the Comprehensive Agreement or any other Project agreement relating to hazardous substances or applicable environmental laws and governmental approvals or (iii) the exacerbation, release, spreading, migration or toxicity of hazardous substances due to the negligence, recklessness, or willful misconduct of a Company Party.

Reserved Rights The reserved rights are VDOT’s rights to develop and pursue activities that are ancillary or collateral to the

use or operation of the Project and Project Right of Way and the collection and use of toll revenues, in each case as provided in the Comprehensive Agreement. Unless an exercise of reserved rights constitutes a Delay Event or Compensation Event, in which case the Company is entitled to claim schedule and/or compensation relief, VDOT may, at any time at its sole cost and expense, exercise its reserved rights for any public purpose without any financial participation whatsoever by the Company. VDOT reserves to itself all ownership, development, maintenance, repair, replacement, operation, use and enjoyment of, and access to, the reserved rights.

Termination Rights

Termination upon Expiration of Term. Unless earlier terminated in accordance with the terms of the Comprehensive Agreement, all the rights and obligations of the parties under the Comprehensive Agreement will terminate on the last day of the term.

Company Default. The Comprehensive Agreement provides for a number of defaults by the Company, subject, in certain cases, to cure periods and limitations specified therein. Such defaults include, without limitation, (i) any representation or warranty made by the Company in the Comprehensive Agreement or in any other Project agreement is false or misleading in any respect on the date made and results in a material adverse effect upon the Project or VDOT’s rights or obligations under the Project agreements and continues without cure for 90 days following VDOT's delivery to the Company of notice thereof, (ii) the Company fails to comply with or perform any material obligation or condition in the Comprehensive Agreement or any other Project agreement to which VDOT and the Company are parties, the failure materially adversely affects VDOT’s rights or obligations under the Project agreements and continues without cure for 90 days following VDOT's delivery to the Company of notice thereof or, subject to certain conditions, for such longer period as may be reasonably necessary to cure such failure (up to a maximum cure period of 180 days); (iii) failure to make any undisputed payment to VDOT when due pursuant to the Comprehensive Agreement or other Project agreements to which each of VDOT and the Company is a party, which failure materially and adversely affects VDOT's interest in the Project, or failure to deposit funds to any reserve or account in the amount and within the time period required by the Comprehensive Agreement, and such failures continue without cure for 30 days following VDOT's delivery to the Company of notice thereof, (iv) except for closures specifically permitted in the Comprehensive Agreement, closure of all or part of a Project Asset to traffic for more than 10 days following VDOT's delivery to the Company of notice thereof after the tolling of such Project Asset commenced pursuant to the Comprehensive Agreement, (v) failure to achieve Substantial Completion of all Project Assets by the Long Stop Date, (vi) failure to commence the operation and maintenance work for the Project Asset within 30 days following VDOT’s issuance of the corresponding notice to proceed, and such failure continues without cure for 30 days following VDOT's delivery to the Company of notice thereof, (vii) failure to maintain in effect insurance or performance security in accordance with the requirements of the Comprehensive Agreement, and such failure continues without cure for 10 days following VDOT's delivery to the Company of notice thereof, (viii) the transfer of the Company’s Interest in the Project, or a change in control, that is in contravention of the Comprehensive Agreement, or (ix) failure to deliver to VDOT the performance improvement plan meeting the requirements set forth in the Comprehensive Agreement, and such failure continues without cure for 30 days following VDOT's delivery to the Company of notice thereof, or failure to reduce the number of accumulated non-compliance points below the level in effect prior to the implementation of the approved performance improvement plan within the time period set forth in the Comprehensive Agreement. If a default by the Company occurs and is continuing, VDOT is entitled, subject to certain additional conditions, including the rights of the Secured Parties under the lenders’ direct agreement to be executed by VDOT, to exercise certain remedies, including the right to terminate the Comprehensive Agreement and other Project agreements to which VDOT and the Company are both parties and repossess the Project. See APPENDIX B –”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT –Defaults and Remedies –”Company Defaults” for a list of all Company Defaults.

41

If VDOT terminates the Comprehensive Agreement for a Company Default, it is required to pay to the Company certain termination compensation amounts (as described below, the “Company Default Termination Amount”). If such termination occurs prior to the Substantial Completion Date for the last Project Asset to achieve Substantial Completion, such Company Default Termination Amount will be the lesser of (i) the value of completed work, which is equal to $1,470,351,745, as may be adjusted to take into account the direct construction costs for change order performance, less the estimated cost to complete all work required for all the Project Assets to achieve Substantial Completion, less VDOT’s estimated costs to retender the Comprehensive Agreement, less Public Funds Amounts contributed to the Project, less net toll revenues received prior to the termination and (ii) 80% of the Company’s outstanding debt relating to the Project. If such termination occurs after such date, such Company Default Termination Amount will be the lesser of (i) the fair market value of the Company’s Interest in the Project, determined according to the appraisal procedures set forth in the Comprehensive Agreement, and (ii) 100% of the Company’s outstanding debt relating to the Project. Any such termination compensation will be reduced by credit balances subject to limited exceptions, unpaid and/or accrued default interest, breakage costs, non-reimbursable Company Damages subject to certain exceptions, and the costs incurred by VDOT in terminating the Comprehensive Agreement due to the Company Default. Furthermore, the amount of any termination compensation is subject to reduction and offset for damages due to VDOT arising from a default by the Company pursuant to the Comprehensive Agreement. Any payment of such termination compensation to be made by VDOT will be subject to the appropriation of such amount by the General Assembly of the Commonwealth. See “APPROPRIATIONS” and “RISK FACTORS.” VDOT Default. The Company may terminate the Comprehensive Agreement and other Project agreements to which VDOT and the Company are both parties for the following defaults, subject to the applicable cure periods and limitations specified therein, (i) misleading or false representation or warranty made by VDOT resulting in a material adverse effect upon the Project or the Company’s rights and obligations under the Project agreements and (ii) failure to comply with any material term of the Comprehensive Agreement or any other Project agreement to which VDOT is a party, including failure to pay undisputed amounts that materially adversely affects the Company’s Interest in the Project. If VDOT’s failure constitutes a Delay Event or Compensation Event, the Company’s sole recourse is the remedy provided in the Comprehensive Agreement for such events. If the Company elects to terminate the Comprehensive Agreement following a VDOT Default, VDOT will, subject to certain conditions, be entitled to further cure such default by providing the Company with a written work plan in accordance with the Comprehensive Agreement, which work plan will be subject to the Company's written approval (not to be unreasonably withheld, conditioned or delayed). If VDOT fails to provide such work plan or fails to comply in any material respect with such work plan approved by the Company and failure with respect to compliance continues without cure for 60 days following VDOT's receipt of notice thereof, the Company may terminate the Comprehensive Agreement in accordance therewith. See APPENDIX B –”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT –Defaults and Remedies –”VDOT Defaults.”

If the Comprehensive Agreement is terminated due to a VDOT Default, VDOT is required to pay to the Company certain termination compensation amounts (as described below, the “VDOT Default Termination Amount”). If such termination occurs during the period commencing on the Financial Close Date to the end of the Lock-Up Period, VDOT is required to pay to the Company the aggregate of (i) 100% of the Company’s outstanding Project debt, (ii) reasonable demobilization costs and (iii) the greater of (A) the Company’s equity value as of the date of payment of the termination compensation and (B) an amount that, when added to the distributions actually received by the Company’s Equity Participants until the date of such payment, is sufficient to yield the cash on cash Internal Rate of Return calculated in the Base Case Financial Model on aggregate amounts paid by such Equity Participants to the Company in the form of capital contributions or shareholder loans until the date of payment of the termination compensation. Following the Lock-Up Period, such compensation will be the greater of 100% of the Company’s outstanding Project debt and the fair market value of the Company’s Interest in the Project, determined according to the appraisal procedures set forth in the Comprehensive Agreement. Any such termination compensation will be reduced by credit balances, subject to limited exceptions. Any payment of such termination compensation to be made by VDOT will be subject to the appropriation of such amount by the General Assembly of the Commonwealth. See “APPROPRIATIONS” and “RISK FACTORS.” Termination for Significant Force Majeure Event. The Company may elect to terminate the Comprehensive Agreement if a Significant Force Majeure Event occurs unless, within 14 days after the Company’s notice to terminate, VDOT elects to treat the Significant Force Majeure Event as a Compensation Event. VDOT

42

may also elect to terminate the Comprehensive Agreement if a Significant Force Majeure Event occurs unless the Company elects within 60 days after such occurrence to restore any damage at its sole cost and expense and prepares a restoration plan acceptable to VDOT. If the Comprehensive Agreement is terminated for a Significant Force Majeure Event, VDOT is required to pay to the Company certain termination compensation amounts (the “Significant Force Majeure Termination Amount”) consisting of the aggregate of (i) 100% of the Company’s outstanding Project debt, (ii) all amounts at par paid by the Company’s Equity Participants in the form of capital contributions or shareholder loans until the termination date, less any amounts actually received by such Equity Participants from the Company as distributions or payment of principal and interest for such loans, (iii) all demobilization costs, and (iv) less credit balances and proceeds of insurance required to be carried pursuant to the Comprehensive Agreement. Any payment of such termination compensation to be made by VDOT will be subject to the appropriation of such amount by the General Assembly of the Commonwealth. See “APPROPRIATIONS” and “RISK FACTORS.” Termination for Convenience. VDOT has the right to terminate the Comprehensive Agreement and other Project agreements to which it and the Company are both parties at any time if it determines, in its sole discretion that such termination would be in VDOT's best interests. If VDOT elects to terminate the Comprehensive Agreement for convenience, it is required to pay to the Company the termination compensation calculated in the same manner as the VDOT Default Termination Amount payable to the Company due to a termination of the Comprehensive Agreement for a VDOT Default (the “VDOT Convenience Termination Amount”). Any payment of such termination compensation to be made by VDOT will be subject to the appropriation of such amount by the General Assembly of the Commonwealth. See “APPROPRIATIONS” and “RISK FACTORS.”

Transfer Restrictions

During the Lock-Up Period, without VDOT’s approval, the Company has no right to Transfer the Company’s Interest in the Project or any portion thereof or permit any person to Transfer 50% or more of any direct or indirect ownership interest in the Company, grant any security interest, lien or other encumbrance over such ownership interest or enter into any agreement in respect of any such ownership interests in the Company or any votes relating to such interests or enter into any agreement related thereto (other than customary partnership or organizational agreements among the Equity Participants as of the Agreement Date solely with respect to the governance and management of the Company), except (i) to the Collateral Agent or the Trustee as permitted under the Project financing agreements, (ii) as permitted under the lenders’ direct agreement or (iii) certain changes in control that are carved out of the change in control definition as specified in the Comprehensive Agreement. Following the Lock-Up Period, the Company will not be permitted to Transfer the Company’s Interest in the Project or any portion thereof unless VDOT has approved the transferee (except for the Collateral Agent or a transferee permitted under the lenders’ direct agreement) in accordance with the Comprehensive Agreement and such transferee has assumed in writing all of the Company’s obligations under the Comprehensive Agreement as reasonably satisfactory to VDOT. CA Amendment VDOT and the Company amended the Comprehensive Agreement as of March 21, 2012 pursuant to which they have agreed (i) to collaborate with each other to explore strategies for postponing the commencement of the imposition, collection and enforcement of tolls on the Existing Project Assets in a manner that preserves the Company’s financial position and availability of funds to pay for construction and (ii) that VDOT will have the right, by delivering to the Company a notice at least 45 days in advance, to postpone the commencement of the imposition, collection and enforcement of tolls on the Existing Project Assets until such date as directed by VDOT, which date may be any date prior to the date on which the Company has achieved Substantial Completion of the New Project Assets. The CA Amendment provides, however, that such right may be exercised only to the extent that funds for the payment of Tolling Deferral Damages to compensate for lost revenues resulting from such postponement have been authorized or appropriated by the General Assembly and allocated by the CTB. The calculation of net revenue impact included in Tolling Deferral Damages payable as a result of VDOT’s exercise of such right will be based on the toll revenue projections included in the Base Case Financial Model and other incidental charges that would have been collected during the period from the date on which such tolling would have occurred but for the postponement to the actual date on which tolling occurs. Such payment by VDOT will be paid

43

in such manner as agreed upon by the parties in writing or as may be determined through the dispute resolution procedures set forth in the Comprehensive Agreement; provided that: (i) in the case of any lump sum payment of the Tolling Deferral Damages or any other payment schedule that differs from the projected timing of the Tolling Deferral Damages, the present value of the Tolling Deferral Damages will be determined using the then appropriate risk adjusted discount rate(s), as agreed between VDOT and the Company; and (ii) the amount and timing of payment of Tolling Deferral Damages will take into account the ability of the Company to obtain funding in relation to such Tolling Deferral Damages in accordance with the Comprehensive Agreement and will take into account the ability of the Company to have available funds at such times as the Company is required to make payments to third parties in respect of any Tolling Deferral Damages. See “RECENT DEVELOPMENTS,” “THE PROJECT—Construction and Rehabilitation of the Project Assets” and “APPROPRIATIONS.” For a more detailed summary of the principal provisions of the Comprehensive Agreement, see APPENDIX B –”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT.” The Design Build Contract

The Company and the Design Build Contractor have entered into the Design Build Contract, pursuant to which, subject to certain exceptions, all of the Company’s obligations under the Comprehensive Agreement with respect to the design, rehabilitation and construction of the Project will be undertaken by the Design Build Contractor on a lump-sum, fixed-price, turnkey basis. Skanska USA Civil Southeast Inc., Kiewit Infrastructure Co. and Weeks Marine, Inc., as the members of the Design Build Contractor, are jointly and severally liable for the obligations of the Design Build Contractor under the Design Build Contract.

Scope of Work

The scope of DB Work of the Design Build Contractor under the Design Build Contract includes fulfilling all of the Company’s obligations under the Comprehensive Agreement to design, rehabilitate, construct, commission and complete the Project, other than certain work relating to the design and construction of the tolling components of the Project that is to be undertaken by the Tolling Contractor pursuant to the Tolling Contract. The DB Work includes the provision of all materials, equipment and labor to perform the DB Work reasonably inferable from the Design Build Contract, as well as all Project Right of Way acquisition work and relocation of utilities necessary for the construction of the Project. The Design Build Contractor is required to perform the DB Work in accordance with the Design Build Contract, the Comprehensive Agreement and the other DB Contract Documents, the Standard of Care, applicable law and standards, governmental approvals, good industry practice and the requirements of the applicable insurance policies required to be maintained under the Design Build Contract, and the portion of the Project included in the DB Work is required to be constructed and erected in a good and workmanlike manner.

Back-to-Back Relief Provisions

Under the Design Build Contract, subject to certain exceptions (including with respect to Company-Caused Delays), the Design Build Contractor is only entitled to relief or compensation in the event and only to the extent that the Company actually receives the corresponding relief or compensation under the Comprehensive Agreement. If the parties are unable to agree on the amount and other terms of a claim to be presented by the Company to VDOT under the Comprehensive Agreement, the Company agreed in the Design Build Contract, if the Design Build Contractor so directs, to enforce its rights and remedies under the Comprehensive Agreement that relate to the DB Work in the same manner and with the same diligence as the Company would assert its own claims. In addition, if the Comprehensive Agreement or VDOT so permits, the Design Build Contractor may participate directly in dispute resolution procedures under the Comprehensive Agreement regarding the DB Work or the Design Build Contractor’s performance of the Company’s obligations for which it is responsible, and control the advancement of claims and assertion of defenses in the resolution of disputes under the Comprehensive Agreement regarding the DB Work. The Design Build Contractor is required to indemnify the Company for costs, expenses, losses and claims

44

incurred or suffered in connection with the Company's assertion of claims on behalf of the Design Build Contractor or resulting from the Design Build Contractor’s participation in or control of dispute resolution procedures under the Comprehensive Agreement.

Schedule of Performance

The Design Build Contractor is required to complete the DB Work by specified deadlines, subject only to extensions of time arising from (i) Delays Events, but only to the extent actually granted to the Company under the Comprehensive Agreement, (ii) Company-Caused Delays, subject to the limitations set forth in the Design Build Contract or (iii) any other circumstances expressly set forth in the Design Build Contract that extend the DB Work milestones, in each case in accordance with the Design Build Contract. The schedule of the DB Work under the Design Build Contract is designed such that the Company’s corresponding obligations in the Comprehensive Agreement will be completed on or before the times required in the Comprehensive Agreement.

Site Conditions

Subject to certain exceptions specified in the Design Build Contract, the Design Build Contractor bears the risk of all conditions occurring on, under or about the Project Right of Way on which the DB Work is performed.

Contract Price

The lump-sum, fixed-price payable to the Design Build Contractor by the Company for the performance of the DB Work under the Design Build Contract, and all costs incurred in connection therewith, is $1,460,130,000, but may be further adjusted from time to time in accordance with the Design Build Contract (the “Contract Price”). The current adjusted price is $1,468,460,000 and will remain at this level if the Financial Close Date occurs prior to May 1, 2012. A portion of the Contract Price is to be paid from the Public Funds Amount the Company receives from VDOT under the Comprehensive Agreement, subject to the compliance by the Design Build Contractor with the requirements for the receipt of such funds specified in the Design Build Contract and the actual receipt of such funds by the Company under the Comprehensive Agreement. Under the Design Build Contract, the Design Build Contractor agreed that any failure by the Company to pay that portion of the Contract Price due to the Design Build Contractor under the Design Build Contract that was to be paid with the proceeds of the Public Funds Amount will not constitute a breach or default by the Company under the Design Build Contract to the extent resulting from the failure by VDOT to make the Public Funds Amount available at the time and in the amounts set forth in the Comprehensive Agreement. However, the Design Build Contractor has the right under the Design Build Contract to assert that a Delay Event has occurred under the Design Build Contract and suspend the applicable portion of the DB Work until payment of the Public Funds Amount is made but (i) solely to the extent such relief is available to the Company under the Comprehensive Agreement and (ii) unless such failure by VDOT to make the Public Funds Amount available to the Company under the Comprehensive Agreement is attributable to a breach by the Design Build Contractor of its obligations under the Design Build Contract. The Company agreed in the Design Build Contract to pursue all rights it may have under the Comprehensive Agreement as a result of such VDOT failure and to provide the Design Build Contractor with the benefit of any relief obtained by the Company thereunder.

Under the Design Build Contract, the Company may elect to require the Design Build Contractor to undertake certain additional work (including additional work VDOT requires the Company to undertake pursuant to the Comprehensive Agreement), in which case the Contract Price would be adjusted in accordance with the Design Build Contract.

Payments by the Company to the Design Build Contractor are to be made in monthly installments based on performance of elements of the DB Work specified on a payment and values schedule (other than the mobilization payment payable at the time specified in the payment and value schedule), subject to the applicable maximum cumulative drawdown schedules for each Project Asset, as well as compliance by the Design Build Contractor with the conditions for payment specified in the Design Build Contract.

45


Guaranties. The Design Build Contractor has provided to the Company, on the date of signing of the Design Build Contract, separate guaranties from Skanska AB and Kiewit Infrastructure Group Inc., the parent companies of two of the joint venture members of the Design Build Contractor, each guaranteeing all of the Design Build Contractor’s obligations under the Design Build Contract. As required by the Design Build Contract and the Comprehensive Agreement, each guaranty names VDOT a permitted assignee, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Design Build Contract.

Letters of Credit. Pursuant to the terms of the Design Build Contract, the Design Build Contractor is obligated to deliver to the Company, on Financial Close Date, one or more letters of credit issued by an LC Qualified Issuer in an aggregate amount equal to six percent (6%) of the Contract Price under the Design Build Contract as additional security for the Design Build Contractor’s performance of its obligations under the Design Build Contract. As required by the Design Build Contract and the Comprehensive Agreement, the letters of credit name VDOT a transferee beneficiary, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Design Build Contract. Upon achievement of substantial completion of the last Project Asset to achieve substantial completion under the Design Build Contract, the Design Build Contractor may reduce the aggregate amount of the letters of credit to one percent (1%) of the Contract Price under the Design Build Contract as of the date of such substantial completion plus 150% of the projected cost to achieve DB Final Completion, and upon achievement of DB Final Completion, may further reduce it to one percent (1%) of the Contract Price under the Design Build Contract. Such reduced letters of credit must remain in effect until the end of the warranty period for each applicable Project Asset. However, if certain warranty claims remain unresolved, such reduced letters of credit must remain in effect through the date of resolution of such warranty claims in an amount equal to 150% of the total amount of such outstanding claims as determined by the Company in good faith.

The Design Build Contractor agrees that if requested by the Company, the Design Build Contractor shall use commercially reasonable efforts to increase the aggregate amount of the letters of credit by an amount equal to 6% of the aggregate increase in the Contract Price that exceeds $20,000,000 or any whole multiple thereof, but if the scope change results from the issuance by VDOT of a directive letter pursuant to the Comprehensive Agreement, then the obligation to increase the letters of credit will be subject to the costs incurred by the Design Build Contractor to effect such increase being reimbursable under the Comprehensive Agreement.

Liquidated Damages

Comprehensive Agreement Delay Liquidated Damages. To the extent that the Company is obligated to pay liquidated damages to VDOT under the Comprehensive Agreement as a result of the Design Build Contractor’s failure to achieve substantial completion and/or final acceptance of each Project Asset by the applicable deadline therefor as specified in the Design Build Contract (and, in certain instances as provided in the Design Build Contract, if substantial completion is not achieved by such date even if the applicable deadline is extended as a result of a Delay Event), the Design Build Contractor will be obligated to pay to the Company such liquidated damages.

Additional Delay Liquidated Damages. If the Design Build Contractor fails to achieve substantial completion of each New Project Asset by the applicable deadline therefor as specified in the Design Build Contract (and, in certain instances as provided in the Design Build Contract, if substantial completion is not achieved by such date even if the applicable deadline is extended as a result of a Delay Event), the Design Build Contractor is also be obligated to pay to the Company the following amounts as liquidated damages: (i) $27,893 for each day that substantial completion of the New Midtown Tunnel extends beyond the deadline therefor specified in the Design Build Contract and (ii) $17,329 for each day that substantial completion of the New MLK Extension extends beyond the deadline therefor specified in the Design Build Contract.

Liquidated Damages for Certain Closures of Project Assets. If the Design Build Contractor closes the Existing Midtown Tunnel or any of the Existing Downtown Tunnels except as permitted in the Design Build Contract or if following any closure, the Design Build Contractor fails to re-open the lanes to traffic at the time specified in the Design Build Contract, the Design Build Contractor is obligated to pay to the Company certain

46

specified amounts as liquidated damages. In addition, if the Design Build Contractor closes all or part of a Project Asset when correcting, repairing or replacing deficient DB Work and/or rectifying a DB Defect or a Latent Defect pursuant to the Design Build Contract, the Design Build Contractor is also obligated to pay to the Company certain specified amounts as liquidated damages.

Notwithstanding any extension of a scheduled substantial completion date or a scheduled final acceptance date as a result of a Delay Event, a Delay Event shall not excuse the Design Build Contractor’s obligation to pay liquidated damages under the Design Build Contract with respect to a failure to achieve substantial completion or final acceptance that would have been payable had the scheduled substantial completion date not been extended. The Design Build Contractor shall be relieved from the obligation to pay such liquidated damages only if a scheduled substantial completion date or a scheduled final acceptance date is extended under the Design Build Contract due to a Compensation Event or a Company-Caused Delay.

The aggregate amount of liquidated damages payable by the Design Build Contractor under the Design Build Contract is limited to 10% of the Contract Price under the Design Build Contract. In addition, the amounts of liquidated damages assessed under the Design Build Contract will be reduced by any amount that the Company receives for business interruption or as delayed start-up insurance proceeds.

Warranties

The Design Build Contractor warrants to the Company that (i) all DB Work, including the related design of the Project (other than those items expressly excluded from the scope of the DB Work as set forth in the Design Build Contract), will satisfy the requirements of the Design Build Contract, the Comprehensive Agreement and the technical requirements, (ii) all DB Work will be complete, conform to good industry practice and be new unless otherwise specified in the technical requirements or elsewhere in the Design Build Contract, of good quality and free of defects in materials and workmanship and (iii) the final as-built drawings and construction documentation will be accurate and complete, comply with the requirements of the Design Build Contract and the Comprehensive Agreement, including the technical requirements, and accurately reflect the condition of the Project as of DB Final Completion. These warranties for DB Work relating to any Project Asset will be in effect for a period of one year after the date on which the applicable Project Asset achieves substantial completion pursuant to the Design Build Contract, subject to the extension for an additional one-year period from the date of repair or replacement of any DB Work that was repaired or replaced during the initial warranty period.

Subject to other remedies available to the Company as specified in the Design Build Contract, the Design Build Contractor is required, at its sole expense, upon demand by the Company (or VDOT to the extent permitted by the Comprehensive Agreement), to (i) until the end of the applicable warranty period, repair or replace the deficient DB Work and/or rectify a DB Defect if any DB Work is found not to be in accordance with the requirements of the Design Build Contract or if there is otherwise any DB Defect and (ii) rectify any Latent Defect in a Project Asset if such Latent Defect is discovered within the period of 60 months following the final acceptance of such Project Asset under the Design Build Contract (unless the applicable statute of limitation precludes a claim at such time), in each case, in accordance with the Design Build Contract.

Indemnity

Indemnities by the Design Build Contractor. Pursuant to the terms of the Design Build Contract, the Design Build Contractor is required to indemnify, defend, and hold harmless the Company, the State Indemnitees, the lenders, the lenders’ technical advisor, each of their subsidiaries and Affiliates and the directors, officers, agents, employees and successors against any losses actually suffered or incurred (except to the extent such losses are solely caused by the misconduct, negligence or other culpable act, error or omission of another such indemnitee) due to third-party claims that are, directly or indirectly, based upon, among other things, (A) any actual or alleged (i) failure by the Design Build Contractor to comply with the DB Contract Documents, (ii) misconduct, negligence or other culpable act, error or omission of a DB Contractor Party in connection with the Project, (iii) patent or copyright infringement or other similar misuse by a DB Contractor Party of the protected Project information, (iv) claim related to the acquisition of the Project Right of Way or other property acquired by the Design Build Contractor in connection with the DB Work or (B) nonpayment of amounts due as a result of furnishing materials to

47

the Design Build Contractor or any subcontractor in connection with the DB Work to the extent the Company has paid the Design Build Contractor all undisputed amounts then due and payable under the Design Build Contract. In addition, the Design Build Contractor is also required to indemnify, protect, defend, and hold harmless and release the same indemnitees against all third-party claims, subject to certain limitations set forth in the Design Build Contract, to the extent caused by (i) hazardous substances brought by a DB Contractor Party onto the Project Right of Way, (ii) failure of a DB Contractor Party to comply with any requirement of the DB Contract Documents relating to hazardous substances or applicable environmental laws and governmental approvals or (iii) the exacerbation, release, spreading, migration, or toxicity of hazardous substances due to the negligence, recklessness, or willful misconduct of a DB Contractor Party. Indemnities by the Company. Under the Design Build Contract, the Company must indemnify, defend, and hold harmless the Design Build Contractor from and against any losses actually suffered or incurred by the Design Build Contractor (except to the extent solely caused by the misconduct, negligence or other culpable act, error or omission of the Design Build Contractor) due to third-party claims that are based upon any actual or alleged failure by the Company to comply with the terms or conditions of the Design Build Contract.

Limitation of Liability

The total liability of the Design Build Contractor under the Design Build Contract, including liquidated damages paid thereunder, is limited to 45% of the Contract Price under the Design Build Contract. Such limitation does not apply to the proceeds of insurance under the owner controlled insurance program, liabilities arising from gross negligence, willful misconduct or actual fraud of the Design Build Contractor or its abandonment of the DB Work, or the Design Build Contractor’s indemnity obligations under the Design Build Contract.

Suspension Rights

Design Build Contractor Right to Suspend. Subject to the terms and conditions of the Design Build Contract, if the Company fails to pay any undisputed portion of the scheduled payment to the Design Build Contractor when due for 10 days following the date the Design Build Contractor delivers to the Company written notice thereof (which notice will be waived if law precludes the giving of notice), the Design Build Contractor may suspend all or any part of the DB Work upon expiration of such 10-day period. Company Right to Suspend. Under the Design Build Contract, the Company may elect to suspend all or a part of the DB Work upon 10 days’ prior written notice to the Design Build Contractor (or as circumstances may permit in emergency situations). In the event of such suspension, the Design Build Contractor is entitled to make a claim for a scope change order due to a Company-Caused Delay under the terms of the Design Build Contract for schedule and/or price relief in accordance with the terms of the Design Build Contract. If the entire DB Work is suspended for a period of 365 consecutive days, the Design Build Contractor may terminate the Design Build Contract upon written notice to the Company. In addition, the Company will suspend the DB Work if VDOT suspends the same under the Comprehensive Agreement, subject to the Design Build Contractor’s right to direct the Company in accordance with the terms of the Design Build Contract to dispute such VDOT suspension order.

Termination Rights

Design Build Contractor Default. The Design Build Contract provides for a number of defaults by the Design Build Contractor, subject to applicable cure periods, if any, and other limitations specified therein. Design Build Contractor defaults include, without limitation, (i) failure to make payment of undisputed sums to the Company when due pursuant to the Design Build Contract, (ii) except for closures specifically permitted pursuant to the Design Build Contract, closure of all or part of a Project Asset to traffic for more than eight days after the tolling of such Project Asset commenced, (iii) failure to achieve substantial completion of all Project Assets by the Long Stop Date, as such date may be extended pursuant to the Design Build Contract, (iv) failure to maintain in effect the required insurance or the performance security, (v) failure to commence the performance of the DB Work within 10 days of any notice to proceed issued by the Company, (vi) insolvency or bankruptcy of the Design Build Contractor, any of its joint venture partners or members or any guarantor (but if either or both of Skanska USA Civil Southeast Inc. or Kiewit Infrastructure Co. is not the cause of such default, such remaining joint venture members may cure

48

such default by assuming all of the Design Build Contractor’s obligations under the Design Build Contract within 30 days if the lender’s technical advisor certifies that such remaining members have the technical capabilities to achieve substantial completion of each of the Project Assets by the applicable deadline), (vii) the Design Build Contractor’s payments to which the limitation on liability applies equal or exceed such limitation other than if the Design Build Contractor waives such limitation and (vii) VDOT terminates the Comprehensive Agreement as a result of the Design Build Contractor’s breach of its obligations under the Design Build Contract. See APPENDIX D –”SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT –Termination Rights –”Design Build Contractor Default” for a detailed list of all Design Build Contractor defaults under the Design Build Contract. See “—Limitation on Liability.” If a default by the Design Build Contractor occurs, the Company may terminate the Design Build Contract subject to the terms and conditions set forth therein. If such termination occurs prior to DB Final Completion and the Comprehensive Agreement is in effect, the Company may cause the DB Work to be completed by other contractors and, subject to the limitation on liability under the Design Build Contract, the Design Build Contractor is required to pay for the cost of such completion and losses suffered by the Company to the extent the same exceed the Contract Price under the Design Build Contract. If VDOT terminates the Comprehensive Agreement as a result of a breach by the Design Build Contractor of its obligations under the Design Build Contract that was not caused by the Company’s failure to perform its obligations under the Design Build Contract, the Design Build Contractor is required to compensate the Company for any losses incurred as a result of such termination, including any amounts (i) required to be paid to the Company’s lenders and (ii) of all equity invested in the Company by its direct and indirect owners (but not any return on such equity). Defaults by the Company. Subject to the limitations specified in the Design Build Contract and subject to the lenders’ direct agreement and the rights of VDOT under the Comprehensive Agreement, the Design Build Contractor may terminate the Design Build Contract (i) in the event of insolvency or bankruptcy of the Company, (ii) if the Company fails to pay any undisputed portion of the scheduled payment to the Design Build Contractor when due within 90 days following the Design Build Contractor’s notice thereof or (ii) if the Company fails to pay any undisputed sum (other than the scheduled payment) to the Design Build Contractor when due within 30 days following the Design Build Contractor’s notice thereof. In the event of such termination, the Design Build Contractor will be entitled to a termination payment in the same amount as in the event of termination of the Design Build Contract due to a Company Default under the Comprehensive Agreement (described below) but, in the event the Company’s default under the Design Build Contract results from VDOT’s failure to perform any of its obligations under the Comprehensive Agreement or any other agreement between the Company and VDOT, such payment will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the DB Work. Termination for Company Default under the Comprehensive Agreement. If VDOT terminates the Comprehensive Agreement due to a Company Default thereunder that is not attributable to a failure of the Design Build Contractor to perform its obligations under Design Build Contract, the Design Build Contract will automatically terminate, subject to the lenders’ direct agreement and the rights of VDOT under the Comprehensive Agreement, and the Design Build Contractor will be entitled to a termination payment equal to the sum of (i) that portion of the Contract Price that is due and payable to the Design Build Contractor and applicable to the DB Work completed up to the date of termination and (ii) reasonably incurred direct, out-of-pocket demobilization costs and costs incurred in terminating its subcontractors relating to the DB Work. Termination for Significant Force Majeure Event. If VDOT terminates the Comprehensive Agreement due to the occurrence of a Significant Force Majeure Event, the Design Build Contract will automatically terminate as of the termination date of the Comprehensive Agreement and the Design Build Contractor will be entitled to a termination payment equal to that portion of the Contract Price that is due and payable to the Design Build Contractor and applicable to the DB Work completed up to the date of termination but such payment will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the DB Work and the insurance proceeds actually received by the Company in connection with the event giving rise to the termination. VDOT’s Termination of the Comprehensive Agreement for Convenience. If VDOT terminates the Comprehensive Agreement for convenience, the Design Build Contract will automatically terminate and the Design

49

Build Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Design Build Contract but such amount will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the DB Work. For a more detailed summary of the principal provisions of the Design Build Contract, see APPENDIX D – “SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT.”

Tolling Contract

The Company and the Tolling Contractor have entered into the Tolling Contract, pursuant to which all of the Company’s obligations under the Comprehensive Agreement with respect to the design, construction, operation and maintenance of the tolling system components of the Project, as well as the toll collection and other related services, will be undertaken by the Tolling Contractor during the term of the Tolling Contract.

Scope of Work

The scope of work of the Tolling Contractor under the Tolling Contract includes fulfilling all of the Company’s obligations under the Comprehensive Agreement to develop, design, procure, construct, complete, test and commission the tolling system components of the Project’s electronic toll and traffic management system, including the back office system, and any other related services and work identified in the Tolling Contract (collectively, the “TC Work”). The TC Work does not include the design and construction of the traffic management system, which will be undertaken by the Design Build Contractor under the Design Build Contract. The scope of work of the Tolling Contractor under the Tolling Contract also includes the Company’s operation and maintenance obligations required to be performed under the Comprehensive Agreement relating to the tolling system (the “Tolling O&M Services”, and together with the TC Work, the “Tolling Services”), which will be undertaken by the Tolling Contractor for a period of five years following substantial completion of the last Project Asset to achieve substantial completion under the Tolling Contract, unless terminated earlier in accordance with the Tolling Contract. Such Tolling O&M Period may be extended for up to an additional two years in one year increments in the Company’s sole discretion. The Tolling Contractor is required to perform the Tolling Services in accordance with the Tolling Contract, the Comprehensive Agreement and the other TC Contract Documents, the Standard of Care, applicable law and standards, governmental approvals, good industry practice and the requirements of the applicable insurance policies required to be maintained under the Tolling Contract, and the portions of the Project included in the TC Work need to be constructed and erected in a good and workmanlike manner.


Under the Tolling Contract, subject to certain exceptions (including with respect to Company-Caused Delays), the Tolling Contractor is only entitled to a relief or compensation in the event and only to the extent that the Company actually receives the corresponding relief or compensation under the Comprehensive Agreement. If the parties are unable to agree on the amount and other terms of a claim to be presented by the Company to VDOT under the Comprehensive Agreement, the Company agreed in the Tolling Contract, if the Tolling Contractor so directs, to enforce its rights and remedies under the Comprehensive Agreement that relate to the Tolling Services in the same manner and with the same diligence as the Company would assert its own claims. In addition, if the Comprehensive Agreement or VDOT so permits, the Tolling Contractor may participate directly in dispute resolution procedures under the Comprehensive Agreement regarding the Tolling Services or the Tolling Contractor’s performance of the Company’s obligations for which it is responsible, and control the advancement of claims and assertion of defenses in the resolution of disputes under the Comprehensive Agreement regarding the Tolling Services. The Tolling Contractor is required to indemnify the Company for costs, expenses, losses and claims incurred or suffered in connection with the Company's assertion of claims on behalf of the Tolling Contractor or resulting from the Tolling Contractor’s participation in or control of dispute resolution procedures under the Comprehensive Agreement. Under the Tolling Contract, the Tolling Contractor is obligated to, on behalf of the Company, accommodate VDOT’s rights with respect to the Tolling Services under the Comprehensive Agreement, including the right to inspect the Tolling Services subject to and in accordance with the Comprehensive Agreement.

50


The Tolling Contractor is required to complete the TC Work by specified deadlines, subject only to extensions of time arising from (i) Delay Events, but only to the extent actually granted to the Company under the Comprehensive Agreement, (ii) Company-Caused Delays, subject to the limitations set forth in the Tolling Contract or (iii) any other circumstances expressly set forth in the Tolling Contract that extend the TC Work milestones, in each case, in accordance with the Tolling Contract. The schedule for performance of the TC Work is designed such that the Company’s corresponding obligations in the Comprehensive Agreement will be completed on or before the times required in the Comprehensive Agreement.

Tolling of the Project

In furtherance of the Company’s rights to the tolling revenue under the Comprehensive Agreement, the Tolling Contractor is responsible, during the Tolling O&M Period, for toll collection on behalf of the Company and charging of toll rates set in accordance with the Comprehensive Agreement, in addition to the incidental charges agreed to by the Company and VDOT under the Comprehensive Agreement. The Tolling Contractor may charge, debit and collect tolls through open road collection facilities that comply with all applicable laws relating to confidentiality and privacy of users of the Project or use remote sensing or other technologies which must be interoperable with E-ZPass or any successor to E-ZPass utilized on the State Highways at that time. The Tolling Contractor is also required to cooperate and coordinate its performance of the Tolling O&M Services with VDOT’s personnel performing toll transaction account management services in accordance with the Electronic Toll Collection Agreement and to cooperate with the Company to allow the Company to implement any violation enforcement system.

Compensation

Compensation for TC Work. The lump-sum, fixed-price payable to the Tolling Contractor by the Company for the full and complete performance of the TC Work under the Tolling Contract, and all costs incurred in connection therewith, is $9,651,304 (such amount, as it may be adjusted in accordance with the Tolling Contract, the “TC Work Contract Sum”). A portion of the TC Work Contract Sum is to be paid from the Public Funds Amount the Company receives from VDOT under the Comprehensive Agreement, subject to the compliance by the Tolling Contractor with the requirements for the receipt of such funds specified in the Tolling Contract and the actual receipt of such funds by the Company under the Comprehensive Agreement. Under the Tolling Contract, the Tolling Contractor agreed that any failure by the Company to pay that portion of the TC Work Contract Sum due to the Tolling Contractor under the Tolling Contract that was to be paid with the proceeds of the Public Funds Amount will not constitute a breach or default by the Company under the Tolling Contract to the extent resulting from the failure by VDOT to make the Public Funds Amount available at the time and in the amounts set forth in the Comprehensive Agreement. However, the Tolling Contractor has the right under the Tolling Contract to assert that a Delay Event has occurred under the Tolling Contract and suspend the applicable portion of the TC Work until payment of the Public Funds Amount is made but (i) solely to the extent such relief is available to the Company under the Comprehensive Agreement and (ii) unless such failure by VDOT to make the Public Funds Amount available to the Company under the Comprehensive Agreement is attributable to a breach by the Tolling Contractor of its obligations under the Tolling Contract. The Company agreed in the Tolling Contract to pursue all rights it may have under the Comprehensive Agreement as a result of such VDOT’s failure and to provide the Tolling Contractor with the benefit of any relief obtained by the Company thereunder.

Payments by the Company to the Tolling Contractor for the TC Work will be made in monthly installments based on achievement of specified milestones set forth on the payment and milestone schedule set forth in the Tolling Contract as confirmed by the Company and the lenders’ technical adviser, subject to the compliance by the Tolling Contractor with the conditions for payment specified in the Tolling Contract.

Compensation for the Tolling O&M Services. The fixed annual base operating fee payable to the Tolling Contractor by the Company in equal monthly installments for the full and complete performance of the Tolling O&M Services under the Tolling Contract during the Tolling O&M Period, and all costs incurred in connection therewith, is $2,721,660, as may be adjusted quarterly based on the trailing quarter’s video transaction volumes relative to the baseline forecast as the Company may request. In addition, the Company will pay to the Tolling

51

Contractor certain other components of the annual base operating fee for operations and maintenance services set forth in the Tolling Contract and will reimburse the Tolling Contractor for certain costs incurred by it during the performance of the Tolling O&M Services, including the postage and printing costs, VDOT's E-ZPass fee, E-ZPass credit card fee and video tolling credit card fee, as specified in the Tolling Contract.


Guaranty. The Tolling Contractor has provided to the Company, on the Agreement Date, a parent company guaranty from the Tolling Guarantor, guaranteeing all of the Tolling Contractor’s obligations under the Tolling Contract up to $11,500,000, which amount will be reduced pursuant to the Tolling Contract by (i) $2,000,000 upon the Tolling Contractor’s posting of a letter of credit, (ii) $8,500,000 upon the Tolling Contractor’s posting of a performance and payment bond and (iii) $1,000,000 upon the Tolling Contractor’s posting of a warranty bond. If the limitation of liability under the guaranty is reduced upon provision of the performance bond, but the performance bond is not extended or renewed until the time the performance secured by such bond is completed, then the limitation of liability will increase by the amount of the performance bond. As required under the Tolling Contract, the guaranty names VDOT as a permitted assignee, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Tolling Contract.

Letter of Credit. Pursuant to the terms of the Tolling Contract, the Tolling Contractor is obligated to deliver to the Company a letter of credit issued by an LC Qualified Issuer in an amount of $2,000,000 as additional security for the Tolling Contractor’s performance of its obligations under the Tolling Contract. The letter of credit is required to name VDOT as a transferee beneficiary, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Tolling Contract. Upon achievement of final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract, the Tolling Contractor may reduce the amount of the letter of credit to $1,500,000, to remain in effect until the end of the TC Work warranty period, but if any warranty claims remain unresolved past such period, the amount of the letter of credit must remain in effect until such claims are resolved but it may be further reduced to 150% of the amount of the outstanding warranty claims as determined by the Company in good faith. The Tolling Contractor is required to increase the amount of the letter of credit by 20% of the increase in the TC Work Contract Sum payable for the TC Work resulting from any scope change or work order to the extent the aggregate increase in such TC Work Contract Sum resulting from all scope changes exceeds $1,000,000. Upon achievement of final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract, the Tolling Contractor may, in lieu of the letter of credit, establish a cash collateral account for the benefit of the Company meeting the requirements specified in the Tolling Contract.

Retainage. The Company, in accordance with the Tolling Contract, may withhold from each scheduled payment due to the Tolling Contractor for the TC Work ten percent of the amount of such payment as retainage until the later of the date of successful completion of the factory acceptance test under the Tolling Contract and the date the Tolling Contractor provides the required letter of credit pursuant to the Tolling Contract, the Company may withhold as retainage the entire amount of each such payment other than the portion thereof, not to exceed $1,771,000 in the aggregate, certified by the Tolling Contractor to be payable to its subcontractors. Upon successful completion of the factory acceptance test pursuant to the Tolling Contract, the Company is required to release to the Tolling Contractor (subject to other applicable provisions of the Tolling Contract) all retainage in excess of (i) ten percent of the total of the scheduled payments payable on or prior to the date of such release or (ii) if the Tolling Contractor has not provided the letter of credit pursuant to the Tolling Contract, $2,000,000. If the Tolling Contractor thereafter provides the letter of credit pursuant to the Tolling Contract, the Company agreed to release all retainage in excess of ten percent of the total of the scheduled payments payable on or prior to the date of such release. The Company is required to release fifty percent of remaining retainage to the Tolling Contractor (subject to other applicable provisions of the Tolling Contract) within 30 days after achievement of final acceptance of the last Existing Project Asset to achieve final acceptance under the Tolling Contract, other than the amount estimated by the Company to satisfy any outstanding warranty claims against the Tolling Contractor. The Company is required to release all remaining retainage (subject to other applicable provisions of the Tolling Contract) within 30 days after achievement of final acceptance of the New MLK Extension under the Tolling Contract, other than the amount estimated by the Company to be needed to satisfy any outstanding warranty claims against the Tolling Contractor plus 150% of the cost estimated by the Company to achieve TC Final Completion, which is to be

52

released to the Tolling Contractor upon resolution of the applicable warranty claims or achievement of TC Final Completion, as the case may be.

Surety Bonds. Under the Tolling Contract, the Tolling Contractor may, but is not obligated to, provide the Company with a performance bond and a payment bond as security for the Tolling Contractor’s performance of the TC Work, naming each of the Company, the Collateral Agent and VDOT as dual obligees, each in a penal amount of $8,500,000. The performance bond may provide that the surety’s obligation to pay liquidated damages due under the Tolling Contract with respect to any Project Asset will not exceed $5,000 per day. Upon achievement of final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract, the penal amount of such bonds may be reduced to $1,500,000, and such reduced bonds must remain in effect until the achievement of TC Final Completion. Upon TC Final Completion, the Tolling Contractor may, but is not obligated to, provide the Company with a warranty bond in a penal amount of $1,000,000 naming the Company, the Collateral Agent and VDOT as dual obligees.

Liquidated Damages and Bonus

Liquidated Damages. If the Tolling Contractor fails to achieve substantial completion of the Existing Project Assets or the New MLK Extension by the specified deadlines under the Tolling Contract or any such substantial completion is not achieved under the Comprehensive Agreement by the deadlines specified therein for reasons attributable to the Tolling Contractor, the Tolling Contractor is obligated to pay to the Company the following amounts as liquidated damages: (i) $12,500 for each of the first through the seventh days of the delay, (ii) $25,000 for each of the eighth through the 14th days of the delay, (iii) $37,500 for each of the 15th through the 21st days and (iv) $50,000 for each day from the 22nd day of the delay until the day on which substantial completion of the applicable Project Asset is achieved under the Tolling Contract. The aggregate amount of liquidated damages payable by the Tolling Contractor under the Tolling Contract is limited to 30% of the TC Work Contract Sum.

Notwithstanding any extension of a scheduled substantial completion date with respect to the Existing Project Assets and the New MLK Extension as a result of a Delay Event, a Delay Event shall not excuse the Tolling Contractor’s obligation to pay liquidated damages under the Tolling Contract with respect to a failure to achieve substantial completion that would have been payable had the applicable scheduled substantial completion date not been extended. The Tolling Contractor shall be relieved from the obligation to pay such liquidated damages only if the applicable scheduled substantial completion date is extended under the Tolling Contract due to a Compensation Event or a Company-Caused Delay.

Early Completion Bonus. If the Tolling Contractor achieves substantial completion of each Existing Project Asset prior to the specified deadlines and the Tolling and O&M Work Commencement Date of all Existing Project Assets occurs prior to the specified deadlines, the Company will pay to the Tolling Contractor a bonus in the following amounts upon final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract: (i) $12,500 for each of the first through the seventh days by which substantial completion under the Tolling Contract occurs prior to the applicable deadline, (ii) $25,000 for each of the eighth through the 14th days by which substantial completion under the Tolling Contract occurs prior to the applicable deadline, (iii) $37,500 for each of the 15th through the 21st days by which substantial completion under the Tolling Contract occurs prior to the applicable deadline and (iv) $50,000 for each day from the day on which substantial completion under the Tolling Contract with respect to the applicable Project Asset is achieved until the 22nd day by which substantial completion occurs prior to the applicable deadline. The actual amount payable as bonus may be reduced (by an amount not to exceed $150,000 in the aggregate, but in no event shall the bonus payable be reduced to less than $5,000 for each day by which substantial completion occurs prior to the applicable deadline with respect to an individual Project Asset) if the Company incurs costs to facilitate the Tolling Contractor’s performance in circumstances in which the bonus would not otherwise have been earned.


If the assessment of non-compliance points against the Company by VDOT under the Comprehensive Agreement is attributable to the failure of the Tolling Services to conform to the requirements of the Tolling Contract, the Company may, among other things, require the Tolling Contractor to accelerate (at no cost to the Company) its correction and rectification of any deficient Tolling Services and TC Defects until the expiration of the

53

applicable warranty period or incur additional costs itself, to be reimbursed by the Tolling Contractor, including for ordering acceleration of work by other contractors. Under the Tolling Contract, the Tolling Contractor has the right to dispute the existence of deficient Tolling Services or TC Defects.

Warranties

The Tolling Contractor warrants to the Company that (i) all TC Work, including the related design of the tolling system, will satisfy the requirements of the Tolling Contract and the Comprehensive Agreement, (ii) all TC Work will be complete, conform to good industry practice and be new unless otherwise specified in the Tolling Contract, of good quality and free of defects in materials and workmanship and (iii) the final as-built drawings and construction documentation will be accurate and complete, comply with the requirements of the Tolling Contract and the Comprehensive Agreement and accurately reflect the condition of the Project as of final completion. These warranties relating to any Project Asset will be in effect for a period of one year after the date on which the applicable Project Asset achieves substantial completion pursuant to the Tolling Contract, subject to the extension for an additional one-year period from the date of repair or replacement of any TC Work that was repaired or replaced during the initial warranty period. In addition, the Tolling Contractor warrants to the Company that the Tolling O&M Services will conform to the good industry practice, the requirements of the Tolling Contract and the Comprehensive Agreement and be free from defects for one year following the provision of such services.

Subject to other remedies available to the Company as specified in the Tolling Contract, the Tolling Contractor is required, at its sole expense, upon demand by the Company (or VDOT to the extent permitted by the Comprehensive Agreement), to repair, replace or re-perform the deficient Tolling Services and/or rectify a TC Defect.

Indemnity

Indemnities by the Tolling Contractor. Pursuant to the terms of the Tolling Contract, the Tolling Contractor is required to indemnify, defend and hold harmless the Company, the State Indemnitees, the lenders, the independent engineer, each of their subsidiaries and Affiliates and the directors, officers, agents, employees and successors against any losses actually suffered or incurred (except to the extent such losses are solely caused by the misconduct, negligence or other culpable act, error or omission of another such indemnitee) due to third-party claims to the extent the losses are caused by, among other things, (i) failure by the Tolling Contractor to comply with the TC Contract Documents or actual or alleged breach by it of its representations and warranties set forth therein, (ii) misconduct, negligence or other culpable act, error or omission of a Tolling Contractor Party in connection with the Project, (iii) patent or copyright infringement or other similar misuse by a Tolling Contractor Party of the protected Project information, (iv) claim related to the acquisition of property acquired by the Tolling Contractor in connection with the performance of the Tolling Services or (v) nonpayment of amounts due as a result of furnishing materials to the Tolling Contractor or any subcontractor in connection with the Tolling Services to the extent the Company has paid the Tolling Contractor all undisputed amounts under the Tolling Contract.

Furthermore, until the end of the applicable statute of repose (unless the applicable statute of limitations precludes a claim by the Company at such time), the Tolling Contractor is required to indemnify, defend and hold harmless the Company from and against any losses resulting from deficient TC Work or TC Defects that arise after TC Final Completion or deficient Tolling O&M Services and TC Defects that arise after the end of the Tolling O&M Period, as well as costs incurred by the Company to remedy or rectify deficient Tolling Services or TC Defects that the Tolling Contractor does not remedy or rectify during the applicable warranty period under the Tolling Contract. In addition, the Tolling Contractor is also required to indemnify, protect, defend, and hold harmless and release the same indemnitees against all third-party claims, subject to certain limitations set forth in the Design Build Contract, to the extent caused by (i) hazardous substances brought by a Tolling Contractor Party onto the Project Right of Way, (ii) failure of a Tolling Contractor Party to comply with any requirement of the TC Contract Documents relating to hazardous substances or applicable environmental laws and governmental approvals or (iii) the exacerbation, release, spreading, migration, or toxicity of hazardous substances due to the negligence, recklessness, or willful misconduct of a Tolling Contractor Party.

54

Indemnities by the Company. Under the Tolling Contract, the Company must indemnify, defend, and hold harmless the Tolling Contractor, its Affiliates and their respective directors, officers, agents, employees, successors and assigns from and against any losses actually suffered or incurred by them (except to the extent solely caused by the misconduct, negligence or other culpable act, error or omission of another such indemnitee) to the extent due to third-party claims that are based upon any failure by the Company to comply with the terms or conditions of the Tolling Contract.


The total liability of the Tolling Contractor under the Tolling Contract, including liquidated damages paid thereunder, is limited to (i) for the TC Work, $8,500,000 until final acceptance has been achieved under the Tolling Contract for the last of the Existing Project Assets, at which time such limit will be reduced to $1,500,000 and (ii) for the Tolling O&M Services, 100% of the sum of the annual base operating fee, as may be adjusted, and reimbursable costs actually paid in the year in which the event giving rise to the liability occurred. Such limitations do not apply to the proceeds of insurance (not to exceed amounts required to be maintained by the Tolling Contractor under the Tolling Contract), liabilities arising from gross negligence, willful misconduct or actual fraud of the Tolling Contractor or its abandonment of the performance of the Tolling Services, or the Tolling Contractor’s indemnity obligations under the Tolling Contract.

Suspension Rights

Under the Tolling Contract, the Company may elect to suspend all or a part of the Tolling Services upon 10 days prior written notice to the Tolling Contractor or in emergency situations upon such prior notice as circumstances permit. In the event of such suspension, the Tolling Contractor is entitled to make a claim for a scope change order due to a Company-Caused Delay under the terms of the Tolling Contract for schedule and/or price relief in accordance with the terms of the Tolling Contract. In the event all the Tolling Services are suspended for a period of 365 consecutive days, the Tolling Contractor may terminate the Tolling Contract upon written notice to the Company. In addition, the Company will suspend the Tolling Services if VDOT suspends the same under the Comprehensive Agreement, subject to the Tolling Contractor’s right to direct the Company in accordance with the terms of the Tolling Contract to dispute such VDOT suspension order.

Termination Rights

Tolling Contractor Default. The Tolling Contract provides for a number of defaults by the Tolling Contractor, subject to applicable cure periods and other limitations specified therein. Such defaults include, without limitation, (i) failure to make payment to the Company when due pursuant to the Tolling Contract, (ii) except for closures specifically permitted in the Tolling Contract, closure of all or part of a Project Asset to traffic for eight days after the tolling of such Project Asset commenced, (iii) failure to achieve substantial completion under the Tolling Contract of all Project Assets by the Long Stop Date, (iv) failure to maintain in effect the required insurance, letter of credit or guaranty as and when required pursuant to the Tolling Contract, (v) failure to commence the performance of the TC Work within ten days of any notice to proceed issued by the Company or the performance of the Tolling O&M Services within five days of the relevant notice to proceed, (vi) insolvency or bankruptcy of the Tolling Contractor or the Tolling Guarantor, (vii) the Tolling Contractor’s payments to which the limitation on liability apply equal or exceed such limitation other than if the Tolling Contractor waives such limitation and (vii) VDOT terminates the Comprehensive Agreement as a result of the Tolling Contractor’s breach of its obligations under the Tolling Contract. See APPENDIX C –”SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT –Termination Rights –”Tolling Contractor Default” for a list of all defaults by the Tolling Contractor. If a default by the Tolling Contractor occurs, the Company may terminate the Tolling Contract in accordance therewith. If such termination occurs prior to TC Final Completion and the Comprehensive Agreement is in effect, the Company may cause the TC Work to be completed by other contractors and the Tolling Contractor is required to pay for the cost of such completion and losses suffered by the Company to the extent the same exceed the TC Work Contract Sum. If VDOT terminates the Comprehensive Agreement as a result of a breach by the Tolling Contractor of its obligations under the Tolling Contract that was not caused by the Company’s failure to perform its obligations under the Tolling Contract, the Tolling Contractor is required to compensate the Company for any losses incurred as a result of such termination, including any amounts required to be paid to the Company’s

55

lenders. Under such circumstances, the Tolling Contractor is also required to pay to the Company an additional amount equal to the amount of all equity invested in the Company by its direct and indirect owners, but the Tolling Contractor shall not be liable for any return on such equity. Company Default. Subject to the limitations specified in the Tolling Contract, the Tolling Contractor may terminate the Tolling Contract in the event of insolvency or bankruptcy of the Company, suspend performance of the TC Work in the event the Company fails to make any undisputed portion of the amount due to the Tolling Contractor within 30 days following the Tolling Contractor’s notice thereof, or terminate the Tolling Contract if the Company fails to make such payment within 90 days following the Tolling Contractor’s notice thereof. In the event of such termination, the Tolling Contractor will be entitled to a termination payment equal to the sum of (i) that portion of the TC Work Contract Sum or Tolling O&M Fee, as applicable, attributable to the Tolling Services completed up to the date of termination, (ii) retainage held by the Company and (iii) reasonably incurred direct, out-of-pocket demobilization costs and costs incurred in terminating its subcontractors relating to the Tolling Services. See APPENDIX C –”SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT –Termination Rights –”Company Default.” Termination for Company Default under the Comprehensive Agreement. If VDOT terminates the Comprehensive Agreement due to a Company Default thereunder that is not attributable to a failure of the Tolling Contractor to perform its obligations under Tolling Contract, the Tolling Contract will automatically terminate, subject to the lenders’ direct agreement and the rights of VDOT under the Comprehensive Agreement, and the Tolling Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Tolling Contract. Termination for Significant Force Majeure Event. If VDOT terminates the Comprehensive Agreement due to the occurrence of a Significant Force Majeure Event, the Tolling Contract will automatically terminate as of the termination date of the Comprehensive Agreement and the Tolling Contractor will be entitled to a termination payment equal to the sum of that portion of the TC Work Contract Sum or Tolling O&M Fee, as applicable, attributable to the Tolling Services completed up to the date of termination, together with any retainage then held by the Company, but such payment will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the Tolling Services and the insurance proceeds actually received by the Company in connection with the event giving rise to the termination pursuant to the insurance policies the Company is obligated to maintain under the Tolling Contract. VDOT’s Termination of the Comprehensive Agreement for Convenience. If VDOT terminates the Comprehensive Agreement for convenience, the Tolling Contract will automatically terminate as of the termination date of the Comprehensive Agreement and the Tolling Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Tolling Contract but such amount will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the Tolling Services. Company’s Termination for Convenience. The Company may terminate the Tolling Contract for its convenience at any time upon not less than ten days' prior written notice, in which case the Tolling Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Tolling Contract. For a more detailed summary of the principal provisions of the Tolling Contract, see APPENDIX C – “SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT.”

Interface Agreement

The Interface Agreement was executed on December 5, 2011 among the Company, the Design Build Contractor and the Tolling Contractor to address certain matters involving the performance of the DB Work and the TC Work. The Design Build Contractor and the Tolling Contractor agreed to cooperate in order to satisfy their respective obligations to complete the DB Work and the TC Work in accordance with an agreed division of responsibilities. The Design Build Contractor and the Tolling Contractor also agreed to cooperate in providing relevant site access and achieving the overall Project milestones included in the initial baseline schedule attached to

56

the Interface Agreement. Pursuant to the Interface Agreement, the Company, the Design Build Contractor and the Tolling Contractor will establish a coordination committee to be chaired by the Company to coordinate their respective efforts and activities pursuant to the Design Build Contract and the Tolling Contract, respectively.

The Design Build Contractor and the Tolling Contractor each agreed to indemnify and hold harmless each other and their respective related entities against any losses resulting from (i) casualty to the DB Work or the TC Work, as applicable, caused by it or its failure to comply with its obligations under the Interface Agreement, the Design Build Contract or the Tolling Contract, as applicable, and (ii) fraud, criminal conduct, intentional misconduct, recklessness or bad faith on its part or on the part of any related entity, except, in each case, to the extent caused, or contributed to, by any act or omission of the other party or any of its related entities. Other than in connection with such indemnity obligations, the Design Build Contractor and the Tolling Contractor each agreed in the Interface Agreement that they will not make any claims against each other with respect to any matter arising from a breach by the other contractor of the Interface Agreement or any loss suffered by reason of or relating to any act or omission of such contractor or its subcontractors under the Interface Agreement.

Any amounts paid under the Interface Agreement by the Design Build Contractor or the Tolling Contractor are subject to the limitation on liability under the Design Build Contract or the Tolling Contract, as applicable, but such limitation does not apply to the proceeds of insurance or costs, liabilities or obligations arising from gross negligence, willful misconduct, actual fraud or the abandonment of DB Work or the TC Work by the Design Build Contractor or the Tolling Contractor, as applicable. Any performance security provided under the Design Build Contract or the Tolling Contract may not be used to pay any amounts under the Interface Agreement.

The Electronic Toll Collection Agreement

The Company and VDOT are entering into an Electronic Toll Collection Agreement as of the Financial Close Date pursuant to which (i) VDOT will provide the Company with all services necessary for the administration and operation of the Project’s E-ZPass toll collection accounts, including customer services, the distribution of transponders, the collection of tolls charged through E-ZPass and the operation of E-ZPass customer service centers and (ii) the Company will purchase readers, antennas and other tolling hardware necessary to operate the system and comply with E-ZPass.

Under the Electronic Toll Collection Agreement, on each business day, the Company will forward, or will cause the Tolling Contractor to forward, to VDOT a report listing E-ZPass transactions by lane number from the previous day or weekend, as applicable, and VDOT will forward to the Company a disbursement report reflecting E-ZPass transaction revenue credited to the Company by lane number. VDOT will then initiate payment by electronic wire transfer to the Company on or before the close of the next business day in an amount equal to the aggregate tolls and any applicable membership fees posted to customer accounts during the previous day or weekend, as applicable, net of the transaction fee payable to VDOT. The transaction fee paid by the Company to VDOT represents the Company’s share of VDOT’s total annual electronic toll collection expenses and is based upon the number of electronic toll transactions and the revenue processed for the Company.

The Electronic Toll Collection Agreement requires VDOT and the Company to exchange back-up information and to resolve any discrepancies between their reports amounting to $50 or more for any three consecutive days. If the Company cannot provide sufficient details to update the customer accounts within 20 business days of the occurrence of the E-ZPass transactions, such transactions will not be charged to the customers and will not result in revenue to the Company.

Under the Electronic Toll Collection Agreement, VDOT will in no event have any liability to the Company for any losses, including lost toll revenue, suffered due to equipment failure or error in the Company’s electronic toll collection system, unless VDOT’s failure to properly maintain, repair and operate its own system of electronic toll collection and the customer service center cause a loss of revenue to the Company, in which case VDOT will pay the Company for such losses and its direct costs in connection therewith. Similarly, unless VDOT is in breach of its duty of care and diligence under the Electronic Toll Collection Agreement, VDOT will not be financially responsible for the occurrence of any adverse impact to the Company or other parties affected during modifications, upgrades and associated testing of its electronic toll collection system. Furthermore, any E-ZPass transactions for the Project not sent to VDOT within 60 business days are subject to deletion and the related revenue may not be

57

recorded unless the delay is due to VDOT’s failure, in which case such related revenue will be transferred to the Company.

The term of the Electronic Toll Collection Agreement expires on June 30, 2012, subject to further extensions at VDOT's option for successive one year periods. The Electronic Toll Collection Agreement will terminate upon the expiration thereof (unless extended for successive one year periods), upon the date the Electronic Toll Collection Agreement is terminated by either party (upon 90 days prior written notice) or in the event a non-defaulting party elects to terminate the Electronic Toll Collection Agreement following the expiration of the 60-day cure period following a default by the other party.

Any disputes between the Company and VDOT with respect to the Electronic Toll Collection Agreement shall be resolved pursuant to the dispute resolution provisions under the Comprehensive Agreement. The provisions of the Comprehensive Agreement, if any, shall prevail in the event such provisions conflict with the terms of the Electronic Toll Collection Agreement.

FINANCING FOR THE PROJECT

General

The total cost of completing the Project, including financing costs and operating and maintenance costs expected to be incurred prior to the expected Final Completion Date, currently is estimated to be approximately $2,040,840,000. Project Costs are expected to be funded from (i) a portion of the proceeds received from the sale of the Series 2012 Bonds, (ii) the proceeds of a not to exceed $422,000,000 TIFIA Loan to be increased for capitalized interest on such TIFIA Loan, (iii) approximately $308,605,000 (as adjusted as described herein) payable by VDOT in accordance with the terms of the Comprehensive Agreement, (iv) approximately $272,467,000 in aggregate capital contributions (to the extent contributed and as adjusted pursuant to the Equity Contribution Agreement as described below), (v) approximately $368,212,000 in project revenues anticipated to be received from the tolling of the Project Assets during the construction period, and (vi) interest earnings. See “PROJECTED SOURCES AND USES OF FUNDS,” “PROJECTED FINANCIAL INFORMATION” and “RECENT DEVELOPMENTS.”

The proceeds of the Series 2012 Bonds, the capital contributions required to be contributed pursuant to the Equity Contribution Agreement, proceeds of the TIFIA Loan, and Project Revenues generated from tolling of the Existing Project Assets are to be deposited into the appropriate sub-accounts of the Construction Account (unless otherwise required to be deposited in other Project Accounts pursuant to the Collateral Agency Agreement) pursuant to the Collateral Agency and Account Agreement, dated as of April 1, 2012 (the “Collateral Agency Agreement”), among the Company and Deutsche Bank Trust Company Americas, as securities intermediary, and the Collateral Agent.

Series 2012 Bonds

The initial senior secured debt to be incurred in connection with the financing of the Project is comprised solely of the Series 2012 Bonds. Upon the issuance of the Series 2012 Bonds, all of the proceeds of such Bonds will be immediately loaned by the Issuer to the Company in accordance with and subject to the terms of the loan agreement between the Issuer and the Company (the “Senior Loan Agreement”). To secure the repayment of the Bonds, including the Series 2012 Bonds, the Issuer is assigning to the Trustee and is granting to the Trustee a security interest in all of the Issuer’s right, title and interest in the Trust Estate. Pursuant to the Senior Loan Agreement, the Company will be required to make periodic payments at the times and in the amounts required to enable the Trustee, together with any other monies available for such payment, to pay when due the principal or purchase price of, and the interest or Redemption Price on the Bonds as provided in the Indenture. In addition, the Bonds will be secured by the Collateral pursuant to the Collateral Agency Agreement and the Security Documents. See “SECURITY.”

On the Financial Close Date, approximately $18,547,000 of the net proceeds of the Series 2012 Bonds will be deposited into the Debt Service Reserve Account, and the remaining proceeds will be deposited into the PABs Sub-Account of the Construction Account, and invested in permitted investments at the direction of the Company.

58

Amounts on deposit in the PABs Sub-Account will be held by the Collateral Agent solely for the benefit of the Bondholders. Amounts in the Debt Service Reserve Account will be held by the Collateral Agent for the benefit of the Secured Creditors. Funds in the PABs Sub-Account will be used to pay, or to reimburse the Company for the prior payment of, a portion of the Project Costs incurred prior to the Substantial Completion of the New Project Assets Date and for the payment of costs of issuing the Series 2012 Bonds. Funds in the Debt Service Reserve Account will be used to pay debt service on the Bonds and TIFIA Mandatory Debt Service in the event other funds are not available therefor, as described below. See “PROJECT ACCOUNTS AND FLOW OF FUNDS.”

Additional Permitted Indebtedness Permitted Under the Senior Loan Agreement

The Company is permitted to incur Additional Permitted Indebtedness, including Additional Bonds, subject to the limitations and conditions of the Senior Loan Agreement and the TIFIA Loan Agreement. The Senior Loan Agreement provides that the Company may incur Additional Permitted Indebtedness for the following purposes: (i) to complete construction of the Project, (ii) to pay for costs incurred in connection with (a) any VDOT Change, Delay Event, Compensation Event, mandatory capital expenditure resulting from a Change in Law or (b) any other requirement under the Comprehensive Agreement for which the Company seeks funding, (iii) to pay for costs incurred in acquiring, constructing, equipping or completing Project Enhancements, and (iv) to refinance, replace or refund all or part of any then outstanding Bonds.

The amount of Additional Permitted Indebtedness, including Additional Bonds, to be incurred in the aggregate (in one or more transactions), other than for refunding then-outstanding Bonds, may not exceed 10% of the original principal amount of the Series 2012 Bonds unless the following conditions are satisfied: (1) receipt of a certification from the Company stating that the incurrence of such Additional Permitted Indebtedness does not result in a projected Total Debt Service Coverage Ratio for each Calculation Period during the remaining term of the Series 2012 Bonds of less than the corresponding ratio for each such Calculation Period shown in the Base Case Financial Model, taking the proposed Additional Permitted Indebtedness into account; provided that the projected debt service coverage ratios certified pursuant to this clause are required to be based upon an Updated Base Case Financial Model delivered to the Trustee; (2) the Updated Base Case Financial Model shall be reviewed and certified to be correct and accurate in all material respects by the Company and an independent financial model auditor, and (3) the ratings of the Series 2012 Bonds have been reaffirmed by a Nationally Recognized Rating Agency at a level no lower than the current rating on the Series 2012 Senior Bonds as of the time of the incurrence of the Additional Permitted Indebtedness.

Notwithstanding the foregoing, the Senior Loan Agreement requires that the ratings of the Series 2012 Bonds have been reaffirmed by a Nationally Recognized Rating Agency at a level no lower than the current rating on the Series 2012 Senior Bonds as of the time of the incurrence of the Additional Permitted Indebtedness for any purpose described in (ii) or (iii) above regardless of the principal amount of such Additional Permitted Indebtedness.

TIFIA Loan

General

Pursuant to the loan agreement to be entered into between the TIFIA Lender and the Company (the “TIFIA Loan Agreement”), the initial subordinate debt incurred in connection with the financing of the Project will be comprised of a fixed-rate loan from the TIFIA Lender in an initial aggregate principal amount not to exceed $422,000,000 (the “TIFIA Loan”), the proceeds of which are to be funded in multiple disbursements and used to finance up to 33% of Project Costs that are eligible to be financed with proceeds of the TIFIA Loan pursuant to federal law. The TIFIA Loan will bear a fixed interest rate calculated by adding one basis point (.01%) to the rate of U.S. Treasury securities of comparable maturity on the date of execution of the TIFIA Loan Agreement, as such rate is published in the United States Treasury Bureau of Public Debt’s daily rate tables for State and Local Government Series investments. The TIFIA Obligations will be secured by a lien on the Collateral subordinate to the lien on the Collateral securing the obligations arising under the Senior Loan Agreement, any Additional Fixed Senior Obligations and any Permitted Second Lien Obligations, except that from and after the occurrence of a Bankruptcy Related Event (for so long as the TIFIA Loan is held by the TIFIA Lender or by another federal agency) the lien securing the TIFIA Loan will have pari passu status with the lien securing the Bonds (and any Additional Fixed Senior Obligations). Likewise, the TIFIA Obligations will be subordinated in right of payment to the obligations

59

arising under the Bonds, any Additional Fixed Senior Obligations and any Permitted Second Lien Obligations, except that from and after the occurrence of a Bankruptcy Related Event (for so long as the TIFIA Loan is held by the TIFIA Lender or another federal agency), the TIFIA Loan automatically will be equal in right of payment with the Bonds (and any Additional Fixed Senior Obligations), all in accordance with and subject to the terms of the Intercreditor Agreement. See “—the Intercreditor Agreement” and APPENDIX E –Summary of Certain Provisions of the Security Documents.”

Repayment Terms

During the construction period and up to five years after the Substantial Completion of the New Project Assets Date, no principal of, or interest on, the TIFIA Loan is payable, and interest on the TIFIA Loan will be accrued as principal during such period. Thereafter and for each payment period specified in the TIFIA Loan Agreement (each “Payment Period”), the debt service payable by the Company (the “scheduled debt service”) will fall into two categories (i) the mandatory portion of scheduled debt service, which is a payment unconditionally required to be paid in fixed amounts specified in the TIFIA Loan Agreement and (ii) the non-mandatory portion of scheduled debt service, which is a payment of interest and/or principal payable by the Company to the extent funds are available for such payment in accordance with the terms of the Collateral Agency Agreement.

During the Payment Period, the mandatory portion of scheduled debt service is payable by the Company in fixed amounts on each payment date. Specifically, such mandatory portion of scheduled debt service will consist of (i) for the sixth year following the Substantial Completion of the New Project Assets Date, 15% of the interest portion of the scheduled debt service as reflected in the Base Case Financial Model at Financial Close and shown in an Exhibit to the TIFIA Loan Agreement, (ii) for the seventh year following the Substantial Completion of the New Project Assets Date, 20% of the interest portion of the scheduled debt service as of such date as reflected in the Base Case Financial Model at Financial Close and shown in an Exhibit to the TIFIA Loan Agreement and (iii) from the eighth year through the thirteenth year following the Substantial Completion of the New Project Assets Date, 25% of the interest portion of the scheduled debt service as reflected in the Base Case Financial Model at Financial Close and shown in the TIFIA Loan Agreement.

Commencing on July 1, 2030, the fourteenth year following the Substantial Completion of the New Project Assets Date, the mandatory portion of scheduled debt service payable by the Company will equal 100% of the scheduled debt service due and payable as of each payment date.

During the Payment Period, total scheduled debt service is payable by the Company in an amount equal to (i) the principal portion of the TIFIA Loan scheduled to be paid under the TIFIA Loan Agreement plus interest accrued on the TIFIA Loan from the first day of such Payment Period to (but not including) the last day of such Payment Period minus (ii) the aggregate amount of the mandatory portion of scheduled debt service (if any) due and payable during such period on the TIFIA Loan; provided that the Company’s obligation to pay scheduled debt service with respect to any Payment Period will be applicable only if and to the extent funds are available on such date in accordance with the terms of the Collateral Agency Agreement; provided further that no mandatory portion of scheduled debt service constituting principal repayments will be payable by the Company (other than $10,000,000 in each of years 21 through 25 following the Substantial Completion of the New Project Assets Date) until the commencement of the Level Debt Service Period, as set forth in the TIFIA Loan Agreement. To the extent that the aggregate amount of TIFIA scheduled debt service actually paid during any Payment Period in accordance with the provisions thereof is less than the aggregate amount of the TIFIA scheduled debt service for such period determined as provided above, then the unpaid portion of such TIFIA scheduled debt service will, in the case of interest, be capitalized and added to the Outstanding TIFIA Loan Balance or, in the case of principal of the TIFIA Loan, deferred and added to the Outstanding TIFIA Loan Balance that will be repaid over the life of the TIFIA Loan.

Prepayment of TIFIA Loan The Company must mandatorily prepay all or a portion of the TIFIA Loan in the following instances:

(i) No later than thirty (30) days after any Calculation Date, commencing on the Debt Service Payment Commencement Date, the Company will furnish to the TIFIA Lender a certificate certifying as to the TIFIA Loan

60

Life Coverage Ratio as of such Calculation Date and for each future Calculation Date through the Final Maturity Date (based on a revenue forecast determined in accordance with a calculations and forecasting agreement to be executed on or about the Financial Close Date), together with reasonably detailed information and calculations attached thereto supporting such certification. If the certificate shows that the TIFIA Loan Life Coverage Ratio as of any Calculation Date is less than 1.30, the Company will, to the extent that the conditions to the distribution of funds in the Equity Lock-Up Account established under the Collateral Agency Agreement (except for the TIFIA Loan Life Coverage Ratio) have been satisfied, cause to be transferred from the Equity Lock-Up Account to the TIFIA Sinking Fund Account, an amount that is equal to the lesser of (1) the amount that is estimated to be necessary to increase the TIFIA Loan Life Coverage Ratio as of each Calculation Date to not less than 1.30 or (2) 100% of all funds on deposit in the Equity Lock-Up Account as of such Calculation Date (each a “TIFIA Sinking Fund Amount”). On each Calculation Date occurring thereafter until (and excluding) the first Calculation Date as of which the TIFIA Loan Life Coverage Ratio for all subsequent Calculation Dates is 1.30 or greater, the Company will continue to deposit additional TIFIA Sinking Fund Amounts into the TIFIA Sinking Fund Account in accordance with the immediately preceding sentence. The Company’s obligation to deposit TIFIA Sinking Fund Amounts will be subject to the availability of funds for such purpose in accordance with “PROJECT ACCOUNT AND FLOW OF FUNDS – Flow of Funds After Substantial Completion of the New Project Assets Date – Revenue Account.” If the TIFIA Loan Life Coverage Ratio is less than 1.30 as of two (2) consecutive Calculation Dates, the Company will instruct the Collateral Agent to withdraw funds then on deposit in the TIFIA Sinking Fund Account and apply such funds to the prepayment of the TIFIA Loan in an amount that is estimated to be necessary to increase such TIFIA Loan Life Coverage Ratio to 1.30, to the extent such funds are available, including deposits made in connection with the most recent Calculation Date. Provided that no event of default under the TIFIA Loan Agreement has occurred and is continuing, any amounts then on deposit in the TIFIA Sinking Fund Account that remain after such application to prepayment, including any funds then on deposit therein that cause the TIFIA Loan Life Coverage Ratio as of any Calculation Date to be 1.30 or greater, will be transferred in accordance with directions from the Company as provided in the Collateral Agency Agreement.

(ii) On the date on which amounts held in the Equity Lock-up Account are transferred to the Distribution Account due to the Company’s satisfaction of the TIFIA Restricted Payment Conditions for the first time, the Company will apply to the prepayment of the principal of the TIFIA Loan an amount equal to the lesser of (A) 7.5% of the amount held to the credit of the Equity Lock Up-Account and (B) the accrued interest added to the Outstanding TIFIA Loan Balance since the date of execution of the TIFIA Loan Agreement.

(iii) After the Final Completion Date, the Company may add to, refinance or replace the existing Senior Obligation for purposes not covered in clauses (a), (b) or (c) in “—TIFIA Loan—TIFIA Permitted Indebtedness,” so long as, among other conditions, at least 50% of the net proceeds (after repayment of any outstanding Senior Obligation refinanced with such Additional Senior Obligation and after any deposits required to satisfy any debt service reserve requirements, certain payments to VDOT required under the Comprehensive Agreement, and costs of issuance not to exceed 3% of the principal amount of such TIFIA Additional Permitted Indebtedness) of such TIFIA Additional Permitted Indebtedness is used to prepay the principal of TIFIA Loan in part or in whole. See “—TIFIA Additional Permitted Indebtedness.”

In addition, the Company has the right to prepay the TIFIA Loan in whole or in part (and if in part, the principal installments and amounts thereof to be prepaid will be determined by the Company; provided, however, that such prepayments must be in principal amounts of $1,000,000 or any integral multiple of $5,000 in excess thereof), at any time or from time to time, without penalty or premium, by paying to the TIFIA Lender such principal amount of the TIFIA Loan to be prepaid, together with the unpaid interest accrued on the amount of the principal so prepaid to the date of such prepayment. Each prepayment of the TIFIA Loan must be made on such date and in such principal amount as the Company specifies in a written notice delivered to the TIFIA Lender not less than 15 days or more than 30 days prior to the date set for prepayment.

TIFIA Revenue Sharing

On the last business day of each January on and after the Debt Service Payment Commencement Date, the Company will cause the TIFIA Loan to be prepaid by an amount equal to the lesser of (i) the amount remaining in the Revenue Account after giving effect to the payments in clauses first through fifteenth described in “PROJECT ACCOUNT AND FLOW OF FUNDS -- Flow of Funds After Substantial Completion of the New Project Assets

61

Date – Revenue Account” on such date and (ii) an amount equal to fifty percent (50%) of the amount by which the aggregate toll revenues derived from tolls for vehicular traffic using the Project that are deposited into the Revenue Account during the immediately preceding calendar year of the Company exceeds the projected toll revenues for such period set forth on a schedule attached to the TIFIA Loan Agreement (“TIFIA Revenue Sharing Amount”); provided, however, that the TIFIA Revenue Sharing Amount will be reset to $0 following each prepayment contemplated hereby, irrespective of whether a prepayment was calculated by reference to clause (i) or clause (ii) of this paragraph.

TIFIA Restricted Payment Conditions

For so long as any TIFIA Obligations remain outstanding, the Company may not make any equity distributions until the TIFIA Restricted Payment Conditions are satisfied.

TIFIA Additional Permitted Indebtedness

The Company will not incur TIFIA Additional Permitted Indebtedness except as otherwise summarized herein. “TIFIA Additional Permitted Indebtedness” means any borrowings permitted (or, in the case of clauses (c) and (d) below, not prohibited) under any loan agreement or similar document entered into by the Company in connection with the incurrence of TIFIA Additional Permitted Indebtedness, other than the Senior Loan Agreement, which TIFIA Additional Permitted Indebtedness may be made as follows:

(a) if the Company certifies to the TIFIA Lender, and the independent engineer confirms (1) that in its reasonable belief, remaining TIFIA Loan proceeds, together with other funds then available for the construction of the Project are not expected to be sufficient to complete construction of the Project by the Long Stop Date or to comply with obligations under the Material Project Contracts, and (2) that the additional investment is necessary to complete the construction of the Project or comply with obligations under the Material Project Contracts; provided that the aggregate principal amount of TIFIA Additional Permitted Indebtedness incurred pursuant to this clause (a) may not, without the prior written consent of the TIFIA Lender, exceed 5% of the maximum principal amount of the Bonds;

(b) refurbish, upgrade, modify, expand or add to the Project so long as, (1) such TIFIA Additional Permitted Indebtedness have an Investment Grade Rating and (2) the Company certifies to the TIFIA Lender, and the independent engineer confirms, that (A) there will be no fundamental change in the use of the Project, (B) the proceeds of such TIFIA Additional Permitted Indebtedness, together with other funds available, will be sufficient for the proposed purpose, and (C)(x) the additional investment is not expected to have a material adverse effect under the TIFIA Loan Agreement and (y) the Total Debt Service Coverage Ratio for each Calculation Period during the remaining term of the TIFIA Loan is not less than 1.20 (based on a certified revenue forecast prepared by the Company’s Traffic Auditor) and the TIFIA Loan Life Coverage Ratio, for each Calculation Date, after giving effect to such TIFIA Additional Permitted Indebtedness, as of such date is at least 1.30;

(c) refinance or replace the Senior Obligations, so long as, (1) such TIFIA Additional Permitted Indebtedness have an Investment Grade Rating, (2) the net proceeds thereof (after deducting any deposits required to satisfy any debt service reserve requirements and payment of costs of issuance not to exceed 3% of the principal amount of such TIFIA Additional Permitted Indebtedness) do not exceed the principal amount of the Senior Obligation outstanding and being refinanced or replaced and (3) Senior Debt Service, after the incurrence of such TIFIA Additional Permitted Indebtedness, in each year of the remaining term of the TIFIA Loan is forecast to be not more than the Senior Debt Service forecast for such year in the Base Case Projections; and

(d) subsequent to the Final Completion Date, add to, refinance or replace the existing Senior Obligation for purposes not covered in clauses (a), (b) or (c) above so long as (1) at least 50% of the net proceeds (after repayment of any outstanding Senior Obligation refinanced with such Additional Senior Obligation and after any deposits required to satisfy any debt service reserve requirements, certain payments to VDOT required under the Comprehensive Agreement, and costs of issuance not to exceed

62

3% of the principal amount of such TIFIA Additional Permitted Indebtedness) of such TIFIA Additional Permitted Indebtedness is used to prepay the principal of TIFIA Loan in part or in whole, (2) the TIFIA Additional Permitted Indebtedness have an Investment Grade Rating, (3) the Total Debt Service Coverage Ratio, for each Calculation Date, after giving effect to such TIFIA Additional Permitted Indebtedness, is forecast to be 1.25 or more for each year of the remaining term of the TIFIA Loan (based on annualized actual revenues for the prior 24-month period and a certified revenue forecast prepared by the Company’s Traffic Auditor), and (4) the TIFIA Loan Life Coverage Ratio, for each Calculation Date, after giving effect to such TIFIA Additional Permitted Indebtedness, as of such date is at least 1.30. Subject to the conditions contemplated in this clause (d), the balance of such net proceeds of any such TIFIA Additional Permitted Indebtedness may, at the option of the Company, be used to make a distribution to ERC Holdings;

provided that, (1) no event of default under the applicable senior loan agreement or the TIFIA Loan Agreement has occurred and is continuing, (2) each lender of any such TIFIA Additional Permitted Indebtedness (or an agent or trustee acting on its behalf) at the time of execution of any document with respect thereto, becomes a party to and be bound by the Intercreditor Agreement as a senior lender thereunder, (3) unless otherwise agreed by the TIFIA Lender, any such Additional Senior Obligation will bear interest at a fixed rate to the final maturity date thereof and (4) the TIFIA Project Life Coverage Ratio, for each Calculation Date, after giving effect to any TIFIA Additional Permitted Indebtedness described above in clauses (a), (b), (c) or (d), will be at least 2.40.

Oversight Covenant

If the Company fails for any twelve-month period to maintain (i) a Senior Debt Service Coverage Ratio at least equal to 1.25 in such year and (ii) a Total Debt Service Coverage Ratio at least equal to 1.10 in such year (the “Coverage Test”), or the forecasts furnished by the Company pursuant to the TIFIA Loan Agreement project that Net Cash Flow may be inadequate to satisfy the Coverage Test for the following twelve months, or if audited financial statements of the Company show that the Coverage Test was not satisfied for any year, the Company, upon the request of the TIFIA Lender, must (a) engage the Traffic Auditor to review and analyze the operations of the Project and recommend actions regarding revising the rates, changing the methods of operation or other actions to increase the Net Cash Flow as to satisfy the Coverage Test and (b) either implement the Traffic Auditor’s recommendations or undertake an alternative plan that the Traffic Auditor agrees is reasonably likely to generate equivalent or greater Net Cash Flow than the Traffic Auditor’s recommended actions; provided, that the Company will not be required to take any action that may result in a breach by the Company of its obligation to maintain and operate the Project at all times in compliance with the Comprehensive Agreement and the provisions of 23 U.S.C. § 166 and 23 U.S.C. § 129, successor provisions, and all regulations promulgated thereunder.

Minimum Debt to Equity Ratio

At the Substantial Completion of the New Project Assets Date, the ratio of (i) the principal amount of all initial Senior Obligations, Permitted Senior Lien Obligations and the TIFIA Loan then outstanding to (ii) the amount of all equity contributions made by the Equity Participants pursuant to the terms of the Equity Contribution Agreement (including amounts drawn from any Equity Letter of Credit supporting such equity commitment pursuant to the Equity Contribution Agreement or amounts drawn from any Sponsor Cash Collateral Account supporting such equity commitment pursuant to the Equity Contribution Agreement and the Collateral Agency Agreement) plus Project Revenues applied to pay Project Costs generated during the period through the Substantial Completion of the New Project Assets Date, including any amounts transferred from the Excess Net Revenue Account, will, at a minimum, be 80:20.

Liens; Adverse Amendments

The Company is not permitted to, without the prior written consent of the TIFIA Lender, either (i) extinguish the liens on the Collateral, except as provided under the Collateral Agency Agreement and other Security Documents, or (ii) amend, modify or supplement the Senior Loan Agreement, any Financing Document or Material Project Contract in a manner that could reasonably be expected to adversely affect the TIFIA Lender in connection with the TIFIA Loan except as permitted under the TIFIA Loan Agreement or by the Intercreditor Agreement.

63

Except as otherwise agreed by the TIFIA Lender in writing, the Company must provide to the TIFIA Lender copies of any proposed amendments to the Senior Loan Agreement, any Financing Document or Material Project Contract at least 30 days prior to the effective date thereof.

Conversion of Bonds to Variable Rate Bonds

The Company will not convert the Determination Method for the Bonds without the prior consent of the TIFIA Lender which will be granted or denied in its sole discretion.

Events of Default

The following events constitute events of default under the TIFIA Loan Agreement:

(i) Failure to pay any of the principal amount of or interest due and payable on the TIFIA Loan (including, without limitation, any mandatory prepayment required under the TIFIA Loan Agreement but excluding any scheduled debt service capitalized or deferred due to insufficient funds (a “Payment Default”); or

(ii) Failure by the Company to observe or perform any covenant, agreement or obligation of the Company under the TIFIA Loan Agreement, the related note or any Security Document (other than in the case of any Payment Default or any Development Default), and such failure is not cured within 30 days after receipt by the Company from the TIFIA Lender of written notice thereof; provided, however, that if such failure is capable of cure but cannot reasonably be cured within such 30-day period, then no event of default under the TIFIA Loan Agreement will be deemed to have occurred or be continuing under this provision if, and so long as within such 30-day period, the Company commences actions reasonably designed to cure such failure and diligently pursues such actions until such failure is cured; provided such failure must be cured not later than 180 days after initial date of such failure; or

(iii) A Development Default exists and is not cured within 30 days after receipt by the Company from the TIFIA Lender of written notice thereof; provided, however, that no event of default under the TIFIA Loan Agreement will be deemed to have occurred or be continuing by reason of such Development Default:

o if and so long as within such 30-day period the Company commences actions reasonably designed to achieve Substantial Completion of the Project on or prior to the Long Stop Date (as such date may be extended or amended from time to time in accordance with the Comprehensive Agreement), and diligently pursues such actions until Substantial Completion of the Project is achieved on or prior to such Long Stop Date; or

o if the then-applicable Long Stop Date will have been extended in accordance with the Comprehensive Agreement for a Force Majeure Event, a Delay Event or otherwise; provided that the Company is diligently performing the work so as to achieve Substantial Completion of the Project by no later than the Long Stop Date, as extended; or

(iv) Any of the representations, warranties or certifications of the Company made in or delivered pursuant to the TIFIA Loan Agreement, the related note or any Security Document prove to be (or to have been) false or misleading in any material respect when made and such failure is not cured within 30 days after receipt by the Company from the TIFIA Lender of written notice thereof; or

(v) Any acceleration (which has not been waived or rescinded) occurs with respect to the maturity of any Senior Obligations or of any other indebtedness of the Company in an aggregate principal amount equal to or greater than $2,500,000 that is senior to, or in parity with, the TIFIA Loan in right of payment or in right of security, or any such Senior Obligation or other indebtedness will not be paid in full upon the final maturity thereof; or

(vi) Any of the representations, warranties or certifications of the Company made in or delivered pursuant to the Senior Loan Agreement, the Security Documents or made in or delivered pursuant to the documents (the

64

“Other Loan Documents”) under which any other indebtedness of the Company in an aggregate principal amount equal to or greater than $2,500,000 (“Other Material Indebtedness”) is created or incurred, prove to be false or misleading in any material respect (each a “Misrepresentation Default”), or any default occurs in respect of the performance of any covenant, agreement or obligation of the Company under such agreements (each a “Covenant Default”), and, in either case, such default continues after the giving of any applicable notice and the expiration of any applicable grace period specified in the Senior Loan Agreements, Security Documents or Other Loan Documents with respect to such default, if the effect of such Misrepresentation Default or Covenant Default is to permit the immediate acceleration of the maturity of any or all of the underlying obligations and, the Company has failed to cure such Misrepresentation Default or Covenant Default or to obtain an effective written waiver thereof within 30 days after receipt of written notice thereof from the TIFIA Lender; or

(vii) Default in the timely performance of any covenant, agreement or obligation under any Financing Document or Material Project Document (other than a Senior Loan Agreement or the Security Documents) is terminated prior to its scheduled expiration, unless, in any case, such default or termination could not reasonably be expected to have a material adverse effect under the TIFIA Loan Agreement, and, with respect to such a default, such default is continuing after the giving of any applicable notice and the expiration of any applicable grace period specified in the applicable Financing Document or Material Project Agreement, the Company has failed to cure such default or to obtain an effective written waiver thereof, or to obtain an effective revocation of such termination (as the case may be), within 30 days after receipt of written notice thereof from the TlFIA Lender; provided, however, that no event of default under the TIFIA Loan Agreement will be deemed to have occurred or be continuing under this provision if such Financing Document or Material Project Document (other than the Comprehensive Agreement) is replaced by a replacement agreement between the Company and another counterparty (with similar or greater creditworthiness and experience as the counterparty being so replaced) or otherwise reasonably acceptable to the TIFIA Lender on substantially the same terms and conditions as in such Financing Document or Material Project Document otherwise reasonably acceptable to the TIFIA Lender; or

(viii) one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 and not otherwise covered by insurance is rendered against the Company, which remains undischarged for a period of 30 consecutive days during which execution will not be effectively stayed, or any action will be legally taken by a judgment creditor to attach or levy upon any assets of the Company to enforce any such judgment; or

(ix) a Change in Control with respect to the Company occurs, which has not been waived or consented to by VDOT under the Comprehensive Agreement or is otherwise not permitted hereunder; or

(x) the Company fails to maintain its existence as a Delaware limited liability company; or

(xi) a required equity contribution under the Equity Contribution Agreement is not made when and in the amount required; or

(xii) a Bankruptcy Related Event occurs; or

(xiii) the Company abandons the Project; or

(xiv) any of the events described under the definition of the term “Bankruptcy Related Event” occurs with respect to any Equity Participant;

(xv) the Comprehensive Agreement expires or terminates (whether by reason of a default thereunder or by mutual agreement of the parties thereto or otherwise), or for any reason ceases to be in full force and effect; or

(xvi) construction or operation of the Project ceases for a continuous period of not less than 180 days unless such cessation of operations occurs by reason of an uncontrollable force or other Delay Event and either

65

(A) the Company has in force an insurance policy or policies under which the Company is entitled to recover substantially all Senior Debt Service, debt service on Permitted Second Lien Obligations, TIFIA Debt Service and costs and expenses of the Company during such cessation of operations or be entitled to payments from VDOT for Compensation Events pursuant to the Comprehensive Agreement or (B) VDOT has agreed to an extension due to a force majeure event, the Company will have raised sufficient money to pay all Senior Debt Service, debt service on Permitted Second Lien Obligations, TIFIA Debt Service and costs and expenses of the Company during such cessation of operations and the Company diligently restores any physical damage or destruction to the Project; provided that if such failure is also a Development Default, the Company will have the right to cure such failure pursuant to the terms of the TIFIA Loan Agreement.

Remedies

If an event of default under the TIFIA Loan Agreement consisting of a Development Default, a Bankruptcy Related Event or the Company’s abandonment of the Project, all obligations of the TIFIA Lender with respect to the disbursement of any undisbursed proceeds of the TIFIA Loan will be deemed terminated.

Upon the occurrence of a Bankruptcy Related Event, all obligations of the TIFIA Lender with respect to the disbursement of any undisbursed proceeds of the TIFIA Loan will automatically be deemed terminated, and the unpaid principal amount of the TIFIA Loan, together with interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under the TIFIA Loan Agreement, the related note and the Security Documents, will automatically become immediately due and payable, without presentment, demand, notice, declaration, protest or other requirements of any kind.

Upon the occurrence of any other event of default under the TIFIA Loan Agreement, the TIFIA Lender, by written notice to the Company, may (A) suspend or terminate all of its obligations under the TIFIA Loan Agreement with respect to the disbursement of any undisbursed amounts of the TIFIA Loan and (B) declare the unpaid principal amount of the TIFIA Loan to be, and the same will thereupon become, immediately due and payable, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under the TIFIA Loan Agreement, the related note and the Security Documents, all without presentment, demand, notice, protest or other requirements of any kind.

Whenever any event of default has occurred and is continuing, the TIFIA Lender will be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of any sums due and unpaid under the TIFIA Loan Agreement or under the TIFIA Note or the Security Documents, and may prosecute any such judgment or final decree against the Company and collect in the manner provided by law out of the property of the Company the monies adjudged or decreed to be payable, and the TIFIA Lender will have all of the rights and remedies of a secured creditor under the Uniform Commercial Code and may take such other actions at law or in equity as may appear necessary or desirable to collect all amounts payable by the Company under the TIFIA Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under the TIFIA Loan Agreement or the Security Documents; provided that the exercise of the foregoing remedies upon an event of default is subject to the provisions of the Intercreditor Agreement.

Whenever any event of default has occurred and is continuing, the TIFIA Lender may suspend or debar the Company from further participation in any Government program administered by the TIFIA Lender and to notify other departments and agencies of such default.

VDOT Funding

The Comprehensive Agreement provides that on or before the Financial Close Date, VDOT will deposit the Public Funds Amount into trust account held by the GARVEE Trustee under the GARVEE Indenture. The Public Funds Amount will be adjusted, upward or downward, based on (i) the movement, if any, in the benchmark interest rates between the Agreement Date and the Financial Close Date, (ii) the change in the TIFIA credit assistance amount between the Agreement Date and the Financial Close Date and (iii) the all-in cost of borrowing of funds to replace a decrease in the Benchmark TIFIA Credit Assistance Amount or a reduction in the all-in cost of borrowing

66

of funds projected to be borrowed in the initial Base Case Financial Model, but replaced by funds available as a result of an increase in the Benchmark TIFIA Credit Assistance Amount. The Company and VDOT will adjust the initial Base Case Financial Model on the Financial Close Date to reflect the changes (if any) in the benchmark interest rates and the Benchmark TIFIA Credit Assistance Amount. If the amount of TIFIA credit assistance available as of the Financial Close Date is lower than the Benchmark TIFIA Credit Assistance Amount, the Company is required to use commercially reasonable efforts to fund the shortfall amount by raising additional Company debt and Committed Investments pursuant to the initial Base Case Financial Model, and to the extent the Company is unable to raise additional Company debt and Committed Investments to fund the entire amount of the shortfall, the Public Funds Amount will be increased to fund such shortfall amount. The Comprehensive Agreement provides that any interest earned in the account into which the Public Funds Amount is deposited will be available for disbursement to the Company.

Calculation of Adjustment in Public Funds Amount. VDOT and the Company will use the initial Base Case Financial Model, as so adjusted, to calculate the change, positive or negative, in the Public Funds Amount, and will apply such change using the following protocol: (1) adjust the initial Base Case Financial Model by updating the benchmark interest rates as of the Financial Close Date and calculating the adjustment to the Public Funds Amount such that the Equity IRR is equal to the Equity IRR in the initial Base Case Financial Model; and (2) thereafter, if the amount of TIFIA credit assistance is different compared to the Benchmark TIFIA Credit Assistance Amount, further adjust the initial Base Case Financial Model by (A) updating for the amount of Company debt that was expected to be issued if TIFIA credit assistance equal to the Benchmark TIFIA Credit Assistance Amount had been made available and observing the resulting Equity IRR (“Adjusted Initial Equity IRR”) and (B) further updating for the actual amounts of each type of Company debt and Committed Investments issued or committed at Financial Close and calculating the adjustment to the Public Funds Amount such that the Equity IRR is equal to the Adjusted Initial Equity IRR. In no event will a change in the Public Funds Amount result in an adjusted Public Funds Amount that is less than $312,000,000.

Deposit or Return of Additional Amounts. In the event the Public Funds Amount is increased as a result of any such adjustments, VDOT is required to deposit such additional amounts into the VDOT funding account within 180 days of the Financial Close Date. In the event the Public Funds Amount is decreased as a result of any such adjustments, the Trustee shall be notified to make available to VDOT such amount from the VDOT funding account within 10 days after the Financial Close Date.

Termination for Excess Interest Rate and TIFIA Credit Assistance Fluctuation. If the adjustment in the benchmark interest rates and adjustment in the amount of TIFIA credit assistance results in the aggregate in an adjusted Public Funds Amount greater than $412,000,000, VDOT will have the right in its sole discretion to terminate the Comprehensive Agreement and the other Project agreements to which it is a party, unless the Company elects to assume the cost and expense of the portion of such adjustment in excess of $412,000,000, in which case VDOT will no longer have the right to terminate the Comprehensive Agreement. If the Company does not elect to assume such cost and expense and VDOT elects to terminate the Comprehensive Agreement, VDOT must provide written notice of termination to the Company, and such termination would be effective immediately upon delivery thereof, and VDOT is required to pay to the Company certain non-financial close termination amounts in accordance with the Comprehensive Agreement.

Disbursement of Public Funds Amount. The Public Funds Amount will be disbursed by VDOT not more frequently than monthly pursuant to a written request that the Company must submit satisfying certain requirements set forth in the Comprehensive Agreement. If VDOT determines that any portion of a disbursement request is not eligible for funding, VDOT may disapprove the funds requested corresponding to such portion of the disbursement request. These disbursement procedures are not applicable to a mobilization payment in the amount of $147,409,000, which is part of the Public Funds Amount. An amount equal to 50% of the mobilization payment will be disbursed by VDOT following issuance by VDOT of a notice to proceed for the design and/or construction of the Project, and the other 50% of the mobilization payment will be disbursed following the beginning of the month following receipt of payment of the first 50% of the mobilization payment, in each case, after submittal of an invoice by the Company and in accordance with the Comprehensive Agreement.

67

Capital Contributions

Aggregate Capital Commitment

Each Equity Participant agrees to provide as required pursuant to the Equity Contribution Agreement its pro rata share of the sum of the Base Capital Commitment and the Contingent Capital Commitment (the “Aggregate Capital Commitment”), as calculated on the date of issuance of the Bonds, based on such Equity Participant’s ownership interest in ERC Holdings. The Aggregate Capital Commitment is expected to be approximately $272,467,000 (adjusted as described herein).

The Equity Participants are not required to contribute equity funds in excess of each Equity Participant’s pro rata share of the Aggregate Capital Commitment. Each Equity Participant is responsible for fifty percent (50%) of the Aggregate Capital Commitment (its “Percentage Interest”) and such obligations of the Equity Participants are several, not joint and several. No contribution either alone or in the aggregate will exceed each Equity Participant’s Percentage Interest of the Aggregate Capital Commitment.

Base Capital Contributions

In the event of that, on each monthly funding date occurring on or prior to the Substantial Completion of the New Project Assets Date, there are insufficient funds (after giving effect to the withdrawals required to be made on such date as set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” and after taking into account funds available for such payments in the Construction Account and all sub-accounts thereof and amounts available in the Excess Net Revenue Account pursuant to the Collateral Agency Agreement) to pay Project Costs, reserve appropriate amounts of funds for interest payments due on the next succeeding Calculation Date, fund any shortfall in the Debt Service Reserve Required Balance (if required), or to pay other Project Costs as set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” (such insufficiency, a “Funding Insufficiency”), each Equity Participant is required to cause to be made to the Company a capital contribution (each a “Base Capital Contribution”) equal to such Equity Participant’s Percentage Interest of such Funding Insufficiency as of such monthly funding date. The aggregate Base Capital Commitment of the Equity Participants at any given time is expected to be approximately $221,043,000, less all Base Capital Contributions previously made by the Equity Participants at such time (each Equity Participant’s Percentage Interest of such aggregate amount, its “Base Capital Commitment”). Such Base Capital Commitments will be supported by Equity Letters of Credit and/or by depositing cash into a Base Cash Collateral Accounts in the aggregate amount of such Equity Participant’s outstanding Base Capital Commitment. In addition, prior to the Substantial Completion of the New Project Assets Date, if there has been an acceleration of all amounts then due and payable on the Bonds as a result of an event of default under the Financing Documents, the Equity Participants are required to make contributions of the portion of their then available Base Capital Commitments not previously contributed.

In addition, the Equity Participants may make certain additional capital contributions as required or permitted by the Equity Contribution Agreement, the Collateral Agency Agreement and the limited liability company operating agreement of ERC Holdings.

Upon the occurrence of a Base Overfunding (certified by the applicable Equity Participant absent manifest error), the Collateral Agent may be directed by such Equity Participant to reduce the relevant Equity Letters of Credit and/or release monies on deposit in the relevant Base Cash Collateral Account to the applicable Equity Participant.

Contingent Capital Contributions and Project Revenues During Construction

Unless VDOT exercises its option under the CA Amendment to delay tolling, the Company is scheduled to commence tolling on the Existing Project Assets no later than September 30, 2012. The Company currently estimates that during the period from September 30, 2012 through December 31, 2016 (the “Scheduled Substantial

68

Completion of the New Project Assets Date”) the Company will collect approximately $368,212,000 in toll revenues or, if VDOT exercises its option to postpone tolling, an equivalent value in compensation payments from VDOT.

A portion of such toll revenues (or compensation payments) received prior to the Substantial Completion of the New Project Assets Date is expected to be used to fund Project Costs, including debt service on the Series 2012 Bonds during construction. To offset any shortfall in anticipated toll revenues during such period, the Equity Participants have provided, pursuant to the terms of the Equity Contribution Agreement, Contingent Capital Commitments in an aggregate amount equal to 22% of projected construction period revenues less budgeted O&M Expenditures for the period from the date the Company is scheduled to commence tolling on the Existing Project Assets to the Scheduled Substantial Completion of the New Project Assets Date in each case as set forth in the Base Case Financial Model provided at Financial (each Equity Participant’s Percentage Interest of such aggregate amount, its “Contingent Capital Commitment”). Such Contingent Capital Commitments will be supported by Equity Letters of Credit and/or by depositing cash into a Contingent Cash Collateral Account in the aggregate amount of such Equity Participant’s outstanding Contingent Capital Commitment. In the event that actual Project Revenues less actual O&M Expenditures plus available amounts in the Excess Net Revenue Account is less than the projected Project Revenues less budgeted O&M Expenditures in the Base Case Financial Model provided at Financial Close (the amount of such shortfall, a “Revenue Shortfall”) for any calculation period, capital contributions (the “Contingent Capital Contributions”) shall be deposited into the Project Revenue Sub-Account of the Construction Account at the end of each month; such Contingent Capital Contributions will be in an amount equal to such Equity Participant’s Percentage Interest of such Revenue Shortfall.

At the end of each month following the scheduled commencement of tolling of the Existing Project Assets until the Scheduled Substantial Completion of the New Project Assets Date, the Contingent Capital Commitment of each Equity Participant will be reduced in an amount equal to such Equity Participant’s Percentage Interest of the amount that the Contingent Capital Commitment of all Equity Participants on such date exceeds 22% of projected revenues less budgeted O&M Expenditures, in each case, through the Scheduled Substantial Completion of the New Project Assets Date. Upon the occurrence of a Contingent Overfunding (as certified by the applicable Equity Participant absent manifest error), the Collateral Agent may be directed by such Equity Participant to reduce the relevant Equity Letters of Credit and/or release monies on deposit in the relevant Contingent Cash Collateral Account to the applicable Equity Participant.

In addition, prior to the Substantial Completion of the New Project Assets Date, if there has been an acceleration of all amounts then due and payable on the Bonds as a result of an event of default under the Financing Documents, the Equity Participants are required to make contributions of the portion of their then available Contingent Capital Commitments not previously contributed.

To the extent that, pursuant to the Collateral Agency Agreement, funds are drawn from the Excess Net Revenue Account to pay Project Costs, such payments, if and when made, will constitute capital contributions of the Equity Participants and will reduce the Equity Participants’ Contingent Capital Commitment.

Letters of Credit and Sponsor Cash Collateral Accounts

Each Equity Participant is required to secure its obligation to meet its Base Capital Contribution and its Contingent Capital Contribution, as applicable, by providing to the Collateral Agent irrevocable standby letters of credit from one or more Acceptable Banks, the reimbursement obligations with respect to which will not be recourse to the Company (each an “Equity Letter of Credit”), (1) in an amount equal to the Equity Participant’s outstanding Base Capital Commitment and (2) in an amount equal to the Equity Participant’s outstanding Contingent Capital Commitment, in each case, as of the relevant date of delivery of such Equity Letter of Credit. An Acceptable Bank is a financial institution with a minimum credit rating of at least: “A-” by S&P; “A3” by Moody’s or “A-” by Fitch (or equivalent). In the event that an Equity Participant fails to fully perform its obligation to provide funds within two business days of the due date for such performance, the Collateral Agent will be required to draw on the applicable Equity Letters of Credit an amount equal to the shortfall amount necessary to satisfy the obligations of such Equity Participant, subject to the provisions of Equity Contribution Agreement and such Equity Letters of Credit.

69

If a ratings action is taken with respect to the bank providing an Equity Letter of Credit such that such bank fails to satisfy the requirements of an Acceptable Bank, the Equity Participant will be required, within 45 days of such failure, to replace such Equity Letter of Credit with a new Equity Letter of Credit from a bank that is an Acceptable Bank. If the Equity Letter of Credit has an expiration date or terminates prior to the Substantial Completion of the New Project Assets Date (other than because the Equity Participant satisfies its obligations) such Equity Participant will be required to replace the applicable Equity Letter of Credit with a new Equity Letter of Credit at least 30 days prior to the stated expiry date of the existing Equity Letter of Credit and such new Equity Letter of Credit will be in an amount equal to at least the amount of such Equity Participant’s remaining Base Capital Commitment or Contingent Capital Commitment, as applicable. If an Equity Participant fails to deposit a new Equity Letter of Credit with the Collateral Agent in either scenario described in the two immediately preceding sentences, the full undrawn amount of such Equity Letter of Credit, up to the amount of such Equity Participant’s Base Capital Commitment or Contingent Capital Commitment, as applicable, will be drawn by the Collateral Agent and deposited into the Subordinated Debt and Equity Sub-Account of the Construction Account.

At the option of an Equity Participant, an Equity Participant may satisfy all or a portion of its obligation to secure its obligation to make its Base Capital Contributions and/or its Contingent Capital Contributions when required pursuant to the Equity Contribution Agreement by depositing amounts in cash into a Base Cash Collateral Account or Contingent Cash Collateral Account (as applicable), provided that, as of any date of determination, (i) amounts on deposit in the relevant Base Cash Collateral Account plus the amounts available under such Equity Participant’s Equity Letters of Credit relating to its Base Capital Commitment equal such Equity Participant’s Base Capital Commitment and (ii) amounts on deposit in the relevant Contingent Cash Collateral Account plus the amounts available under such Equity Participant’s Equity Letters of Credit relating to its Contingent Capital Commitment equal such Equity Participant’s Contingent Capital Commitment. An Equity Participant may withdraw interest income from its Base Cash Collateral Account or Contingent Cash Collateral Account if the conditions described under “PROJECT ACCOUNTS AND FLOW OF FUNDS—Project Accounts—Description of Project Accounts—Sponsor Cash Collateral Accounts” are met.

If at any time the amounts on deposit in the relevant Base Cash Collateral Account plus the amounts available under such Equity Participant’s Equity Letters of Credit relating to its Base Capital Commitment exceed such Equity Participant’s Base Capital Commitment (the amount of such excess, a “Base Overfunding”), the Collateral Agent may be directed by such Equity Participant to reduce the relevant Equity Letters of Credit and/or release monies on deposit in the relevant Base Cash Collateral Account to or at the direction of such Equity Participant in an amount not to exceed the Base Overfunding. If at any time the amounts on deposit in the relevant Contingent Cash Collateral Account plus the amounts available under such Equity Participant’s Equity Letters of Credit relating to its Contingent Capital Commitment exceed such Equity Participant’s Contingent Capital Commitment (the amount of such excess, a “Contingent Overfunding”), the Collateral Agent may be directed by such Equity Participant to reduce the relevant Equity Letters of Credit and/or release monies on deposit in the relevant Contingent Cash Collateral Account to or at the direction of such Equity Participant in an amount not to exceed the Contingent Overfunding.

If there has been an acceleration of all amounts then due and payable on the Bonds as a result of an event of default under the Financing Documents, the Collateral Agent is authorized to draw the full undrawn amount of the Equity Letters of Credit and/or draw all the amounts then on deposit in the applicable Sponsor Cash Collateral Accounts, in the aggregate not to exceed the amount of such Equity Participant’s Base Capital Commitment or Contingent Capital Commitment, as applicable, and deposit such amounts, which, for each Equity Participant, shall equal the sum of each Equity Participant’s Base Capital Commitment as of such date and Contingent Capital Commitment as of such date, into the Subordinated Debt and Equity Sub-Account of the Construction Account.

Currently, Macquarie Holdings intends to arrange for the delivery of a letter of credit to be issued by Bank of Montreal (“BMO”), 100 King Street West, First Canadian Place, 4th Floor, Toronto, ON M5X 1H3. BMO’s senior debt rating is rated Aa2, A+ and AA- with stable outlook by Moody’s, S&P and Fitch, respectively. Total assets of BMO Financial Group were CAD 477 billion at October 31, 2011. More information can be found on: www.bmo.com or more specifically http://www.bmo.com/home/about/banking/investor-relations/financial-information/credit-ratings (this inactive textual reference is not a hyperlink and the website is not incorporated herein).

70

Currently, Skanska ID ERC Holdings intends to arrange for the delivery of a letter of credit to be issued by Svenska Handelsbanken, acting through its New York Branch. Svenska Handelsbanken is rated Aa2, AA- and AA by Moody’s, S&P and Fitch respectively. Svenska Handelsbanken is on watch with Moody’s. More information on Svenska Handelsbanken may be found at http://www.handelsbanken.se/shb/inet/icentrb.nsf/ vlookupfirstpage/handelsbankenrb (this inactive textual reference is not a hyperlink and the website is not incorporated herein).

PROJECT ACCOUNTS AND FLOW OF FUNDS

Project Accounts

The following accounts will be established and created under the Collateral Agency Agreement in the name of the Collateral Agent (such accounts, all sub-accounts thereof established and created from time to time as Project Accounts pursuant to the Collateral Agency Agreement, and the Operating Account, the “Project Accounts”):

(i) the Revenue Account;

(ii) the Loss Proceeds Account;

(iii) the Construction Account;

(iv) the Excess Net Revenue Account;

(v) the Construction Reserve Account;

(vi) the Debt Service Reserve Account;

(vii) the Major Maintenance Reserve Account;

(viii) the Equity Lock-up Account;

(ix) the Interest Payment Account;

(x) the Principal Payment Account;

(xi) the TIFIA Sinking Fund Account;

(xii) the TIFIA Payment Account;

(xiii) the Department Revenue Sharing Reserve Account;

(xiv) the Assigned Gross Revenue Sharing Account;

(xv) the Skanska Base Cash Collateral Account;

(xvi) the Skanska Contingent Cash Collateral Account;

(xvii) the MIP Base Cash Collateral Account and the MSAM Base Cash Collateral Account;

(xviii) the MIP Contingent Cash Collateral Account and the MSAM Contingent Cash Collateral Account;

(xix) the Concessionaire Damages Account; and

(xx) the Distribution Account.

71

The above Project Accounts, including all sub-accounts thereof, described in clauses (i) through (xix) will be securities accounts. The Distribution Account will be a Project Account, but shall not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties. In addition, the Company will establish a handback reserve fund that will be for the sole and exclusive benefit of VDOT (the “Handback Reserve Account”) and funded in accordance with the terms of the Comprehensive Agreement. The Handback Reserve Account will not be a Project Account and will not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties.

Description of Project Accounts

The following is a description of each of the Project Accounts:

Revenue Account. After the Substantial Completion of the New Project Assets Date, except for amounts to be deposited in other Project Accounts pursuant to the terms of the Collateral Agency Agreement, including but not limited to Project Revenues to be deposited into the Department Revenue Sharing Reserve Account as described below, the Company will promptly deposit or cause to be deposited into the Revenue Account all Project Revenues and all other amounts received by the Company from any other source whatsoever. Pending such deposit, the Company will hold all such amounts coming into its possession in trust for the benefit of the Secured Parties.

Subject to “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” and the application of funds after an enforcement action as described in “—Application of Proceeds following an Enforcement Action” below, after the Substantial Completion of the New Project Assets Date, the Collateral Agent will make withdrawals, transfers and payments from the Revenue Account in the amounts, at the times and only for the purposes specified in the Collateral Agency Agreement. Such withdrawals, transfers and payments will be made in the order of priority set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date –Revenue Account” below.

Concessionaire Damages Account. If the Company receives an upfront, lump sum payment of Tolling Deferral Damages or Company Damages in respect of the actual and estimated loss, prior to Substantial Completion of the New Project Assets Date, of the Company’s future Project Revenues, such amount is required to be deposited into the Concessionaire Damages Account; provided, that, the Company is required to provide to the Collateral Agent (for subsequent dissemination to the Secured Creditors) a calculation in reasonable detail showing the future years (on a monthly basis) for which such amount is calculated to be paid as compensation in respect of the loss of Project Revenues (which calculation shall be accompanied by any report of a traffic advisor or such other evidence showing the basis for such calculation). The Company’s certification and the calculations therein will not be subject to dispute and will be binding on the Trustee (on behalf of the Bondholders), the TIFIA Lender and any Additional Permitted Creditor absent manifest or clerical error. In the event that such amount is deposited into the Concessionaire Damages Account, as of the commencement of each month prior to Substantial Completion of the New Project Assets Date with respect to which such compensation is calculated to be paid, at the Company’s written request, the portion thereof constituting Tolling Damages or Company Damages for the loss of Project Revenues for such month, together with interest or other earnings accrued thereon from the date of deposit, are required to be transferred from the Concessionaire Damages Account to the Revenue Account or the Project Revenue Sub-Account of the Construction Account, as the case may be, and applied in accordance with the Collateral Agency Agreement.

If the Company receives an upfront, lump sum payment of Company Damages in respect of the actual and estimated loss, after Substantial Completion of the New Project Assets Date, of the Company’s future Project Revenues, such amount is required to be deposited into the Concessionaire Damages Account; provided, that the Company will provide to the Collateral Agent (for subsequent dissemination to the Secured Creditors) a certification showing (i) the future years (on a monthly basis) with respect to which such amount is calculated to be paid as compensation in respect of the loss of Project Revenues and (ii) with respect to the years with respect to which Company Damages are being paid, the amount of debt service projected to be then due and payable on the Bonds, and the portion of Project Revenues that would have been applied to the payment of debt service with respect to such indebtedness had the event which gave rise to the Company Damages not occurred (with respect to such indebtedness, the Applicable Prepayment Amount), as determined by reference to the Base Case Financial Model. The Company’s certification and the calculations therein will not be subject to dispute and will be binding on the Trustee (on behalf of the Bondholders), the TIFIA Lender and any Additional Permitted Creditor absent manifest or

72

clerical error. The Company will apply Company Damages received by it to cause the extraordinary mandatory redemption of any Bonds then outstanding, in the Applicable Prepayment Amount. Company Damages remaining after the application of amounts as described above will be deposited to the Revenue Account of the Construction Account. At the beginning of each month with respect to which Company Damages were paid, at the Company’s written request, the portion thereof constituting Company Damages for the loss of Project Revenues for such month, together with interest or other earnings accrued thereon from the date of deposit, will be transferred to the Revenue Account.

Loss Proceeds Account. All Loss Proceeds received by the Company (other than in respect of business interruption or casualty loss proceeds involving a casualty loss of less than $5,000,000, adjusted annually by the percentage increase in the consumer price index, which are to be paid directly to the Revenue Account) are to be paid directly into the Loss Proceeds Account. Except in connection with the application of funds after an enforcement action as described in “—Application of Proceeds following an Enforcement Action,” amounts on deposit in the Loss Proceeds Account will, subject to the requirements of the Comprehensive Agreement, be withdrawn and paid as follows: first, until all required amounts have been utilized as contemplated in this clause first, to the Company to pay the costs of any restoration of the Project or any portion thereof in accordance with the Comprehensive Agreement and, to the extent applicable, the Financing Documents; second, until all required amounts have been utilized as contemplated in this clause second, to the extent applicable, to the Senior Creditors in fulfillment of the Company’s mandatory redemption obligations under the applicable Financing Documents; and third, in the case of any remaining monies, to the Revenue Account.

Construction Account. The following separate Project Accounts will be established and created within the Construction Account in the name of the Collateral Agent:

(a) the PABs Sub-Account;

(b) the Project Revenue Sub-Account;

(c) the Subordinated Debt and Equity Sub-Account;

(d) the Department Funding Sub-Account; and

(e) the TIFIA Sub-Account.

Prior to the Substantial Completion of the New Project Assets Date, Project Costs will be paid from the sub-accounts, as described below. The Company may open new sub-accounts of the Construction Account by providing to the Collateral Agent instructions in respect of the same for the purpose of depositing the proceeds of any Additional Permitted Indebtedness.

(f) PABs Sub-Account. The net proceeds of the Bonds will be deposited on the Financial Close Date into the PABs Sub-Account as provided by the Indenture. The PABs Sub-Account will be maintained in order to account for the receipt and disbursement of proceeds (and all earnings thereon) of the Bonds, including but not limited to, the payment of, or reimbursement for a prior payment of, costs of issuance of the Series 2012 Bonds and Project Costs incurred prior to the Substantial Completion of the New Project Assets Date, as permitted by the Code and the Tax Certificate. The lien on the amounts in the PABs Sub-Account (and all earnings thereon) will apply only to the Senior Loan Agreement and the related interest of the Trustee and the Owners of the Bonds, and such amounts will be solely for the benefit of the Trustee on behalf of the Owners of the Bonds until such funds have been disbursed in accordance with the terms of the Collateral Agency Agreement. This exclusive lien will continue upon the occurrence and during the continuance of a Bankruptcy Related Event. The Company will request disbursement of funds from the PABs Sub-Account (or any other account within the Construction Account containing proceeds of Additional Fixed Senior Obligations) from time to time by delivering to the Collateral Agent (with a copy to the Trustee and the TIFIA Lender), a requisition signed by an authorized officer of the Company, together, solely in respect of Project Costs to be financed with proceeds deposited in the PABs Sub-Account (or any other account within the Construction Account containing proceeds of Additional Fixed Senior Obligations) as part of any such request, with a certificate of the technical advisor.

73

(g) Project Revenue Sub-Account. Prior to the Substantial Completion of the New Project Assets Date, the Collateral Agent will deposit the following funds into the Project Revenue Sub-Account promptly upon receipt thereof: (a) except for amounts to be deposited in other Project Accounts pursuant to the Collateral Agency Agreement, including but not limited to Project Revenues to be deposited into the Department Revenue Sharing Reserve Account as described below, all Project Revenues received prior to the Substantial Completion of the New Project Assets Date, (b) any delay-related liquidated damages received in connection with any Material Project Contract prior to the Substantial Completion of the New Project Assets Date, (c) any proceeds of Contingent Capital Contributions contributed pursuant to the Equity Contribution Agreement, including the proceeds of any drawing on any Equity Letter of Credit and/or any draw on any Contingent Cash Collateral Account with respect to such Contingent Capital Contributions, and (d) any other amounts not otherwise specified to be deposited in any other Project Account. Pending such deposit, the Company will hold all such amounts coming into its possession in trust for the benefit of the Secured Parties.

Subject to “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” and the application of funds after an enforcement action as described in “—Application of Proceeds following an Enforcement Action” below, prior to the Substantial Completion of the New Project Assets Date, the Collateral Agent will make withdrawals, transfers and payments from the Project Revenue Sub-Account in the amounts, at the times and only for the purposes specified in the Collateral Agency Agreement. Such withdrawals, transfers and payments will be made in the order of priority set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” below.

(h) Subordinated Debt and Equity Sub-Account. The Collateral Agent will deposit the proceeds of Base Capital Contributions made in accordance with the Equity Contribution Agreement, including the proceeds of any drawing on any Equity Letter of Credit and/or any draw on any Base Cash Collateral Account with respect to such Base Capital Contribution and the proceeds of certain Contingent Capital Contributions made in accordance with the Equity Contribution Agreement, into the Subordinated Debt and Equity Sub-Account. Monies representing Base Capital Contributions in the Subordinated Debt and Equity Sub-Account will be used, to the extent that funds on deposit or credited to the PABs Sub-Account, the Project Revenue Sub-Account (after giving effect to the withdrawals required to be made on such date pursuant to “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” below), the TIFIA Sub-Account, the Department Funding Sub-Account, any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness and the Excess Net Revenue Account are insufficient, to pay Project Costs then due and payable. The Company will request disbursement of such funds from the Subordinated Debt and Equity Sub-Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below.

(i) Department Funding Sub-Account. The Public Funds Amount received from VDOT will be deposited in the Department Funding Sub-Account. At any time and at the Company’s election, amounts in the Department Funding Sub-Account will be disbursed into the Operating Account as payment for or reimbursement of certain Project Costs paid by or on behalf of the Company, in accordance with the terms of the Comprehensive Agreement. The Company will request disbursement of such funds from the Department Funding Sub-Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below.

(j) TIFIA Sub-Account. The Company will deposit or cause to be deposited into the TIFIA Sub-Account the net proceeds of each draw from the TIFIA Loan on the respective funding date of such draw. Monies on deposit in the TIFIA Sub-Account will be used for the purposes set forth in the TIFIA Loan Agreement. See “FINANCING FOR THE PROJECT—TIFIA Loan” for more details. The Company will request disbursement of such funds from the TIFIA Sub-Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below.

Use of Remaining PABs Proceeds. To ensure compliance with sections 142(a) and 142(m) of the Code in the event that less than 95% of the proceeds of the Series 2012 Bonds have been spent by the earlier of the Substantial Completion of the New Project Assets Date or the fifth (5th) anniversary of the issue date of the Series 2012 Bonds (the “5-year Redemption Date”), upon written direction to the Collateral Agent (with notice to the

74

Trustee and the TIFIA Lender), the Company will use any proceeds of the Series 2012 Bonds remaining on deposit in the PABs Sub-Account (to the extent not otherwise required to be rebated to the United States in accordance with section 148(f) of the Code and the Indenture):

(a) on or after the Substantial Completion of the New Project Assets Date if such date is prior the 5-year Redemption Date to either (i) purchase the Series 2012 Bonds for cancellation at any reasonable price as determined by the Company, which price, however, will not exceed the principal amount thereof plus accrued and unpaid interest thereon, or (ii) defease the Series 2012 Bonds to the 5-year Redemption Date at par, subject to the provisions of the Indenture, by depositing such proceeds in an escrow account of the Trustee (outside the Bond Fund); and

(b) within 90 days after the 5-year Redemption Date to either (i) purchase the Series 2012 Bonds for cancellation at any reasonable price as determined by the Company, which price, however, will not exceed the principal amount thereof plus accrued and unpaid interest thereon, or (ii) redeem the Series 2012 Bonds at a Redemption Price of par;

unless the Company delivers to the Issuer and the Trustee an opinion of Bond Counsel that the proceeds remaining in the PABs Sub-Account need not be applied in accordance with the foregoing. In connection with such purchases, defeasances or redemptions, the Company will deliver to the Issuer and the Trustee an opinion of Bond Counsel (which opinion may be given in reliance upon such certification of the Company or such other parties as shall be deemed necessary and appropriate by Bond Counsel) that taking such action (or failing to take such actions) will not adversely affect the tax-exempt status of interest on the Series 2012 Bonds. Except as otherwise required by applicable law, to the extent that on the Substantial Completion of the New Project Assets Date there are any funds remaining on deposit in the Construction Account (or any sub-account thereof) in excess of any amounts transferred to the Construction Reserve Account, such amounts will be deposited into the Revenue Account.

Excess Net Revenue Account. On each monthly funding date commencing in the first month following the Tolling and O&M Work Commencement Date through the last monthly funding date to occur prior to the Substantial Completion of the New Project Assets Date, the Collateral Agent will deposit into the Excess Net Revenue Account the amounts described in clause Fifth set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date– Project Revenue Sub-Account of the Construction Account” below. Funds on deposit in the Excess Net Reserve Account will be applied to the payment of, or reimbursement for prior payment of, Project Costs to the extent amounts then on deposit in or credited to the PABs Sub-Account, the Project Revenue Sub-Account (after giving effect to the withdrawals required to be made on such date pursuant to “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” below), the TIFIA Sub-Account, the Department Funding Sub-Account and any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness are insufficient to pay or reimburse such Project Costs on any monthly funding date. Except as otherwise required by applicable law, and in the absence of an event of default under the Financing Documents that has occurred and is continuing, if, on the first monthly funding date following the Substantial Completion Date of the New Project Assets there are any funds remaining on deposit in the Excess Net Revenue Account, such funds will be deposited into the Revenue Account.

Construction Reserve Account. On the Substantial Completion of the New Project Assets Date, the Collateral Agent will withdraw monies from the Construction Account and fund the Construction Reserve Account in an amount equal to (i) amounts projected to be payable to the Design Build Contractor under the Design Build Contract between the Substantial Completion of the New Project Assets Date and Final Completion Date, (ii) amounts projected to be payable to the Tolling Contractor under the Tolling Contract between the Substantial Completion of the New Project Assets Date and Final Completion Date, and (iii) any Project Costs incurred but not yet paid through and including the Substantial Completion of the New Project Assets Date. The Company will request disbursement of such funds from the Construction Reserve Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below, accompanied by a confirmation from the technical advisor. Except as otherwise required by applicable law, on the Final Completion Date, any funds remaining on deposit in the Construction Reserve Account (or any sub-account thereof) in excess of any Project Costs incurred but not yet paid through and including the Final Completion Date, will be deposited into the Revenue Account.

75

Debt Service Reserve Account. The Debt Service Reserve Account will be initially funded by the Company on the Financial Close Date, in an amount equal to the Debt Service Reserve Required Balance as of such date. Thereafter, the Collateral Agent will cause amounts in the Construction Account or the Revenue Account, as applicable, to the extent available, to be deposited in accordance with the Collateral Agency Agreement into the Debt Service Reserve Account from time to time as will be necessary to maintain the Debt Service Reserve Required Balance.

Except as described below with respect to the substitution of cash or permitted investments in the Debt Service Reserve Account with an Acceptable Letter of Credit, monies on deposit in the Debt Service Reserve Account will be used by the Collateral Agent as follows:

(i) Prior to the Substantial Completion of the New Project Assets Date, in the event funds on deposit in the Project Revenue Sub-Account of the Construction Account are insufficient to fund the transfers contemplated by clause Second set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date– Project Revenue Sub-Account of the Construction Account” below, and funds in the PABs Sub-Account, the TIFIA Sub-Account, the Department Funding Sub-Account, any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness, the Excess Net Revenue Account and Base Capital Contributions deposited to the Subordinated Debt and Equity Sub-Account of the Construction Account are insufficient to pay the amounts then due and payable under clause Second set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date– Project Revenue Sub-Account of the Construction Account” below, funds on deposit in the Debt Service Reserve Account will be transferred and applied in accordance with such clause.

(ii) From and after the Substantial Completion of the New Project Assets Date, in the event funds on deposit in the Revenue Account are insufficient to fund the transfers contemplated by clauses Fourth, Fifth, and Eighth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, at the times required thereby, funds on deposit in the Debt Service Reserve Account will be transferred and applied to the Interest Payment Account, the Principal Payment Account or the TIFIA Payment Account, as applicable, in accordance with, and in the priority set forth in, such clauses.

(iii) Following the taking of an enforcement action, monies in the Debt Service Reserve Account will be applied in the manner described in “—Application of Proceeds following an Enforcement Action” below.

Commencing on the fifth anniversary of the Financial Close Date, upon notice to the Trustee and the TIFIA Lender, the Company may from time to time substitute for all or any portion of the cash or permitted investments on deposit in the Debt Service Reserve Account, an Acceptable Letter of Credit, in an amount equal to the amount of cash or permitted investments so substituted in the Debt Service Reserve Account; provided that the Company has delivered to the Collateral Agent (with a copy to the Trustee and the TIFIA Lender) a certification dated the proposed date of substitution as to the following:

(iv) the Total Debt Service Coverage Ratio for each of the three Calculation Periods prior to the proposed date of such substitution was at least 1.50:1.00;

(v) the Company is not aware of any event or circumstance that would be reasonably likely to cause the Total Debt Service Coverage Ratio to be less than 1.50:1.00 for the three Calculation Periods following the date of such proposed substitution; and

(vi) no default or event of default under the Financing Documents has occurred and is continuing at the time of such proposed substitution.

The Company will not be permitted to replace cash or permitted investments in the Debt Service Reserve Account with any Acceptable Letter of Credit before the fifth anniversary of the Financial Close Date.

76

The Collateral Agent will draw on any Acceptable Letter of Credit in the event funds on deposit in the Revenue Account, together with cash or permitted investments on deposit in the Debt Service Reserve Account, are insufficient to fund the transfers contemplated by clauses Fourth, Fifth and Eighth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date –Revenue Account” below, at the times required thereby. Funds drawn from any Acceptable Letter of Credit will be transferred and applied only in accordance with, and in the priority set forth in, such clauses.

So long as the cash or permitted investments on deposit in the Debt Service Reserve Account being substituted with any Acceptable Letter of Credit were not funded with proceeds of the Bonds, Project Revenues or the proceeds of the TIFIA Loan, the monies representing the amount so substituted will be paid directly to the Equity Participant that provided such Acceptable Letter of Credit without any condition or restriction. Any reimbursement obligation with respect to any Acceptable Letter of Credit will be non-recourse to the Company, the Issuer or the Project, nor will the issuer of any such Acceptable Letter of Credit have a lien on, or a security interest in, the Collateral.

In the event the issuer of any Acceptable Letter of Credit is downgraded below the minimum rating requirements set forth in the definition of “Acceptable Letter of Credit”, the Company will replace such Acceptable Letter of Credit with cash or with a replacement Acceptable Letter of Credit within 45 days following such downgrade and, if not so replaced, the Collateral Agent shall and will be authorized to draw on such Acceptable Letter of Credit in its entirety and deposit such amount into the Debt Service Reserve Account. An Acceptable Letter of Credit must be replaced with cash or with a replacement Acceptable Letter of Credit within 30 days prior to the expiration date of such letter of credit and, if not so replaced, the Collateral Agent shall and will be authorized to draw on such letter of credit in its entirety and deposit such amount be into the Debt Service Reserve Account.

To the extent that, on any date of determination after the Substantial Completion of New Project Assets Date, amounts on deposit in the Debt Service Reserve Account are in excess of the Debt Service Reserve Required Balance, such excess amounts will be deposited into the Revenue Account.

Major Maintenance Reserve Account. The Major Maintenance Reserve Account will be initially funded by the Company (whether with equity contributions, Project Revenues or other funds available for such purpose) on the Substantial Completion of the New Project Assets Date, in an amount equal to the Major Maintenance Reserve Required Balance as of such date, and the Collateral Agent will thereafter, in accordance with the flow of funds set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, cause amounts in the Revenue Account, to the extent available, to be deposited into the Major Maintenance Reserve Account from time to time as will be necessary to maintain the Major Maintenance Reserve Required Balance. All amounts on deposit in the Major Maintenance Reserve Account will be available exclusively for funding Maintenance Capital Expenditures and will not be available for any other purpose, except in the event of an enforcement action against the Collateral. See “—Application of Proceeds following an Enforcement Action.” Monies in the Major Maintenance Reserve Account will be transferred to the Operating Account in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” and used to pay for Maintenance Capital Expenditures on each monthly funding date (or any other date) on which Maintenance Capital Expenditures are due and payable or reasonably expected to become due and payable prior to the next succeeding monthly funding date.

Upon notice to the Trustee and the TIFIA Lender, the Company may from time to time substitute for all or any portion of the cash or permitted investments on deposit in the Major Maintenance Reserve Account, an Acceptable Letter of Credit, in an amount equal to the amount of cash or permitted investments so substituted in the Major Maintenance Reserve Account. The Collateral Agent will draw on any Acceptable Letter of Credit in the event funds on deposit in the Revenue Account, together with cash or permitted investments on deposit in the Major Maintenance Reserve Account, are insufficient to fund Maintenance Capital Expenditures then due and payable or projected to become due and payable before the next monthly funding date.

So long as the cash or permitted investments on deposit in the Major Maintenance Reserve Account being substituted with any Acceptable Letter of Credit were not funded with proceeds of the Bonds, Project Revenues or the proceeds of the TIFIA Loan, the monies representing the amount so substituted will be paid directly to the Equity Participant that provided such Acceptable Letter of Credit without any condition or restriction. Any

77

reimbursement obligation with respect to any Acceptable Letter of Credit will be non-recourse to the Company, the Issuer or the Project, nor will the issuer of any such Acceptable Letter of Credit have a lien on, or a security interest in, the Collateral.

In the event the issuer of any Acceptable Letter of Credit is downgraded below the minimum rating requirements set forth in the definition of “Acceptable Letter of Credit”, the Company will replace such Acceptable Letter of Credit with cash or with a replacement Acceptable Letter of Credit within 45 days following such downgrade and, if not so replaced, the Collateral Agent will be authorized to drawn on such Acceptable Letter of Credit in its entirety and deposit such amounts into the Major Maintenance Reserve Account. An Acceptable Letter of Credit must be replaced with cash or with a replacement Acceptable Letter of Credit within 30 days prior to the expiration date of such letter of credit and, if not so replaced, the Collateral Agent will be authorized to draw on such letter of credit in its entirety and deposit such amounts into the Major Maintenance Reserve Account.

To the extent that, on any date of determination after the Substantial Completion of New Project Assets Date, amounts on deposit in the Major Maintenance Reserve Account are in excess of the Major Maintenance Reserve Required Balance, such excess amounts will be deposited into the Revenue Account.

Distribution Account. The Distribution Account will be funded as described in clause Seventeenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below on any Calculation Date; provided that all of the following conditions are satisfied on such Calculation Date (collectively, the “Restricted Payment Conditions”):

(i) all transfers and distributions required to be made pursuant to clauses First through Sixteenth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below on or prior to such Calculation Date have been satisfied in full;

(ii) no default or event of default under the Financing Documents has occurred and is continuing, or would occur as a direct result of the proposed transfer of funds to the Distribution Account;

(iii) the Debt Service Reserve Account and the Major Maintenance Reserve Account have been funded (in cash, permitted investments and, to the extent permitted, Acceptable Letters of Credit) in an amount equal to the then applicable Debt Service Reserve Required Balance and Major Maintenance Reserve Required Balance, respectively, as of such date;

(iv) the Company provides a written certification that (i) for the immediately preceding Calculation Period, the Total Debt Service Coverage Ratio as of the last date of such Calculation Period was not less than 1.30 to 1.00, and (ii) for the immediately succeeding Calculation Period, the Total Debt Service Coverage Ratio is projected to be not less than 1.30 to 1.00;

(v) VDOT has not exercised its right to terminate the Comprehensive Agreement pursuant to a Company Default or VDOT has rescinded any notice of termination previously issued pursuant to the Comprehensive Agreement;

(vi) the Substantial Completion of the New Project Assets Date has occurred;

(vii) if the TIFIA Loan is outstanding on such Calculation Date, the Company has satisfied the conditions to distributions set forth in the TIFIA Loan Agreement; and

(viii) the Company certifies in writing to the Collateral Agent that the Restricted Payment Conditions have been met.

The Distribution Account and funds credited to such account will not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties and the Company will have the exclusive right to withdraw or otherwise dispose of funds on deposit in the Distribution Account to any account or to such

78

person as directed by the Company in its sole discretion; provided that all of the Restricted Payment Conditions are satisfied.

Equity Lock-up Account. The Equity Lock-up Account will be funded as described in clause Fourteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. All funds held by the Collateral Agent in the Equity Lock-up Account may be released to the Distribution Account upon the satisfaction of the Restricted Payment Conditions by the Company for two (2) consecutive Calculation Dates. In the event that amounts on deposit in the Revenue Account and all available amounts in the Interest Payment Account and the Principal Payment Account applied pursuant to the Collateral Agency Agreement are insufficient at any time to pay in full the amounts described in clauses First through Tenth and Thirteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, the Collateral Agent will use the funds on deposit in the Equity Lock-up Account to pay such remaining amounts. The Collateral Agent will also transfer funds from the Equity Lock-up Account to the TIFIA Sinking Fund Account in accordance with and subject to clause Fifteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date – Revenue Account” below, and to the TIFIA Payment Account on the Debt Service Payment Commencement Date (or any other date permitted by the TIFIA Payment Account) in the amount of any required prepayment of the TIFIA Obligations pursuant to the TIFIA Loan Agreement. See “FINANCING FOR THE PROJECT—TIFIA Loan—Prepayment of TIFIA Loan.”

Interest Payment Account

Funds will be deposited in the Interest Payment Account as described in clause Second set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” and clause Fourth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account.” On each date when the interest portion on Senior Debt Service will be due and payable, monies on deposit in the Interest Payment Account will be transferred pro rata to the payment of such Senior Obligations in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.” In the event that amounts on deposit in the Revenue Account are insufficient at any time to pay in full the amounts described in clauses First through Third as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, the Collateral Agent will apply funds then on deposit in the Interest Payment Account to pay such remaining amounts.

Principal Payment Account

Funds will be deposited in the Principal Payment Account as described in clause Fifth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account.” On each date when the principal portion on Senior Debt Service (including any mandatory redemption payments therein) will be due and payable, monies on deposit in the Principal Payment Account will be transferred pro rata to the payment of Senior Obligations in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.” In the event that amounts on deposit in the Revenue Account are insufficient at any time to pay in full the amounts described in clauses First through Fourth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, the Collateral Agent will apply funds then on deposit in the Principal Payment Account to pay such remaining amounts.

TIFIA Payment Account and TIFIA Sinking Fund Account

Funds will be deposited in the TIFIA Payment Account as described in clauses Eighth, Eleventh and Sixteenth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. On each date when TIFIA Mandatory Debt Service, TIFIA Scheduled Debt Service, TIFIA Revenue Sharing Amounts and/or a prepayment of the TIFIA Obligations will be due and payable, monies on deposit in the TIFIA Payment Account will be transferred to the TIFIA Lender in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.”

Funds will be deposited in the TIFIA Sinking Fund Account as described in clause Fifteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. On

79

each date when a sinking fund prepayment of the TIFIA Loan is required pursuant to the TIFIA Loan Agreement, monies on deposit in the TIFIA Sinking Fund Account in the amount required pursuant to the TIFIA Loan Agreement will be transferred to the TIFIA Lender in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.” To the extent excess amounts remain in the TIFIA Sinking Fund Account that are not required to be applied pursuant to the TIFIA Loan Agreement and the Restricted Payment Conditions are satisfied, such amounts will be transferred to the Distribution Account in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.”

Department Revenue Sharing Reserve Account and Assigned Gross Revenue Sharing Account

To the extent that the Company is in receipt of Cumulative Gross Revenues in the amounts specified in the Comprehensive Agreement, the Company will deposit, or cause to be deposited, into the Department Revenue Sharing Reserve Account the then applicable Revenue Payment Percentage of the Project Revenues received each day and the remaining Project Revenues after such deposit will be deposited into the appropriate Project Account pursuant to the Collateral Agency Agreement. The Company will be entitled to deposit additional amounts into the Department Revenue Sharing Reserve Account in an aggregate amount not to exceed the amount necessary to satisfy the Company’s obligation to pay Assigned Gross Revenues for a particular calendar year into the Assigned Gross Revenue Sharing Account pursuant to the Comprehensive Agreement minus amounts then on deposit in the Department Revenue Sharing Reserve Account.

In the event funds on deposit in the Revenue Account are insufficient to fund the transfers contemplated by clauses First through Eighth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date – Revenue Account” below at the times required thereby, funds on deposit in the Department Revenue Sharing Reserve Account may be transferred and applied, at the direction of the Company in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts,” to such transfers, as applicable, in accordance with, and in the priority set forth in, such clauses.

Monies on deposit in the Department Revenue Sharing Reserve Account will be transferred to the Assigned Gross Revenue Sharing Account in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” at such times and in such amounts as required by the Comprehensive Agreement. Any amounts remaining in the Department Revenue Sharing Reserve Account after such transfer will be transferred to the Revenue Account.

To the extent monies on deposit in the Assigned Gross Revenue Sharing Account constitute Assigned Gross Revenues, such Assigned Gross Revenues shall be held in trust, in the absence of the occurrence of a Bankruptcy Related Event, for the sole and exclusive benefit of VDOT and shall not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties. Monies on deposit in the Assigned Gross Revenue Sharing Account shall be transferred in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” at such times and in such amounts as required by the Comprehensive Agreement; provided that, notwithstanding the foregoing, the Collateral Agent will transfer any amounts so deposited to VDOT no later than one (1) business day after the date of deposit.

Sponsor Cash Collateral Accounts

Pursuant to the Equity Contribution Agreement, an Equity Participant may, but is not obligated to, deposit amounts from time to time prior to the Substantial Completion of the New Project Assets Date into (i) its applicable Sponsor Base Cash Collateral Account to satisfy all or a portion of its obligation to secure its obligation to make Base Capital Contributions or (ii) its applicable Sponsor Contingent Cash Collateral Account to satisfy all or a portion of its obligation to secure its obligation to make Contingent Capital Contributions.

To the extent there are deposits then available in the an applicable Sponsor Base Cash Collateral Account when a Base Capital Contribution is due or in the applicable Contingent Cash Collateral Account when a Contingent Capital Contribution is due, such Equity Participant will instruct the Company to direct the Collateral Agent

80

regarding whether to withdraw funds from such applicable Sponsor Cash Collateral Account to satisfy in whole or in part such Equity Participant’s obligations under the Equity Contribution Agreement.

Upon the occurrence of a Base Overfunding and at the direction of such Equity Participant, the Collateral Agent will release funds from the applicable Sponsor Base Cash Collateral Account to the applicable Equity Participant (or as directed by such Equity Participant) in an amount not to exceed the Base Overfunding. Upon the occurrence of a Contingent Overfunding and at the direction of such Equity Participant, the Collateral Agent will release funds from the applicable Sponsor Contingent Cash Collateral Account to the applicable Equity Participant (or as directed by such Equity Participant) in an amount not to exceed the Contingent Overfunding. When the Contingent Capital Commitment of an Equity Participant equals zero and at the direction of such Equity Participant, any remaining funds on deposit in any applicable Sponsor Contingent Cash Collateral Account will be released to the applicable Equity Participant (or as directed by such Equity Participant).

Pursuant to written instruction to the Collateral Agent by the Company (at the direction of an Equity Participant), interest paid in respect to a Cash Collateral Account may be withdrawn periodically; provided, that, at the time of such withdrawal, the aggregate amount of (1) the amounts then on deposit in the applicable Sponsor Base Cash Collateral Account plus (2) the amounts then available under such Equity Participant’s Equity Letter(s) of Credit (if any) is not less than such Sponsor Base Capital Commitment or Contingent Capital Commitment, as applicable, on such date of determination without giving effect to such withdrawal and such withdrawal would not cause the aggregate amount of the amounts in clause (1) plus clause (2) to be less than such Sponsor Base Capital Commitment or Contingent Capital Commitment, as applicable, on such date of determination after giving effect to such withdrawal.

Except as otherwise required by applicable law, if, upon notice from the Company that the Substantial Completion of the New Project Assets Date has occurred, there are any funds remaining on deposit in any Sponsor Base Cash Collateral Account, such funds will be released to the applicable Equity Participant (or as directed by such Equity Participant); provided that all Base Capital Contributions required to be paid by a particular Equity Participant pursuant to the Equity Contribution Agreement have been paid.

Operating Account.

In addition to these Project Accounts, the Company will also establish an operating account with a financial institution with a branch office in the Commonwealth (the “Operating Account”), and such account will be maintained in the name of the Company. The Operating Account will also constitute a Project Account and will be subject to an account control agreement with the applicable bank. Checks may be written by the Company on the Operating Account without further notice or requisition. The Company may transfer to the Operating Account (i) any amounts available under clauses First, Second and Twelfth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” and will thereafter apply such funds in the Operating Account for the payment of fees, administrative costs and expenses for the Project, O&M Expenditures, Maintenance Capital Expenditures and discretionary capital expenditures (as permitted under the Financing Documents) in accordance with the terms of the Collateral Agency Agreement, (ii) any amounts from the Construction Account and any sub-account thereof as necessary to pay Project Costs in accordance with the Collateral Agency Agreement, (iii) any amounts from the Construction Reserve Account in accordance with the Collateral Agency Agreement, (iv) any amounts from the Excess Net Revenue Account in accordance with the Collateral Agency Agreement, and (v) any amounts from the Major Maintenance Reserve Account in accordance with the Collateral Agency Agreement and shall thereafter apply such funds for the payment of Project Costs. The Company may apply monies on deposit in the Operating Account in order to fund the initial deposit of the Major Maintenance Reserve Account.

Withdrawal and Application of Funds; Priority of Transfers from Project Accounts

Except as provided in the Collateral Agency Agreement, each withdrawal or transfer of funds from the Project Accounts (other than from the Operating Account and the Distribution Account) by the Collateral Agent on behalf of the Company will be made pursuant to an executed funds transfer certificate, which certificate will be provided and prepared by the Company and will contain a certification by the Company that such withdrawal or transfer complies with the requirements of the Collateral Agency Agreement. Unless a shorter period is acceptable

81

to both the Collateral Agent and the Instructing Controlling Party (as determined pursuant to the Intercreditor Agreement, the “Instructing Controlling Party”), such funds transfer certificate relating to each applicable Project Account (other than the Operating Account and the Distribution Account) will be delivered to the Collateral Agent (with a copy to the Instructing Controlling Party) no later than two (2) business days prior to each date on which funds are proposed to be withdrawn or transferred. If the Instructing Controlling Party provides written notice to the Collateral Agent, the Company and the Secured Parties that any payment, withdrawal or transfer of funds is not in compliance with the requirements of the Collateral Agency Agreement or the other Financing Documents, the Company will not be entitled to cause the proposed withdrawal or transfer until it has submitted a revised and compliant certificate. Upon receipt of a notice of an event of default (and during the continuance of the related event of default), the Instructing Controlling Party (acting in accordance with the terms of the Intercreditor Agreement) may, following the taking of an enforcement action, without consent of the Company, instruct the Collateral Agent in writing to pay the proceeds of the Project Accounts in accordance with the terms of the Intercreditor Agreement and in the order set forth in “—Application of Proceeds following an Enforcement Action” below, so long as such payments are on account of amounts due under the Transaction Documents.

Flow of Funds Prior to Substantial Completion of the New Project Assets Date – Project Revenue Sub-Account of the Construction Account

Pursuant to the terms of the Collateral Agency Agreement, prior to the Substantial Completion of the New Project Assets Date, certain funds as described in “PROJECT ACCOUNTS AND FLOW OF FUNDS —Description of Project Accounts —Construction Account —Project Revenue Sub-Account” above are required to be deposited into the Project Revenue Sub-Account of the Construction Account, and the Collateral Agent is required to make the following withdrawals, transfers and payments from the Project Revenue Sub-Account in the amounts, at the times, for the purposes and in the order of priority (the “Project Revenue Sub-Account Flow of Funds”) set forth below upon the instructions of the Company.

O&M Expenditures, and Certain Amounts Owed to VDOT, if any

First, on each monthly funding date (or, with respect to clause (ii) below, any other date when so due and payable), to the Operating Account, an amount equal to (i) the O&M Expenditures then due and payable or reasonably projected to become due and payable prior to the next succeeding monthly funding date plus (ii) any amounts then owed by the Company to VDOT pursuant to the Comprehensive Agreement; in each case, to the extent such amounts have not been paid using funds available for such purpose in other sub-accounts of the Construction Account;

↓

Interest on Senior Debt Service

Second, with respect to any six-month period ending on a Calculation Date, on each monthly funding date and on such Calculation Date pro rata to the respective Senior Obligations, to the Interest Payment Account, an amount equal to the amount determined pursuant to clause Fourth of the Revenue Account Flow of Funds (as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date – Revenue Account”); and with respect to such Senior Debt Service, to the extent such debt service or any portion thereof has not been paid using funds available for such purpose in other sub-accounts of the Construction Account;

↓

82

Debt Service Reserve Account Shortfall, if any

Third, on each Calculation Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First and Second of this Project Revenue Sub-Account Flow of Funds, to the Debt Service Reserve Account to the extent necessary to fund such account so that the balance therein (taking into account amounts then on deposit therein) equals the Debt Service Reserve Required Balance, to the extent such amounts have not been funded using funds available for such purpose in other sub-accounts of the Construction Account;

↓

Other Project Costs and Interest and Scheduled Hedging Obligations with respect to Permitted Second Lien Obligations

Fourth, on each monthly funding date, to the Operating Account, an amount equal to other Project Costs, if any, then due and payable or reasonably projected to become due and payable prior to the next succeeding monthly funding date; and pro rata to the holders of any Permitted Second Lien Obligations, to the interest portion due on such Permitted Second Lien Obligations and scheduled payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the Company with respect to scheduled Hedging Obligations under Hedging Agreements, to the extent such Project Costs and amounts due in connection with any such Permitted Second Lien Obligations have not been paid using funds available for such purpose in other sub-accounts of the Construction Account;

↓

Excess Net Revenue Account

Fifth, on each monthly funding date, to the Excess Net Revenue Account, to the extent funds are available after giving effect to all of the transfers required to be made pursuant to prior clauses First, Second, Third, and Fourth of this Project Revenue Sub-Account Flow of Funds on such date, the amount that actual Project Revenues less actual O&M Expenditures for such monthly period exceeded projected Project Revenues less budgeted O&M Expenditures for such period set forth in the Base Case Financial Model delivered on the Financial Close Date.

[Remainder of page intentionally left blank]

83

Flow of Funds After Substantial Completion of the New Project Assets Date – Revenue Account

Pursuant to the terms of the Collateral Agency Agreement, after the Substantial Completion of the New Project Assets Date, certain funds as described in “PROJECT ACCOUNTS AND FLOW OF FUNDS —Description of Project Accounts —Revenue Account” above are required to be deposited into the Revenue Account, and the Collateral Agent is required to make the following withdrawals, transfers and payments from the Revenue Account in the amounts, at the times, for the purposes and in the order of priority (the “Revenue Account Flow of Funds”) set forth below upon the instructions of the Company.

Fees, Administrative Costs and other Expenses and Certain Amounts Owed to VDOT, if any

First, on each monthly funding date (or any other date when so due and payable), to the Operating Account an amount equal to (i) fees, administrative costs and expenses then due and payable to the Collateral Agent, the Trustee, any other Secured Creditor or any agent or trustee representing such other Secured Creditor, the Issuer or any rating agency, as applicable and (ii) any amounts then owed by the Company to VDOT pursuant to the Comprehensive Agreement;

↓

O&M Expenditures and Maintenance Capital Expenditures

Second, on each monthly funding date (or, with respect to clause (ii) below, any other date when so due and payable), to the Operating Account, (i) after the application for such purposes of funds on deposit in the Major Maintenance Reserve Account, an amount equal to the O&M Expenditures and Maintenance Capital Expenditures then due and payable or reasonably projected to be due and payable prior to the next succeeding monthly funding date, plus (ii) any amounts to be used solely to fund the Company’s obligations then due and payable or reasonably projected to be due and payable prior to the next succeeding monthly funding date under a Safety Compliance Order pursuant to the Comprehensive Agreement;

↓

Payments to the Rebate Fund

Third, on each monthly funding date, any payments then due and payable by the Company to the Rebate Fund or any similar rebate fund established with respect to any future tax-exempt borrowing transaction;

↓


84

Interest Portion on Senior Obligations

Fourth, on each monthly funding date, to the Interest Payment Account the sum of (A)(1) in the case of outstanding Senior Obligations with semiannual interest payment dates, one-sixth (1/6) of the amount of the interest payable on such Senior Obligations on the next interest payment date; (2) in the case of outstanding Senior Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest payable on such Senior Obligations on the next interest payment date; (3) in the case of outstanding Senior Obligations with monthly interest payment dates, the amount of interest payable on the next interest payment date; plus (B) the sum of any continuing shortfall in transfers required to have been made on any preceding monthly funding date and any amounts transferred from the Interest Payment Account and not repaid; plus (C) if such monthly funding date is also an interest payment date or the last monthly funding date before an interest payment date, any other amount required to make the amount credited to the Interest Payment Account equal to the amount payable on the Senior Obligations on such interest payment date; provided, however, that if the monthly funding date is the first monthly funding date after Senior Obligations are issued or after the Bonds of a series are converted to a Determination Method that includes interest payment periods of a different length, the amounts deposited to the Interest Payment Account pursuant to A(1) or (A)(2) for such Senior Obligations or Bonds for the first interest payment date after such Senior Obligations are issued or such Bonds are converted shall be equal to the amount that if deposited on each monthly funding date prior to the first interest payment date will equal the amount required to pay interest due on such Senior Obligations, including such Bonds, on that interest payment date;

↓

Principal Portion of Senior Obligations

Fifth, on each monthly funding date, commencing six months before the first principal payment date (including any mandatory sinking fund redemption date), to the Principal Payment Account, the sum of (A) one-sixth (1/6) of the principal due on Senior Obligations with semiannual principal payment or mandatory sinking fund redemption dates, plus one-twelfth (1/12) of the principal due on Senior Obligations with annual principal payment dates or mandatory sinking fund redemption dates; and (B) the sum of any shortfall in transfers required to have been made on any previous monthly funding date, plus any amounts transferred from the Principal Payment Account and not repaid; and (C) if the monthly funding date is also a principal payment date (or mandatory sinking fund redemption date) or the last monthly funding date before a principal payment date (or mandatory sinking fund redemption date), any other amount required to make the amount credited to the Principal Payment Account equal to the amount of principal due on such principal payment date or mandatory sinking fund redemption date;

↓

Interest Portion on Permitted Second Lien Obligations and Scheduled Hedging Obligations with respect to thereto, if any

Sixth, on each Calculation Date, pro rata to the holders of any Permitted Second Lien Obligations, the interest portion due on such Permitted Second Lien Obligations, and, to the applicable Hedging Banks, scheduled payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the Company with respect to such scheduled Hedging Obligations, under any Hedging Agreements entered into in connection with such Permitted Second Lien Obligations;

↓

85

Principal Portion of Permitted Second Lien Obligations, Mandatory Prepayments thereof and any Hedging Termination Obligations related thereto

Seventh, on each Calculation Date, pro rata to the holders of any Permitted Second Lien Obligations, the principal portion due on such Permitted Second Lien Obligations, mandatory prepayments with respect to such Permitted Second Lien Obligations and, to the applicable Hedging Banks, any Hedging Termination Obligations related to mandatory prepayments or mandatory redemptions of any Permitted Second Lien Obligations, if any;

↓

TIFIA Mandatory Debt Service

Eighth, on each Calculation Date, to the TIFIA Payment Account, an amount which equals the TIFIA Mandatory Debt Service due on the immediately succeeding TIFIA Payment Date;

↓


Ninth, on each Calculation Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First through Eighth of this Revenue Account Flow of Funds, to the Debt Service Reserve Account to the extent necessary to fund such account so that the balance therein (taking into account amounts then on deposit therein) equals the Debt Service Reserve Required Balance;

↓

Major Maintenance Reserve Account Shortfall, if any

Tenth, on each Calculation Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First through Ninth of the Revenue Account Flow of Funds, to the Major Maintenance Reserve Account to the extent necessary to fund such account so that the balance therein (taking into account amounts then on deposit therein) equals the Major Maintenance Reserve Required Balance;

↓

TIFIA Scheduled Debt Service

Eleventh, on each Calculation Date, to the TIFIA Payment Account, an amount which equals the TIFIA Scheduled Debt Service (excluding any amounts to be applied to TIFIA Mandatory Debt Service in accordance with clause Eighth of the Revenue Account Flow of Funds) due on the immediately succeeding TIFIA Payment Date;

↓

Discretionary Capital Expenditures

Twelfth, on each monthly funding date, to the Operating Account, an amount equal to the discretionary capital expenditures (as permitted under the Financing Documents) then due and payable or reasonably projected to become due and payable prior to the next succeeding monthly funding date, so long as the Restricted Payment Conditions are satisfied as of the Calculation Date occurring on or immediately prior to such monthly funding date;

↓

Voluntary Prepayments and/or Optional Redemptions of Senior Obligations

Thirteenth, on each date on which the following amount shall be then due and payable, to the applicable Senior Creditors any voluntary prepayments and/or optional redemptions of Senior Obligations;

↓

86

Equity Lock-up Account

Fourteenth, on any Calculation Date, if the Restricted Payments Conditions have not been satisfied, to the Equity Lock-up Account all funds then available after application of funds for the purposes specified in the prior clauses First through Thirteenth of this Revenue Account Flow of Funds;

↓

TIFIA Sinking Fund Account

Fifteenth, on any Calculation Date or such other date prior to the next succeeding Calculation Date as permitted under the TIFIA Loan Agreement, to the TIFIA Sinking Fund Account funds as and when available in the Equity Lock-up Account in the amount specified in the TIFIA Loan Agreement;

↓

TIFIA Revenue Share Amount

Sixteenth, on each date on which the following amounts shall be then due and payable, to the TIFIA Payment Account, the TIFIA Revenue Sharing Amount, if any, and other required prepayments of the TIFIA Loan pursuant to the TIFIA Loan Agreement; and

↓

Distribution Account

Seventeenth, on each Calculation Date on which all of the Restricted Payment Conditions are satisfied on such Calculation Date, to the Distribution Account, all remaining amounts, if any.


87

Application of Proceeds following an Enforcement Action

Following the taking of an enforcement action, all proceeds received by the Collateral Agent derived from the funds described below pursuant to the exercise of any rights or remedies by the Collateral Agent will be applied as follows:

(i) all proceeds attributable to the PABs Sub-Account of the Construction Account to the Trustee for deposit into the Bond Fund, first for the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Bonds, and second, if any unpaid principal of any Bonds has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts; and

(ii) subject to the Intercreditor Agreement, all proceeds attributable to the Debt Service Reserve Account (x) first, to the Trustee for deposit into the Bond Fund, first for the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on the Bond Loan relating to the Series 2012 Bonds and any other Senior Obligations, and second, if any unpaid principal of the Bond Loan relating to the Series 2012 Bonds and any other Senior Obligations has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts and (y) second, unless a Bankruptcy Related Event has occurred, to the TIFIA Lender, in addition to all proceeds attributable to the TIFIA Sub-Account of the Construction Account and the TIFIA Sinking Fund Account, first for the pro rata payment of all accrued and unpaid interest (but not default interest) on the TIFIA Loan, and second, if any unpaid principal of the TIFIA Loan has become due (by acceleration or otherwise), to the pro rata payment of any such principal amounts. From and after the occurrence of a Bankruptcy Related Event, the payments under (x) and (y) shall be made pro rata.

From and after the taking of an enforcement action, the Collateral Agent as directed by the Instructing Controlling Party, will have the right to direct the application of all amounts on deposit in or credited to the Project Accounts (other than the Distribution Account), and to otherwise deal with the Collateral, in each case in accordance with the Intercreditor Agreement, without the need for consent of, or any other action by, the Company. Subject to the prior application of certain funds as described above, following the taking of an enforcement action and subject to the Intercreditor Agreement, all proceeds received by the Collateral Agent pursuant to the exercise of any rights or remedies accorded to the Collateral Agent, including proceeds from the sale or disposition of Collateral or other enforcement action, will first be applied by the Collateral Agent to reimburse the Collateral Agent for payment of the reasonable costs and necessary expenses of the enforcement action and thereafter, the remaining proceeds will be applied promptly by the Collateral Agent as directed by the Instructing Controlling Party, as follows (the “Enforcement Action Flow of Funds”):

Fees, Costs and Other Expenses

First, to the pro rata payment of all fees, costs and other expenses (including the reasonable fees, costs and expenses of counsel) owed to the Trustee, the TIFIA Lender and any Senior Creditor Representative in connection with the performance of their obligations under the Financing Documents to which they are a party and the consummation of the transactions contemplated thereby (in each case to the extent not previously satisfied);

↓

Accrued and Unpaid Interest on Senior Obligations and, if a Bankruptcy Related Event has occurred, on the TIFIA Loan

Second, subject to “—Termination Proceeds” below, the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Senior Obligations and, from and after the occurrence of a Bankruptcy Related Event, on the TIFIA Loan held by the TIFIA Lender, in the order of maturity of the payments thereof;

↓

88

Unpaid Principal Amounts of any Senior Obligations and, if a Bankruptcy Related Event has occurred, of the TIFIA Loan

Third, subject to “—Termination Proceeds” below, (i) if any unpaid principal of any Senior Obligations has become due (by acceleration or otherwise) and (ii) if, from and after the occurrence of a Bankruptcy Related Event, the TIFIA Loan held by the TIFIA Lender has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts;

↓

Accrued and Unpaid Default Interest with respect to Senior Obligations and, if a Bankruptcy Related Event has occurred, of the TIFIA Loan

Fourth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Senior Obligations and, from and after the occurrence of a Bankruptcy Related Event, with respect to the TIFIA Loan held by the TIFIA Lender;

↓

Accrued and Unpaid Redemption or Prepayment Premium with respect to Senior Obligations and, if a Bankruptcy Related Event has occurred, the TIFIA Loan

Fifth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Senior Obligations and, from and after the occurrence of a Bankruptcy Related Event, with respect to the TIFIA Loan held by the TIFIA Lender;

↓

All other amounts due and payable under Financing Documents with respect to Senior Obligations and, if a Bankruptcy Related Event has occurred, on the TIFIA Loan

Sixth, subject to “—Termination Proceeds” below, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Senior Obligations and, from and after the occurrence a Bankruptcy Related Event, on the TIFIA Loan held by the TIFIA Lender;

↓

Accrued and Unpaid Interest on Permitted Second Lien Obligations and any related Hedging Obligations, if any

Seventh, subject to “—Termination Proceeds” below, the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Permitted Second Lien Obligations and scheduled payments due under any related Hedging Obligations, if any, net of any scheduled amounts payable to the Company with respect to scheduled Hedging Obligations under Hedging Agreements;

↓

89

Unpaid Principal Amounts of any Permitted Second Lien Obligations and any related Hedging Termination Obligations, unless otherwise agreed with the TIFIA Lender

Eighth, subject to “—Termination Proceeds” below, if any unpaid principal of any Permitted Second Lien Obligations has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts and (unless otherwise agreed with the TIFIA Lender), any related Hedging Termination Obligations;

↓

Accrued and Unpaid Default Interest with respect to Permitted Second Lien Obligations

Ninth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Permitted Second Lien Obligations;

↓

Accrued and Unpaid Redemption or Prepayment Premium with respect to Permitted Second Lien Obligations

Tenth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Permitted Second Lien Obligations;

↓

All other amounts due and payable under Financing Documents with respect to Permitted Second Lien Obligations

Eleventh, subject to “—Termination Proceeds” below, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Permitted Second Lien Obligations;

↓

All amounts due under the on the TIFIA Loan Agreement, if a Bankruptcy Related Event has not occurred

Twelfth, to the pro rata payment of (except from and after the occurrence of a Bankruptcy Related Event) all amounts due under the TIFIA Loan Agreement to the TIFIA Lender (to the extent not previously paid); and

↓

Remaining proceeds, if any to the Company

Thirteenth, upon the payment in full of all Secured Obligations in accordance with clauses First through Twelfth of this Enforcement Action Flow of Funds, to pay to the Company, or as may be directed by the Company, or as a court of competent jurisdiction may direct, any proceeds then remaining.

Termination Proceeds

The Company will deposit to the Revenue Account (or, if prior to the Substantial Completion of the New Project Assets Date, the Project Revenue Sub-Account of the Construction Account) proceeds of any payment of termination compensation or other termination proceeds received from VDOT under the Comprehensive Agreement, and the amounts will be applied for the payment of the items and in the priority described in “—Application of Proceeds following an Enforcement Action” above, subject to the Intercreditor Agreement, unless the Bonds and/or the TIFIA Loan have been accelerated, in which case, such amounts will be applied to the mandatory redemption of the Bonds and/or a mandatory prepayment of the TIFIA Loan.

90

APPROPRIATIONS

General

VDOT’s payment of monetary obligations under the Comprehensive Agreement, including VDOT’s obligations to pay Company Damages, termination compensation and any other losses or compensation amounts due and owing by VDOT pursuant to the Comprehensive Agreement, are subject to appropriation by the Virginia General Assembly and allocation by the CTB. The Comprehensive Agreement provides that upon determination of Company Damages or such other amounts due and owing by VDOT, VDOT will, with all practical dispatch, consistent with law and its obligations under the Comprehensive Agreement deliver to the Governor of the Commonwealth and to the Director of the Department of Planning and Budget of the Commonwealth before December 1 with respect to any such payment requested to be appropriated by the next regular session of the Virginia General Assembly a request that the Governor include in the Governor’s budget to be delivered to the next session of the Virginia General Assembly a provision that there be appropriated such amounts for such purpose, from any legally available funds. VDOT also agrees in the Comprehensive Agreement to use its diligent efforts to have (1) the Governor include such request in each biennial or any supplemental budget the Governor presents to the General Assembly, (2) the Virginia General Assembly appropriate and reappropriate, as applicable, such amounts for the purpose of paying any Company Damages or other amounts due and owing by VDOT to the Company and (3) the CTB allocate such appropriated amounts as applicable for payment to the Company and to notify the Company promptly upon becoming aware of any failure by the Governor, the General Assembly or the CTB to take such actions. Funds sufficient to pay the Public Funds Amount have been appropriated by the Virginia General Assembly and allocated by the CTB for such purpose.

Virginia Budgetary and Appropriations Process

Within the Commonwealth, the Governor is the chief planning and budget officer. The Secretary of Finance and the Department of Planning and Budget assist the Governor in the preparation of executive budget documents. The Governor’s Secretaries advise the Governor and the Department of Planning and Budget on the relative priority of the budget requests from their respective agencies.

Under the Constitution of the Commonwealth, no money may be paid out of the State Treasury except pursuant to appropriations made by law. No such appropriation may be made which is payable more than two years and six months after the end of the session of the Virginia General Assembly at which the appropriation was enacted. The Governor is required by statute to present a bill detailing the Governor’s budget for the next biennium (the “Budget Bill”) and a narrative summary of the bill to the Virginia General Assembly by December 20th of the year immediately prior to each even-year session. After the bill has passed both houses, differences between the House and Senate versions are reconciled by a conference committee from both houses.

Under constitutional provisions, the Governor retains the right in his review of legislative action on the Budget Bill, to suggest alterations to or to veto appropriations made by the Virginia General Assembly. After enactment, the Budget Bill becomes law (the “Appropriation Act”).

In the odd-year sessions, the Virginia General Assembly considers amendments to the Appropriation Act enacted in the previous year. The Governor submits a Budget Bill by December 20th which includes his proposed amendments. It is then introduced in both houses and is considered in the same manner as the regular biennial Budget Bill. The Appropriation Act enacted in the odd-year session is effective upon passage, whereas the regular biennial Appropriation Act is effective July 1, the beginning of the biennium.

An appropriation for a project or service is initially contained in the Appropriation Act enacted by the Virginia General Assembly. An agency request for an increase or other adjustments to its legislative appropriation must be reviewed and approved by the Department of Planning and Budget.

Implementation and administration of the provisions of the Appropriation Act are functions of the Governor, assisted by the Secretary of Finance and the Department of Planning and Budget. This process also involves monitoring of revenue collections and expenditures to ensure that a balanced budget is maintained. Each

91

Appropriation Act requires that if projected revenue collections fall below amounts appropriated, the Governor must reduce expenditures and withhold allotments of appropriations, with the exception of amounts needed for debt service and specified other purposes, to the extent necessary to prevent any expenditure in excess of estimated revenues. The Appropriation Act provides that up to 15 percent of a general fund appropriation to an agency may be withheld, if required.

The Constitution of the Commonwealth requires the Governor to ensure that expenses do not exceed total revenues anticipated plus fund balances during the period of two years and six months following the end of the General Assembly session in which the appropriations are made. A Revenue Stabilization Fund was established by constitutional amendment effective January 1, 1993, and is available to offset, in part, anticipated shortfalls in certain circumstances.

Financial Control Procedures

The Virginia General Assembly appropriates funds for a particular program in the Appropriation Act. These funds must then be allotted by the Governor and the Department of Planning and Budget for specific purposes. The State Comptroller accounts for certain specific personnel and non-personnel transactions. Once appropriation, allotment and accounting procedures have been completed, funds are disbursed by the State Treasurer upon a warrant of the State Comptroller drawn at the request of the responsible agency. Monies appropriated by the Virginia General Assembly from the Transportation Trust Fund and the Highway Maintenance and Operating Fund are allocated by the CTB.

ADVISOR REPORTS

This section includes brief summaries of the Advisors’ Reports contained in Appendices H, I and J, and all of the summaries in this section are qualified in their entirety by reference to those Reports. The Advisors’ delivery to the Company of their Reports for inclusion in this Official Statement was premised on the Company’s agreement to direct the readers’ attention to the disclaimers and limitations of liability included below or on the cover page or inside cover page of each of the Reports.

Investors may not rely upon the summaries but only upon the full reports and subject to the limitations and disclaimers in such Reports. The Reports are expressly subject to the qualifications, assumptions made, procedures followed, matters considered and any limitations on the scope of work contained therein. These summaries and the Reports in Appendices H, I and J are provided only as of the date set forth therein and do not include any event circumstances or changes with respect to the Project or otherwise after such date.

Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension – Traffic and Revenue Forecasts (SDG – Company Traffic Consultant)

SDG was commissioned by Elizabeth River Crossings LLC (the predecessor to the Company) in July 2010 to provide long-term traffic and revenue projections for the Project, including collecting and reviewing traffic data and patterns, reviewing economic data in the Hampton Roads area and analyzing socio-economic trends in the area affected by the Project and developing a forecasting model, and to prepare the Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension – Traffic and Revenue Forecasts, Final Report, March 2012 attached as Appendix H. The Report was prepared, in accordance with the requirements of and at the direction of, the board of managers of Elizabeth River Crossings LLC in accordance with their instructions and, accordingly, without the benefit of any instructions from any purchaser of the Series 2012 Bonds. The Report is addressed to Elizabeth River Crossings LLC and not to any purchaser of the Series 2012 Bonds but is being included in this Official Statement with the consent of SDG. This Report does not constitute a recommendation to any prospective purchaser of the Series 2012 Bonds whether it should purchase any of the Series 2012 Bonds.


Prospective purchasers of the Series 2012 Bonds should be aware that the agreement between SDG and Elizabeth River Crossings LLC, the rights and obligations of which were assigned to the Company, includes the

92

following limitation of liability: The total liability of the consultant under or in connection with this agreement (whether in contract, tort or otherwise) shall be limited in the aggregate to $2.5 million; provided however, the foregoing limitation shall not apply to (a) willful default, willful misconduct, gross negligence or fraud, or (b) liability for death or personal injury resulting from SDG’s negligence.

Overview

The traffic data was collected in 2010 and historical socio-economic analysis was based upon economic and demographic data available in 2010. As noted in SDG’s Report, traffic forecasts were based upon population and economic growth assumptions and forecasts and also upon the assumption that tolling would begin in 2012, that the New Midtown Tunnel and the MLK Extension would open and would be tolled in June 2016, that no toll increases would be considered until 2016 and that after 2016, tolls would increase at a rate of 3.5% per year and CPI inflation would be 3% in 2011, 2.1% in 2012 and 2.5% in each year thereafter. See Chapter 7 of SDG’s report for a summary of SDG’s forecast assumptions for adjustments made to accommodate tolling on the Existing Project Assets beginning in September 2012 instead of June 2012 and on the New Project Assets beginning at the end of December 2016 instead of earlier in 2016. Any forecast contained herein is an opinion based on reasonable investigation as to a future event and is inherently subject to uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized, and unanticipated events and circumstances beyond the control of Steer Davies Gleave may occur.

SDG prepared traffic and revenue forecasts for a scenario considered the most likely outcome by SDG, taking into account the balance of probabilities with all the different risks and uncertainties in the forecasting process. These traffic and revenue forecasts are based on model assignments for the years 2012 (expected commencement of tolling on the Existing Midtown Tunnel and the Existing Downtown Tunnels), 2016 (expected commencement of tolling on the New Midtown Tunnel and the New MLK Extension), 2026 and 2034. The intermediate years have been derived through liner interpolation. Forecasts beyond 2034 are derived through extrapolation. SDG’s forecast revenues are gross revenues and do not include revenue reductions.

Conclusions

The following table summarizes SDG’s forecasts in terms of average daily traffic for each Project Asset, total annual trips and annual revenues: TABLE 8.1 FORECAST SUMMARY Asset 2012 2016 2026 2034AADT* MTT 28,609 41,401 49,749 57,974 DTT 69,280 74,116 79,367 83,066 MLK 14,037 15,736 17,605 Annual Traffic (Million vehicles) MTT 2.28 13.55 18.21 21.22 DTT 5.31 28.05 29.08 30.43 MLK 2.56 5.90 6.59 Total 7.59 44.17 53.18 58.25 Annual Revenue ($M, 2010 prices) MTT 5.72 27.59 42.10 52.45 DTT 13.06 56.97 68.77 79.44 MLK 2.54 6.23 7.62 Total 18.77 87.10 117.10 139.51 Average Toll ($, 2010 prices) MTT 2.50 2.04 2.31 2.47 DTT 2.46 2.03 2.36 2.61 MLK 0.99 1.06 1.16 Overall 2.47 1.97 2.20 2.40 Source: Steer Davies Gleave. *Excludes ramp-up or part-year adjustments

93

See APPENDIX H –“Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension – Traffic and Revenue Forecasts (SDG).” In 2012, when tolling commences, SDG’s forecast shows that the Existing Midtown Tunnel and the Existing Downtown Tunnels generating $18.77 million of revenue at an average toll of $2.47. In 2016, following opening of the New MLK Extension and the New Midtown Tunnel, SDG forecasts that the combined facilities will carry 44.17 million vehicles and generate $87.10 million in revenue, at an average toll of $1.97. By 2026, SDG forecasts total traffic of 53.18 million vehicles, generating revenue of $117.10 million at an average toll of $2.20. By 2034, SDG expects further growth in traffic to 58.25 million vehicles, generating revenues of $139.51 million at an average toll of $2.40. The Equity Participants’ Traffic Advisor Report states that in 2016 the doubling of the Existing Midtown Tunnel and the opening of the New MLK Extension make the Existing Midtown Tunnel and the New Midtown Tunnel a much more attractive route. As a result, average daily traffic is forecast by SDG to increase from 28,609 to 41,401 vehicles between 2012 and 2016, whereas traffic through the Existing Downtown Tunnels is forecast to increase modestly from 69,280 to 74,116.

After 2016, the forecasted the traffic growth on both tunnels and the New MLK Extension are as follows:

Existing Midtown Tunnel and New Midtown Tunnel 2016-2034 CAGR: 1.9%

Existing Downtown Tunnels 2016-2034 CAGR: 0.6%

New MLK Extension 2016-2034 CAGR: 1.3%. SDG forecasts that by 2026 the combined traffic for the Existing Midtown Tunnel, New Midtown Tunnels

and Existing Downtown Tunnels will exceed 2010 levels by approximately 5% and by 2034 by approximately 15%. Traffic and revenue forecasts were prepared by SDG for the period 2012-2069. The table below

summarizes the results.

Table 8.6 AGGREGATE TRAFFIC AND REVENUE FORECAST

Year AADT Annual Traffic (M) Annual Revenue (M,

$2010) 2012 82,502 7.6 18.8 2013 89,395 32.6 76.6 2014 104,954 38.3 85.1 2015 108,795 39.7 83.4 2016 121,008 44.2 87.1 2017 131,593 48.0 93.5 2018 133,278 48.6 96.0 2019 134,769 49.2 98.5 2020 136,286 49.7 100.9 2021 137,829 50.3 103.5 2022 139,400 50.9 106.2 2023 140,998 51.5 109.0 2024 142,625 52.1 111.8 2025 144,282 52.7 114.7 2026 145,698 53.2 117.1 2027 147,358 53.8 119.7 2028 149,048 54.4 122.3 2029 150,760 55.0 125.0 2030 152,504 55.7 127.8 2031 154,279 56.3 130.6 2032 156,087 57.0 133.6 2033 157,928 57.6 136.6 2034 159,576 58.2 139.5

94

Year AADT Annual Traffic (M) Annual Revenue (M,

$2010) 2035 160,533 58.6 141.8 2036 161,499 58.9 144.1 2037 162,474 59.3 146.3 2038 163,458 59.7 148.7 2039 164,451 60.0 151.2 2040 165,454 60.4 153.7 2041 165,960 60.6 155.7 2042 166,468 60.8 157.8 2043 166,979 60.9 159.9 2044 167,492 61.1 161.9 2045 168,008 61.3 164.0 2046 168,267 61.4 165.9 2047 168,526 61.5 167.8 2048 168,787 61.6 169.7 2049 169,048 61.7 171.7 2050 169,309 61.8 173.7 2051 169,440 61.8 175.5 2052 169,571 61.9 177.3 2053 169,703 61.9 179.1 2054 169,834 62.0 181.1 2055 169,966 62.0 183.0 2056 170,032 62.1 184.8 2057 170,098 62.1 186.7 2058 170,164 62.1 188.6 2059 170,230 62.1 190.5 2060 170,296 62.2 192.5 2061 170,329 62.2 194.4 2062 170,362 62.2 196.3 2063 170,395 62.2 198.2 2064 170,428 62.2 200.2 2065 170,461 62.2 202.3 2066 170,478 62.2 204.3 2067 170,494 62.2 206.3 2068 170,511 62.2 208.3 2069 170,528 62.2 210.4

Note: January-March 2070 part-year forecasts not shown Source: Steer Davies Gleave

See APPENDIX H –“Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension – Traffic and Revenue Forecasts (SDG).”

Independent Traffic and Revenue Advisor Report (Arup) and Independent Technical Advisor Report (Arup)

Limitation of Liability. For the benefit of prospective lenders under a consulting agreement with Elizabeth River Crossings LLC and assigned to the Company, Arup USA, Inc. (“Arup”), in its capacity as the Independent Traffic and Revenue Advisor, prepared a due diligence report included in this Official Statement as APPENDIX I reviewing traffic and revenue outlook for the Project and in its capacity as Independent Technical Advisor, prepared the Independent Technical Advisor Report included in this Official Statement as Appendix J. Arup’s agreement with Elizabeth River Crossings LLC contains limitations of liability (summarized on the inside cover page of the Report in Appendix I and on the inside cover page of the Report in Appendix J), including (among other limitations) the agreement that Arup’s total liability to the Company and Project lenders under or in connection with the agreement whether in contract, tort, negligence, breach or otherwise (but not in the case of gross negligence, willful

95

misconduct or fraud) shall be limited to direct damages in an amount equal to three times the agreement price received by Arup. The Company has agreed to indemnify Arup under certain circumstances if Arup’s cap on liability has been exceeded.

Independent Traffic and Revenue Advisor Report (Arup)

Overview. Arup reviewed the traffic and revenue forecasts model, forecasts, and assumptions developed by SDG, as outlined in SDG’s Final Draft Report, March 2012 and developed the lenders’ cases in Section 8 thereof. Arup’s due diligence assessment summarized below is to be read in conjunction with SDG’s report. Arup notes that SDG’s revenue forecast did not include revenue reductions but that the Company applied these reductions in its financial model. As described in Section 8.4 of its Report, Arup’s revenue forecasts for the base and downside cases have incorporated these reductions for the specific purpose of a more conservative approach for the benefit of lenders or bond investors.

Conclusions. According to Arup, if properly implemented and concurrent with an extensive marketing campaign to address the onset of tolling in facilities that have been toll-free for the majority of the crossings, the additional capacity brought about by the Project does offer the potential of benefits for its anticipated users. Such benefits include reduced travel time, better travel time reliability, less congestion in the Norfolk and Portsmouth city centers, reduced vehicle operating costs and fuel efficiency savings. The Project facilities do offer, in Arup’s opinion, a fundamental economic rationale for the use of the facilities, whereby user incurred tolls and other costs have the potential to be more than outweighed by the ostensible travel time reliability and savings for most trips across the Elizabeth River. There are alternative crossings of the Elizabeth River, but most are outside of the core urban corridor connecting downtown Norfolk to Portsmouth.

Arup notes that the proposed tolling systems technology is state-of-practice and is proven in several all-electronic projects around the world. The Company’s toll systems supplier, FST and its partners, have considerable experience providing tolling components including back office systems, OEM equipment, and operations services throughout the US, including in Virginia. FST’s experience as an integrator of roadside toll-collection systems is limited, with one of its previous projects including the E-470 toll road in Denver, Colorado.

Arup also notes that the reliance on video tolling for a large proportion of toll revenues, particularly in the early years of the concession period, raises some concern due to the potential difficulty of collecting tolls on vehicles with out-of-state license plates. Although Virginia has robust legislative support for video tolling and enforcement, including the ability to deny violators’ vehicle-registration renewal for non-payment of tolls, the system’s capacity to locate and prosecute out-of-state violators may be more limited. This is potentially significant due to the large military population in Hampton Roads, with many of these drivers retaining license plates from their original state of residency. In the Independent T&R Advisor’s opinion, however, the inclusion of bad-debt allowances may be sufficient to cover reasonable losses resulting from difficulties in toll collection from out-of-state vehicles.

In terms of SDG’s traffic data collection efforts for the Project area, Arup believes it to be a robust approach and that the data used are appropriate. Arup reviewed the approach, data, methodology, and outputs developed by SDG, as well as the secondary reports and data provided by the Hampton Roads Transportation Planning Organization (“HRTPO”) and VDOT. It is Arup’s opinion that SDG’s approach to developing its traffic and revenue forecasts is reasonable and the analysis sufficiently robust, based on the data available.

SDG developed a comprehensive traffic model over the period of a year. The model represents traffic conditions in the base year adequately, and therefore provides a robust basis for developing a forecast for the Project facilities. Further, having reviewed the model and assumptions, Arup opines that the model behaves logically with regard to short/long-term select link analysis and the different assignment paths.

The socio-economic assumptions underlying SDG’s forecast are considered reasonable and consistent with Arup’s independent assessment. Concerns over a potential decline in the defense sector in the region have been accounted for in Arup’s downside scenarios (a 3.5% decrease in the light vehicle traffic for all origin-destination pairs in the area). Further, Arup considers SDG’s value of time, demand elasticity and ramp-up assumptions adequate and appropriate for the forecast.

96

In sum, Arup notes the following observations concerning the traffic and revenue potential for this Project:

• The adoption and penetration rate of E-ZPass transponders in an area that has historically had few tolls and limited need for E-ZPass technology. Arup considers the Company’s assumption of 75% E-ZPass penetration by 2012 to be aggressive. While the issue will likely be mitigated by the plan to increase E-ZPass usage in cooperation with VDOT, there is a concern about the ramp-up period of E-ZPass acceptance. For this reason, Arup recommends strongly a campaign to introduce the tolling concepts and user issues well before tolls are implemented.

• The implementation and public acceptance of a toll prior to any improvement in infrastructure and within 12-15 months of financial close. Arup has included ramp-up and trip suppression in the forecast to account for this potential public-acceptance issue. This takes into account the change in drivers’ behavior as a result of the change in infrastructure (users need time to adjust their routes and become familiar with the New Midtown Tunnel and New MLK Extension) and the introduction of tolls (current tunnel users are likely to investigate using alternative routes and/or changing destinations in order to avoid tolls).

• Level of non-payment by violators. Arup considered the impact of non-payment on revenue forecasts, by including a “leakage” factor in the revenue estimates which may be offset by higher rates.

As described below under “PROJECTED FINANCIAL INFORMATION,” the traffic projections upon which the Company’s revenue forecasts are based reflect the base case assumptions and traffic projections described in Arup’s Independent Traffic and Revenue Report. See APPENDIX I –“INDEPENDENT TRAFFIC & REVENUE ADVISOR REPORT (ARUP).”

Independent Technical Advisor Report (Arup)

Arup USA, Inc., as Independent Technical Advisor (in such capacity, “Arup Technical”), prepared the Independent Technical Advisor Report, dated March 27, 2012, included in this Official Statement as APPENDIX J. Arup Technical reviewed concession documents, site conditions, preliminary design plans and documents, environmental records, and other materials to assess the adequacy of the Company’s bid preparation process and the degree to which potential Project risks have been mitigated or transferred to the appropriate party under the terms of the Project agreements.

Based on the information reviewed to date, Arup Technical opines in the Independent Technical Advisor Report that there are no apparent material flaws in the planned design, construction, operations, maintenance, and rehabilitation approaches for the Project. The Company has agreed to indemnify Arup Technical under certain circumstances if Arup Technical’s cap on liability has been exceeded.

Overview. Elizabeth River Crossings LLC, the predecessor to the Company, commissioned Arup Technical for the Project in May 2011. In connection with such appointment, Arup Technical has, among other things, prepared a report that reviews the basic elements of the Project; certain Project documents, including the Comprehensive Agreement, Design Build Contract and Tolling Contract; construction costs and schedule under the Design Build Contract and the Tolling Contract; design features; planned operation and maintenance; tolling systems; financial model technical inputs and sensitivities; approvals and permits; and the experience of key Project participants. Certain conclusions made by Arup Technical in the Independent Technical Advisor Report are detailed below.

Project Participants. Arup Technical notes that Skanska affiliates and Macquarie affiliates maintain extensive holdings of toll road assets throughout the world and that each member of the Design Build Contractor – Skanska USA Civil Southeast, Kiewit and Weeks Marine – features the requisite experience and corporate strength to complete large complex projects. Arup Technical also notes that the Tolling Contractor also has extensive experience in these roles on projects throughout the United States, including in Virginia.

Certain Project Agreements. Arup Technical opines that the technical requirements of the Comprehensive Agreement are reasonable and in accordance with similar provisions observed for other public-private-partnership (“P3”) arrangements throughout the United States, that the relief provisions for delay and compensation events

97

thereunder are reasonable and that technical risks have been passed down to the Design Build Contractor and the Tolling Contractor, as appropriate. Arup Technical further opines that the provisions for liquidated damages payable to VDOT under the Comprehensive Agreement for delayed Substantial Completion and/or final acceptance are reasonable, the provisions of the non-compliance points system are reasonable, the Company is unlikely to exceed the thresholds which would trigger increased monitoring or the requirement to implement a performance improvement plan, and the Company Default provisions are as expected with reasonable cure periods such that Arup Technical considers it unlikely the Company would reach the Company Default threshold.

With respect to the Design Build Contract, Arup Technical opines that such agreement includes customary provisions for P3 projects of this nature; that the performance security is sized appropriately to cover construction risks thereunder; and that the liquidated damages specified therein are sized appropriately to cover the Company's lost toll revenues and the liquidated damages the Company would be required to pay to VDOT for delay in achieving substantial completion or final acceptance under the Comprehensive Agreement. Arup Technical opines also that the liquidated damages cap is sufficient to cover potential accrued liquidated damages through the Long Stop Date and that the limit of liability under the Design Build Contract is adequate to cover any potential liability incurred as a result of the Design Build Contractor’s failure to perform.

With respect to the Tolling Contract, Arup Technical opines that such agreement includes customary provisions for P3 project of this nature and reflects an appropriate pass through of the Company’s responsibilities under the Comprehensive Agreement to the Tolling Contractor.

Cost and Schedule. In Arup Technical’s opinion, the Contract Price under the Design Build Contract has been derived in a logical and rational manner. Within the cost estimate for the Project, Arup Technical notes that the Design Build Contractor has priced an adequately staffed construction organization with experienced personnel and managers familiar with the region and with the specialty construction methods to be used. Arup Technical also states that the degree of confidence in the construction cost estimate and schedule is further enhanced by the level of design work undertaken, with 30% design plans approved by VDOT.

Arup Technical further opines that the initial baseline schedule represents a reasonable approximation of how the Design Build Contractor intends to perform the work and that the schedule captures the key elements of work in a sufficient manner and with satisfactory detail to develop an accurate duration for the works corresponding to the estimate.

Arup Technical also opines that the contractual time periods contained in the Design Build Contract and Comprehensive Agreement are reasonable to allow the Design Build Contractor to achieve key milestone dates, that the Design Build Contractor has set aside an adequate contingency in the construction cost estimate for cost overruns and that the contingency and profit set aside is sufficient to cover reasonably foreseeable cost overruns for a project of this size and complexity.

Although Arup Technical notes the possibility of potential structural risk to the existing adjacent Midtown Tunnel as a result of the new facility’s construction, based on Arup Technical's assessment of the engineering measures undertaken by the Design Build Contractor, Arup Technical believes the probability of its occurrence is remote.

Arup Technical also notes that other construction risks that can be considered normal for this type of marine work should be sufficiently covered by builders’ risk insurance and contingency and these construction risks are priced adequately within the Contract Price.

Design Review. Arup Technical’s review was based upon the 30% design-build submittal drawings that formed the basis of the Design Build Contractor’s bid and evaluated Project design features, including the overall design approach and departures from standard.

New Midtown Tunnel. Arup Technical notes that both the lead designer, Parsons Brinckerhoff, and the Design Build Contractor are experienced in the type of construction to be undertaken with respect to the New Midtown Tunnel and are familiar with the Project location. Arup Technical notes that the geotechnical evaluation and design for the New Midtown Tunnel are critical to the Project’s success and opines that the design build team has conducted a sufficient amount of geotechnical investigations to adequately inform the preliminary design and the construction cost estimate and schedule. Arup Technical further opines that the preliminary tunnel design,

98

including the proposed temporary works for the tunnel approaches, is reasonable and appropriate at this stage of design development.

New MLK Extension. Arup Technical states that the proposed alignment and geometry of the New MLK Extension are generally in conformance with the Project’s technical requirements and the Company's lead design firm has requested and been granted design exceptions and/or waivers from VDOT to allow for minor departures from the relevant code requirement.

Existing Midtown Tunnel and Existing Downtown Tunnels. With respect to the rehabilitation of the Existing Midtown Tunnel and the Existing Downtown Tunnel, Arup Technical notes that the scope of the rehabilitation work is clearly delineated in the Comprehensive Agreement and the Design Build Contract and that a reasonable risk-sharing mechanism is in place to address unforeseen conditions. Arup Technical also states that the construction methods and alignment for the New Midtown Tunnel have been appropriately developed to minimize stresses from the construction on the adjacent Existing Midtown Tunnel.

Operations & Maintenance. Arup Technical opines that the Company’s proposed approach to operations and maintenance for the construction and operations periods is logically structured to undertake the principal operations and maintenance obligations; and in general, Arup Technical considers the proposed scope, staffing levels, and cost estimates for this work to be adequate at this stage of the Project development. Arup Technical notes that there is limited risk of the Company experiencing material cost overruns during the concession term and that although the Comprehensive Agreement does not contain a specific escalation factor for O&M Expenditures, the Company is entitled to increases tolls on an annual basis by the greater of 3.5% or the increase in the Consumer Price Index.

Arup Technical notes that the Company is comprised of two experienced developers and operators (Macquarie and Skanska) that have the requisite resources and experience to perform the operations and maintenance responsibilities under the Comprehensive Agreement and that the program for major maintenance and rehabilitation is reasonable and in conformance with normal industry practice.

Toll Systems. Arup Technical concludes in Arup Technical Report that the requirements under the Comprehensive Agreement pertaining to the tolling system are not unusual and are achievable by the Company and the Tolling Contractor, the tolling operations parameters contained in the Tolling Contract are reasonable and the Tolling Contractor has considerable experience providing tolling components including back office systems, OEM equipment, and operations services throughout the United States, including in Virginia. Arup Technical also notes that there are multiple proven systems solutions available that can be readily adapted by a systems integrator to comply with the tolling requirements of the Comprehensive Agreement.

Arup Technical reviewed initial schedules that contemplated a Financial Close Date of December 31, 2011 and implementing tolling on the Existing Project Assets in June 2012 and notes that any delay in the ability to achieve the June 2012 tolling system acceptance date would likely be limited to one or two months and in any event that the Company’s financial model, described below, does not assume toll revenues prior to September 30, 2012.

Approvals and Permits. Arup Technical notes that the Project ROW acquisition schedule provided appears to be comprehensive and achievable. Although the utility relocations will require significant coordination with third parties, Arup Technical concludes that, based on the degree of planning and interaction conducted by, and the experience of, the Design Build Contractor, the risk related to the timing of utility relocations in manageable.

Arup Technical notes that the Project is in compliance with NEPA requirements, with a Finding of No Significant Impact issued in August 2011 and based on its review of the available information pertaining to environmental compliance in relation to the design, construction, operation and maintenance of the Project, concludes that the Project’s environmental risks are manageable. See APPENDIX J – “INDEPENDENT TECHNICAL ADVISOR REPORT.”

PROJECTED FINANCIAL INFORMATION

The following tables set forth the Company’s projected sources and uses of funds and cash flow before the Substantial Completion of the New Project Assets Date and after the Substantial Completion of New Project Assets

99

Date and are based on a number of assumptions and projections described elsewhere in this Official Statement, including the Appendices. The tables were compiled by the Company based on information and assumptions furnished by or to the Company and information and assumptions derived from the Advisor Reports included in Appendix H, Appendix I and Appendix J.

Projected Sources and Uses of Funds up to the Substantial Completion of the New Project Assets Date

The Company’s estimated sources and uses of available funds are summarized in the following table. The projected toll revenue shown in the table is derived from the Company’s Model, is based on Arup’s base case summarized in Appendix I, and is based upon the assumptions that tolling of the Existing Project Assets, at the rates permitted by the Comprehensive Agreement, will begin on September 30, 2012, the scheduled Tolling and O&M Work Commencement Date for the Existing Project Assets, and that tolling of the New Project Assets will begin in 2017.

As noted in the table below, construction contract costs are based upon the assumption that the Design Build Notice to Proceed and the Tolling Work Notice to Proceed are delivered on the dates currently scheduled and that no events occur that would entitle the contractors to increase their contract prices or be granted schedule relief or that would increase budgeted Operating & Maintenance Expenditures. The Contract Price shown below is the price in effect after March 31, 2012 and before May 1, 2012, not the price in effect before April 1, 2012 ($1.460 billion), as assumed in Arup’s Reports. See “THE PRINCIPAL PROJECT AGREEMENTS—The Design Build Contract—Contract Price” below and Appendix I.


100

PROJECTED SOURCES AND USES OF FUNDS

Projected Sources and Uses of Funds up to the Substantial Completion of the New Project Assets Date (1)

(Dollars in thousands)

Sources

Public Funds Amount (2) $308,605

Series 2012 Bond Proceeds, plus net Original Issue Premium 675,003

TIFIA Loan (3) 422,000

Capitalized Interest on the TIFIA Loan (3) 45,977

Interest Income on the Series 2012 Bond Proceeds (4) -

Toll Revenue (5), (6) 368,212

Base Capital Contributions (7) 221,043

Total Sources of Funds $2,040,840

Uses

Contract Price up to Substantial Completion of the New Project Assets (8) $1,420,895

Construction Reserve Account (8) 47,565

Total Contract Price 1,468,460

Tolling Implementation Costs (9) 11,381

Total Construction Costs 1,479,841

Operating & Major Maintenance Expenses (10) 208,381

Interest on Series 2012 Bonds (11) 174,963

Capitalized Interest on the TIFIA Loan (3) 45,977

Total Interest Expense 220,941

Development Fee and Transaction Costs (12) 61,869

Underwriters’ Discount 4,688

Total Fees and Expenses 66,557

Debt Service Reserve Account (13) 18,547

Major Maintenance Reserve Account (14) 46,573

Total Uses of Funds $2,040,840 (1) Totals presented may not add up due to rounding. (2) The Public Funds Amount of $362 million specified in the Comprehensive Agreement is subject to change as a result of the interest rate and

TIFIA credit assistance benchmarking mechanism set forth in the Comprehensive Agreement. Based on the final interest rates on the Series 2012 Bonds and an assumed State and Local Government Series securities interest rate of 3.39% (which is the base rate for the TIFIA Loan), the Public Funds Amount is assumed to be $308.6 million and is subject to change prior to the Financial Close Date.

(3) Subject to change prior to the closing of the TIFIA Loan. Interest accruing on the TIFIA Loan prior to the Substantial Completion of New Project Assets Date will be added to the principal amount of the TIFIA Loan. See “FINANCING FOR THE PROJECT –The TIFIA Loan.”

(4) Assumes no investment income. (5) The projected toll revenue shown in the table is derived from the Company’s Model, is based upon Arup’s base case summarized in Appendix I,

except that (i) the Company’s revenue projections shown above are calculated as nominal numbers reflecting 0% escalation in tolls as required in the Comprehensive Agreement; (ii) the revenue projections shown in Appendix I are calculated in real numbers that reflect real toll deflation at the assumed inflation of 2.5%; and (iii) the revenue projections are based upon the assumptions that tolling of the Existing Project Assets, at the rates permitted by the Comprehensive Agreement, will begin on September 30, 2012, the scheduled Tolling and O&M Work Commencement Date of the Existing Project Assets. See “RECENT DEVELOPMENTS” and Appendix I.

(6) To offset shortfalls in anticipated toll revenues or increases in O&M Expenditures up to the Substantial Completion of the New Project Assets Date, the Equity Participants are providing at Financial Close, pursuant to the terms of the Equity Contribution Agreement, Contingent Capital Commitments in an aggregate amount equal to $51.424 million, which is calculated as 22% of projected construction period revenues less budgeted O&M Expenditures for the period from the date the Company is scheduled to commence tolling on the Existing Project Assets to the Scheduled Substantial Completion of the New Project Assets Date, in each case as set forth in the Base Case Financial Model provided at Financial Close. Such Contingent Capital Commitments will be supported by Equity Letters of Credit and/or cash deposited into a Contingent Cash Collateral Account in the aggregate initial amount of such Equity Participant’s outstanding Contingent Capital Commitment. At the end of each month following the scheduled commencement of tolling of the Existing Project Assets until the Scheduled Substantial Completion of the

101

New Project Assets Date, the Contingent Capital Commitment of each Equity Participant will be reduced in an amount equal to such Equity Participant’s Percentage Interest of the amount that the Contingent Capital Commitments of all Equity Participants on such date exceeds 22% of projected revenues less budgeted O&M Expenditures, in each case, through the Scheduled Substantial Completion of the New Project Assets Date. See “FINANCING FOR THE PROJECT – Capital Contributions – Contingent Capital Contributions and Project Revenues During Construction.”

(7) Each Equity Participant is required to deliver on the Financial Close Date Equity Letters of Credit to secure its obligation to provide the Base Capital Commitment. Base Cash Collateral Accounts also may be funded to secure each Equity Participant’s obligation to meet its Base Capital Commitment. See “FINANCING FOR THE PROJECT – Capital Contributions.” Does not include amounts available under the Equity Letters of Credit relating to the Contingent Capital Commitment, which also will be delivered on the Financial Close Date. The amount of each Equity Letter of Credit is subject to change and will be finalized at the time that the Public Funds Amount and the amount of and interest rate on, the TIFIA Loan are determined.

(8) The Contract Price shown is the price in effect on the Financial Close Date. (9) Includes Tolling Contractor Work Contract Sum and other costs of implementing the tolling system. (10) Includes operating & major maintenance costs; tolling operating costs (including the Tolling O&M Fee payable to the Tolling Contractor under

the Tolling Contract); trustee and other agent fees; and insurance costs. (11) Represents the interest on the Series 2012 Bonds through December, 2016. (12) Includes development fee and reimbursement of approximately three years of out-of-pocket expenses incurred by the Development Affiliate,

initial rating agency costs, certain legal and consultant fees and certain other bond issuance costs. See “RELATED PARTIES.” (13) Represents the Debt Service Reserve Required Balance required to be on deposit in the Debt Service Reserve Account on the Financial Close

Date. (14) Represents the required Major Maintenance Reserve Required Balance to be on deposit in the Major Maintenance Reserve Account as of the

Substantial Completion of the New Project Assets Date, assumed to be December 2016. Source: Compiled by the Company.


102

ESTIMATED APPLICATION OF SERIES 2012 BOND PROCEEDS (Dollars in thousands) (1)

Sources Principal Amount of Series 2012 Bonds $663,750 Net Original Issue Premium 11,253

Total Sources $675,003

Uses Underwriters’ Discount $4,688 Deposit to the PABs Subaccount of the Construction Account for the payment of qualified Project Costs (2) 651,768 Deposit to the Debt Service Reserve Account (3) 18,547 Total Uses $675,003

(1) Totals presented may not add up due to rounding. (2) Deposits for the payment of qualified Project Costs including Contract Price, Tolling Implementation Costs,

interest on the Series 2012 Bonds and certain transaction costs including development fee and reimbursement of approximately three years of out-of-pocket expenses incurred by the Development Affiliates, initial rating agency costs, certain legal and consultant fees and certain other bond issuance costs.

(3) Represents the Debt Service Reserve Required Balance required to be on deposit in the Debt Service Reserve Account, funded initially, in its entirety from proceeds of the Series 2012 Bonds on the Financial Close Date.

Projected Cash Flow up to Substantial Completion of the New Project Assets

The following table summarizes the Company’s projected cash flow between Financial Close and December 2016, the scheduled Substantial Completion of New Project Assets Date, assuming a Financial Close Date after March 31, 2012 and before May 1, 2012. The timing and amounts of the disbursements shown under “Sources” reflect expected disbursements from VDOT under the Comprehensive Agreement and from TIFIA under the TIFIA Loan Agreement, based upon the schedules of Work contained in the Design Build Contract and the Tolling Contract and based upon the budgeted costs and schedule for the other Project operating costs and major maintenance. The provision and releases of the Contingent Capital Commitment and capitalized interest on the TIFIA Loan are not included in the Table.

103

PROJECTED CASH FLOWS UP TO THE SUBSTANTIAL COMPLETION OF THE NEW PROJECT ASSETS DATE(1)


Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Total

Sources(2) Public Funds Amount(3) $138,330 $163,314 $6,960 - - - - - - - $ 308,605 Series 2012 Bond Proceeds(4) 84,666 - 52,530 $90,189 $109,487 $99,493 $113,727 $124,913 - 0 675,003

TIFIA Loan 12,747 28,784 95,664 90,189 89,152 63,335 42,128 - - - 422,000 Interest Income on the Series 2012 Bond Proceeds

- - - - - - - - - - -

Toll Revenue(5) - 12,533 37,228 37,302 43,942 45,325 46,791 46,684 48,355 50,052 368,212

Base Capital Contributions(6) - - - - - - - 20,987 80,192 119,864 221,043

Total Sources of Funds $235,742 $204,632 $192,382 $217,679 $242,580 $208,153 $202,647 $192,584 $128,547 $169,916 $1,994,863

Uses

Contract Price(7) $125,512 $162,417 $149,036 $174,175 $198,413 $170,960 $164,524 $152,763 $88,801 $34,293 $1,420,895

Construction Reserve Account(7) - - - - - - - - - 47,565 47,565

Tolling Implementation Costs(8) 2,336 6,032 - - - - - - 146 2,867 11,381 Operating & Major Maintenance Costs(9)

14,753 17,635 24,798 24,957 25,620 18,646 19,576 21,273 21,053 20,070 208,381

Interest on the Series 2012 Bonds(10) 8,037 18,547 18,547 18,547 18,547 18,547 18,547 18,547 18,547 18,547 174,963 Development Fee and Transaction Costs(11)

61,869 - - - - - - - - - 61,869

Underwriters’ Discount 4,688 - - - - - - - - - 4,688

Debt Service Reserve Account(12) 18,547 - - - - - - - - - 18,547

Major Maintenance Reserve Account(13) - - - - - - - - - 46,573 46,573

Total Uses of Funds $235,742 $204,632 $192,382 $217,679 $242,580 $208,153 $202,647 $192,584 $128,547 $169,916 $1,994,863

Available Resources

Series 2012 Bond Proceeds $590,338 $590,338 $537,808 $447,619 $338,133 $238,640 $124,913 $0 $0 - Equity Letters of Credit (Base Capital Commitment)

221,043 221,043 221,043 221,043 221,043 221,043 221,043 200,056 119,864 -

Equity Letters of Credit (Contingent Capital Commitment)(14)

51,424 50,093 45,315 40,752 34,781 28,193 21,356 14,605 7,490 -

Debt Service Reserve Account 18,547 18,547 18,547 18,547 18,547 18,547 18,547 18,547 18,547 18,547

Major Maintenance Reserve Account - - - - - - - - - 46,573

Total Resources $881,352 $880,020 $822,713 $727,962 $612,504 $506,423 $385,859 $233,209 $145,901 $65,120

Footnotes on following page.

104

(1) Columns reflect cash flows in each semi-annual period ending on and including the column date. Totals presented may not add up due to rounding. Non-cash items excluded: (i) provision of and releases of Contingent Capital Commitments (Zero forecasted draws on Contingent Capital Commitments, based on projected toll revenue which is derived from the Company’s Model and based on Arup’s base case summarized in Appendix I, and current projected O&M Expenditures); and (ii) capitalized interest on the TIFIA loan.

(2) Sources of Funds schedule reflects the expected timing of the receipt of funds. (3) The Public Funds Amount of $362 million, as specified in the Comprehensive Agreement, is subject to change as a result of the interest rate and TIFIA credit assistance benchmarking mechanism

set forth in the Comprehensive Agreement. Based on the final interest rates on the Series 2012 Bonds and an assumed State and Local Government Series securities interest rate of 3.39% (which is the base rate for the TIFIA Loan), the Public Funds Amount is assumed to be $308.6 million and is subject to change prior to the Financial Close Date.

(4) Represents expected draws from Series 2012 Bond Proceeds. (5) The projected toll revenue shown in the table is derived from the Company’s Model, is based upon Arup’s base case summarized in Appendix I, except that (i) the Company’s revenue projections

shown above are calculated as nominal numbers reflecting 0% escalation in tolls as required in the Comprehensive Agreement; (ii) the revenue projections shown in Appendix I are calculated in real numbers that reflect real toll deflation at the assumed inflation of 2.5%; and (iii) is based upon the assumptions that tolling of the Existing Project Assets, at the rates permitted by the Comprehensive Agreement, will begin on September 30, 2012, the scheduled Tolling and O&M Work Commencement Date of the Existing Project Assets. See “RECENT DEVELOPMENTS” and Appendix I.

(6) Each Equity Participant is required to deliver on the Financial Close Date Equity Letters of Credit to secure its obligation to provide the Base Capital Commitment. Base Cash Collateral Accounts also may be funded to secure each Equity Participant’s obligation to meet its Base Capital Commitment. See “FINANCING FOR THE PROJECT – Capital Contributions.” Does not include amounts available under the Equity Letters of Credit relating to the Contingent Capital Commitment, which also will be delivered on the Financial Close Date. The amount of each Equity Letter of Credit is subject to change and will be finalized at the time the Public Funds Amount and the amount of, and interest on, the TIFIA Loan are determined.

(7) The Contract Price shown is the price in effect on the Financial Close Date. (8) Includes operating & major maintenance costs; tolling operating costs (including the Tolling O&M Fee payable to the Tolling Contractor under the Tolling Contract); trustee and other agent fees;

and insurance costs. (9) Includes Tolling Contractor Work Contract Sum and other costs of implementing the tolling system. (10) Represents the interest on the Series 2012 Bonds through December, 2016. (11) Includes development fee and reimbursement of approximately three years of out-of-pocket expenses incurred by the Development Affiliate, initial rating agency costs, certain legal and consultant

fees and certain other bond issuance costs. See “RELATED PARTIES.” (12) Represents the Debt Service Reserve Required Balance to be deposited into the Debt Service Reserve Account, funded initially in its entirety from proceeds of the Series 2012 Bonds on the

Financial Close Date. (13) Represents the Major Maintenance Reserve Required Balance to be deposited into the Major Maintenance Reserve Account as of the Substantial Completion of New Project Assets Date, assumed to

be December 2016. (14) To offset any shortfall in anticipated toll revenues or increase in O&M Expenditures up to the Substantial Completion of the New Project Assets Date, the Equity Participants have provided,

pursuant to the terms of the Equity Contribution Agreement, Contingent Capital Commitments in an aggregate initial amount equal to $51.424 million at Financial Close, which is calculated as 22% of projected construction period revenues less budgeted O&M Expenditures for the period from the date the Company is scheduled to commence tolling on the Existing Project Assets to the Scheduled Substantial Completion of the New Project Assets Date in each case as set forth in the Base Case Financial Model provided at Financial Close. Such Contingent Capital Commitments will be supported by Equity Letters of Credit and/or cash deposited into a Contingent Cash Collateral Account in the aggregate amount of such Equity Participant’s outstanding Contingent Capital Commitment. At the end of each month following the scheduled commencement of tolling of the Existing Project Assets until the Scheduled Substantial Completion of the New Project Assets Date, the Contingent Capital Commitment of each Equity Participant will be reduced in an amount equal to such Equity Participant’s Percentage Interest of the amount that the Contingent Capital Commitments of all Equity Participants on such date exceeds 22% of projected revenues less budgeted O&M Expenditures, in each case, through the Scheduled Substantial Completion of the New Project Assets Date. See “FINANCING FOR THE PROJECT – Capital Contributions – Contingent Capital Contributions and Project Revenues During Construction.”

Source: Compiled by the Company.

105

Projected Operating Revenues, Expenses and Debt Service Coverage

The Company’s projected revenues, operating and maintenance expenses, major maintenance expenditures, debt service and debt service coverage are shown in the following table. The expenses and capital expenditures are based upon current projected amounts as described in the Arup’s Technical Report in Appendix J and current planned deposits to the Major Maintenance Reserve Account. The traffic projections upon which revenue forecasts are based reflect the base case assumptions and traffic projections described in Arup’s Technical Report included in Appendix I. The projected toll revenues are derived from the Company’s Model and are based on Arup’s base case summarized in Appendix I, except that the Company’s revenue projections shown below are calculated as nominal numbers escalated at 3.5% as permitted in the Comprehensive Agreement and reflects an adjustment for the reconfiguration of the tolling equipment being installed at the High Street ramp of the MLK Extension so that local traffic is not tolled, and the revenue projections shown in Appendix I are calculated in real numbers that include real toll increases of 1% and exclude inflation escalation of 2.5%.

PROJECTED FREE CASH FLOW AND DEBT SERVICE COVERAGE FOR THE SERIES 2012 BONDS AFTER THE SUBSTANTIAL COMPLETION OF THE NEW PROJECT ASSETS DATE(1)

Arup’s Base Case Projections of Traffic and Revenue (Years 2017-2041) (Dollars in thousands)

Year (Dec. 31)

Revenues(2)

(A)

O&M Expenses

(B)

Maintenance Capital

Expenditures(3)

Deposits into Major

Maintenance Reserve

Account(4)

(C)

Free Cash Flow

(A - B - C)=(D)

Debt Service on the Series

2012 Bonds (E)

Senior Debt Service

Coverage Ratio

(D / E)

2017 $109,106 $35,528 $11,897 – $73,577 $37,095 1.98x 2018 112,621 33,779 8,424 – 78,842 37,095 2.13x 2019 117,559 34,104 9,182 $7,721 75,734 37,095 2.04x 2020 122,745 34,832 7,407 10,533 77,380 37,095 2.09x 2021 128,101 36,532 9,663 10,680 80,889 37,095 2.18x 2022 131,675 37,100 15,252 9,889 84,686 38,435 2.20x 2023 137,239 37,706 10,041 11,673 87,860 40,526 2.17x 2024 143,071 38,616 7,175 13,133 91,322 42,766 2.14x 2025 148,884 39,672 10,254 12,047 97,165 46,610 2.08x 2026 154,935 40,930 12,086 13,539 100,466 48,742 2.06x 2027 161,757 42,153 17,177 13,759 105,845 52,295 2.02x 2028 169,594 43,249 13,016 16,950 109,396 54,620 2.00x 2029 177,563 44,528 5,910 21,281 111,755 56,142 1.99x 2030 186,387 45,882 18,053 17,540 122,965 49,930 2.46x 2031 195,226 48,545 18,057 17,501 129,179 53,024 2.44x 2032 204,531 49,350 25,778 14,631 140,550 58,948 2.38x 2033 214,485 50,351 23,235 14,732 149,402 63,423 2.36x 2034 224,176 51,821 3,091 16,727 155,628 66,426 2.34x 2035 233,675 53,377 17,901 13,898 166,400 71,881 2.31x 2036 243,417 55,328 14,296 15,097 172,992 75,026 2.31x 2037 253,424 56,951 23,640 15,266 181,207 69,605 2.60x 2038 263,897 58,343 11,070 19,403 186,152 72,119 2.58x 2039 275,172 60,105 6,585 24,964 190,103 74,079 2.57x 2040 287,050 61,904 19,092 22,039 203,107 80,855 2.51x 2041 297,836 65,435 24,316 20,546 211,855 75,254 2.82x

(1) Debt service coverage ratios shown on this table do not account for additional senior debt that may be incurred

by the Company to the extent permitted under the Financing Documents relating to the Series 2012 Bonds. Free cash flows shown in this table exclude any Contract Price payments between Substantial Completion of the New Project Assets and Final Completion, which are funded from the Construction Reserve Account, and any deposits into or releases from the Debt Service Reserve Account.

106

(2) Revenues consist of Toll Revenues which are derived from the Company’s Model and are based on Arup’s base case summarized in Appendix I, and forecast interest income earned on Project Accounts less any Permit Fees payable to the VDOT. Inflation is assumed at 2.10% per annum in 2012, and 2.50% per annum thereafter.

(3) Reflects forecast Maintenance Capital Expenditures, all of which are expected to be funded from the Major Maintenance Reserve Account.

(4) For further information regarding the funding of the Major Maintenance Reserve Account, see “PROJECT ACCOUNTS AND FLOW OF FUNDS – Project Accounts – Description of Project Accounts – Major Maintenance Reserve Account.”

Source: Compiled by the Company.


107

PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE FOR THE SERIES 2012 BONDS AND THE TIFIA LOAN DURING OPERATIONS(1)

Arup’s Base Case Projections of Traffic and Revenue (Years 2017-2046)


Year (Dec. 31)

Free Cash

Flow(2)

(D)

Debt Service on the Series 2012

Bonds (E)

Senior Debt

Service Coverage

Ratio (D / E)

TIFIA Mandatory

Debt Service

(F)

TIFIA Scheduled

Debt Service(3)

(G)

Series 2012 Bonds and

TIFIA Mandatory

Debt Service Coverage

Ratio [D / (E+F)]

Series 2012 Bonds and

TIFIA Scheduled

Debt Service Coverage

Ratio [D / (E+F+G)]

2017 $73,577 $37,095 1.98x – – 1.98x 1.98x 2018 78,842 37,095 2.13x – – 2.13x 2.13x 2019 75,734 37,095 2.04x – – 2.04x 2.04x 2020 77,380 37,095 2.09x – – 2.09x 2.09x 2021 80,889 37,095 2.18x – $9,334 2.18x 1.74x 2022 84,686 38,435 2.20x $2,777 15,280 2.05x 1.50x 2023 87,860 40,526 2.17x 3,703 14,355 1.99x 1.50x 2024 91,322 42,766 2.14x 4,629 13,429 1.93x 1.50x 2025 97,165 46,610 2.08x 4,629 13,429 1.90x 1.50x 2026 100,466 48,742 2.06x 4,629 13,429 1.88x 1.50x 2027 105,845 52,295 2.02x 4,629 13,429 1.86x 1.50x 2028 109,396 54,620 2.00x 4,629 13,429 1.85x 1.51x 2029 111,755 56,142 1.99x 4,629 13,429 1.84x 1.51x 2030 122,965 49,930 2.46x 18,058 – 1.81x 1.81x 2031 129,179 53,024 2.44x 18,058 – 1.82x 1.82x 2032 140,550 58,948 2.38x 18,058 – 1.83x 1.83x 2033 149,402 63,423 2.36x 18,058 – 1.83x 1.83x 2034 155,628 66,426 2.34x 18,058 – 1.84x 1.84x 2035 166,400 71,881 2.31x 18,058 – 1.85x 1.85x 2036 172,992 75,026 2.31x 18,058 – 1.86x 1.86x 2037 181,207 69,605 2.60x 27,972 – 1.86x 1.86x 2038 186,152 72,119 2.58x 27,632 – 1.87x 1.87x 2039 190,103 74,079 2.57x 27,292 – 1.88x 1.88x 2040 203,107 80,855 2.51x 26,952 – 1.88x 1.88x 2041 211,855 75,254 2.82x 26,612 – 2.08x 2.08x 2042 224,108 – n/a 105,439 – 2.13x 2.13x 2043 232,613 – n/a 105,439 – 2.21x 2.21x 2044 240,084 – n/a 105,441 – 2.28x 2.28x 2045 251,763 – n/a 105,438 – 2.39x 2.39x 2046 273,833 – n/a 105,438 – 2.60x 2.60x

(1) Debt service coverage ratios shown on this table do not account for additional senior debt that may be incurred by the Company to the extent permitted under the Financing Documents relating to the Series 2012 Bonds.

(2) Free Cash Flow shown in this table exclude any Contract Price payments between the Substantial Completion of the New Project Assets Date and Final Completion, which are funded from the Construction Reserve Account, and any deposits into or releases from the Debt Service Reserve Account.

(3) Does not Include TIFIA Mandatory Debt Service. Source: The Company.

108

RISK FACTORS

Investing in the Bonds is subject to numerous risks including, but not limited to, those set forth below. Investors should consider carefully the information set forth in this section along with all of the other information provided in this Official Statement before deciding whether to invest in the Bonds. The occurrence of any of the following risks could materially and adversely affect the Company’s business, financial condition and results of operations. In such event, the Company may not have sufficient revenues, after paying fees and expenses and O&M Expenditures, to make payments pursuant to the Senior Loan Agreement and, in turn, there may be insufficient monies under the Indenture to be able to pay debt service on the Series 2012 Bonds. In any such event, the market price for the Series 2012 Bonds could decline and investors could lose all or part of their investment. The Series 2012 Bonds are special, limited non-recourse obligations of the Issuer payable solely from repayments under the Senior Loan Agreement and, indirectly, from the Collateral in accordance with the Indenture, the Collateral Agency Agreement and the other Security Documents, and the Owners thereof will not have the right to demand payment from any monies or revenues of the Issuer other than the funds and assets pledged to the payment thereof.

Limited Obligation of the Issuer

The Bonds, including the Series 2012 Bonds, are payable solely from the Trust Estate created under the Indenture and from the Collateral pledged and assigned under the Collateral Agency Agreement and the other Security Documents, and are not a debt, liability or a pledge of the full faith and credit of the Commonwealth or any governmental unit of the Commonwealth, including the Issuer. Neither the full faith and credit nor the taxing power of the Commonwealth or any governmental unit of the Commonwealth, including VDOT and the Issuer, is pledged to the payment of the principal or redemption price of or interest on the Bonds or any other obligations under the Indenture. The Issuer has no taxing power.

Company is Special Purpose Entity

The Company does not expect to own any material assets other than its rights under the Comprehensive Agreement, the Project documents and cash on hand. The Company’s primary source of revenues will be derived from the collection of tolls from its operation of the Project. Its ability to make payments pursuant to the Senior Loan Agreement is dependent upon the successful construction and operation of the Project and the receipt of sufficient revenues from tolls to pay operation and maintenance expenses, required capital expenses, such as safety compliance expenses, and other obligations under the Comprehensive Agreement and debt service on other Project indebtedness. Revenues may vary depending on a number of factors, including many that are outside of the control of the Company, such as prevailing adverse economic conditions and the occurrence of force majeure or other adverse events. If, due to lower than projected traffic use of the Project, delays in toll collection or any other reason, toll revenues are lower than expected or delayed, the Company may not be able to generate funds sufficient, after the payment of fees and O&M Expenditures, to make payments pursuant to the Senior Loan Agreement in the amounts and at the times required to pay the principal or redemption price of and interest on the Bonds, including the Series 2012 Bonds, when due.

Appropriation Risk

VDOT agreed in the Comprehensive Agreement to share certain risks and to compensate the Company upon the occurrence of certain events. All of VDOT’s monetary obligations, including obligations to pay Company Damages (referred to as “Concessionaire Damages” in the Comprehensive Agreement), Termination Compensation payments and other losses or amounts due and owing by VDOT pursuant to the Comprehensive Agreement, are subject to appropriation by the Virginia General Assembly and to allocation by the CTB. The Virginia General Assembly has appropriated and the CTB has allocated the Public Funds Amount, but VDOT’s obligation to pay any additional amounts would be subject to new appropriations and allocations, and no assurance can be given that additional amounts will be appropriated and allocated when needed, even if such payments are specified as VDOT obligations in the Comprehensive Agreement. As described above under “APPROPRIATIONS,” VDOT has agreed in the Comprehensive Agreement to use diligent efforts to have the Governor present to the Virginia General Assembly a request for funds to make such additional payments and to have the Virginia General Assembly appropriate and/or re-appropriate the needed funds, but the Virginia General Assembly is not always in session and no assurance can be given that the Governor and the Virginia General Assembly always will take such actions or

109

take such actions within the timeframe needed, particularly if balancing the budget would be difficult and/or if support for the Project has eroded. Any failure of VDOT to make such payments could result in a shortfall of monies to finish the Project (especially if the Company cannot or does not raise additional funds from the Equity Participants or from the issuance of Additional Bonds or other obligations) and could result in a shortfall of monies to pay operating and maintenance expenses, major maintenance expense and/or debt service on the Series 2012 Bonds. Suing to require the Virginia General Assembly to appropriate the needed funds and/or seizing the Project are not remedies available to Bondholders under Virginia law.

Under the Comprehensive Agreement, in certain cases the Company will be required to use commercially reasonable efforts to raise additional indebtedness or to contribute additional equity to make up for losses before VDOT will be required to make compensation payments. As acknowledged in the Comprehensive Agreement, receipt of Commonwealth funds, to the extent appropriated, can take up to 300 days. Disagreements about whether the Company has made an effort to raise funds other than from VDOT and disagreements about the amount and timing of compensation (and other disputes) could arise and could take additional time to resolve, which could result in a shortfall of money to pay debt service on the Series 2012 Bonds.

Political, Litigation and Community Risks

As is the case with the development of many major infrastructure projects, the Project has prompted community and political reaction, particularly from residents in Portsmouth and other areas in the immediate vicinity of the MLK and the Existing Project Assets. Several constituencies, including certain political and community leaders, are publicly advocating a delay of the Project and/or a delay on tolling. In addition, local press has reported that citizens of the Commonwealth intend to commence litigation seeking to preclude the tolling of the Project or to cancel the Project. There is no assurance that these efforts will not be successful, and if successful, such efforts may materially impair or preclude the Company’s ability to pay debt service on the Bonds. Even if current efforts to delay the Company’s development of the Project or to prohibit or delay tolling on the Project Assets are not successful, no assurance can be given that future efforts to prohibit or to interfere with tolling, to prohibit completion of the Project or to prohibit future toll increases will not succeed. See “RECENT DEVELOPMENTS.”

On March 26, 2012, the Senate of the Virginia General Assembly approved amendments to the 2012 biennial budget legislation that directs VDOT to work cooperatively with the Company to develop a strategy to delay the initiation of the collection of tolls on the Existing Project Assets until January 1, 2014, and further states that no toll shall be levied prior to the implementation and incorporation of this strategy in the Comprehensive Agreement. On March 27, 2012, the House of Delegates of the Virginia General Assembly rejected the Senate’s budget amendments, including the budget amendment described above. The 2012 biennial budget legislation and any amendments thereto will be submitted to a conference committee of legislators to finalize and then must be approved by each of the House of Delegates and the Senate, and signed by the Governor.

Under the Comprehensive Agreement, VDOT is obligated to make compensation payments to the Company for lost toll revenues in the event that a court issues an injunction or other legal proceeding enjoining or estopping the imposition, collection and enforcement of tolls on the Project Assets or in the event of the adoption, or a change in or in the interpretation or application of, a law that has the effect of discriminating solely against the Project, the Company or private operators of toll roads in the Commonwealth except to the extent attributable, among other things, to a violation of laws. VDOT’s obligation to make such compensation payments is subject to appropriation by the Virginia General Assembly and allocation by the CTB. In any event not every Change of Law or adverse legal proceedings would be a Compensation Event even if such event has an adverse impact on the Project or reduces the revenues or increases the expenses of the Project. There can be no assurance that any amounts that VDOT may be required to pay would be sufficient, after the payment of fees and O&M Expenditures, to pay debt service on outstanding Series 2012 Bonds. During the period the Company is pursuing its remedies for Company Damages, there may not be sufficient revenues to pay principal and interest on thee under the Indenture.

Toll increases are permitted in the future (and are assumed in the Advisors’ Reports and the Company’s projections) and may be required if the Company is to generate funds sufficient, after the payment of fees and expenses and after payment of O&M Expenditures, to pay debt service on the Secured Obligations, including the Series 2012 Bonds. Although the Comprehensive Agreement grants to the Company an exclusive right to set and

110

raise tolls within the parameters set forth in the Comprehensive Agreement but otherwise without interference, review or approval by VDOT or by any other agency, toll increases may be met with public opposition or legal challenge and such opposition could be intense and could involve lengthy and costly litigation. The inability to increase tolls or a significant delay in increasing tolls when needed could have a material adverse effect on the Company’s ability to pay debt service on its obligations, including the Series 2012 Bonds.

Construction of the Project could have considerable other local business and community impacts, in particular, noise, dust, vibrations and increased local traffic throughout the construction period. The Company is prepared in coordination with VDOT to address these impacts, but no assurance can be given that the process of addressing impacts to the satisfaction of local residents and businesses will not result in schedule delays and increased costs, which could impact the Company’s ability to pay debt service on the Series 2012 Bonds.

In addition to political and community actions or pressures that could have a direct effect on the Project or on the Company, political pressure affecting the Commonwealth in general or VDOT in particular could have an effect on the ability of the Company to pay debt service on the Series 2012 Bonds. Legislation enacted in response to threatened or pending Project-related litigation and future state and/or federal budget, tax or expenditure limitations or otherwise could have direct and substantial effects on the amount of funds available to VDOT or for any particular project. No assurance can be given that VDOT will always have sufficient resources to perform its obligations under the Comprehensive Agreement.

Control-Related Risks

As in any commercial arrangement, the parties may disagree about the appropriate course of action to be taken, particularly if adverse effects occur. The Company and VDOT have different priorities and interests and may have difficulty resolving disputes. Similarly, the Collateral Agent, the TIFIA Lender and the Trustee on behalf of the Owners of the Bonds, including the Series 2012 Bonds, may have very different interests and priorities following an adverse event or a termination of the Comprehensive Agreement, and no assurance can be given that VDOT, the TIFIA Lender, the Trustee or such other parties will be willing or able to take into account the interests of the Owners of the Bonds if a force majeure event, an event of default, a Compensation Event, a termination or other adverse event occurs.

VDOT intends to maintain an active role in overseeing the construction and operation of the Project, and the Comprehensive Agreement and the other Project Agreements contain a number of reserved VDOT rights and require or permit VDOT’s consent or direction in a number of circumstances. As the Commonwealth’s agency responsible for the construction, maintenance and efficiency of the Commonwealth’s roads, bridges and tunnels, VDOT’s first priorities are safety and efficient transportation and may not always coincide with the interests and priorities of Owners of the Series 2012 Bonds. Under certain circumstances, some of which require VDOT to pay compensation to the Company, VDOT has the right to require changes in design and construction, to approve or disapprove qualifications and performance of contractors and to require additional approvals and inspections even if delays may result. See “THE PRINCIPAL PROJECT AGREEMENTS—The Comprehensive Agreement— Changes to the Work.” Under most circumstances, the provisions of the Comprehensive Agreement are to govern in the event of any conflict with the provisions of any of the other Project agreements. Such disagreements among the parties may impact the ability of the Company to pay debt service on the Series 2012 Bonds.

Termination Risk Under the Comprehensive Agreement

The Company’s principal asset is the exclusive legal right that it has pursuant to the Comprehensive Agreement to, among other things, finance, develop, design, construct, operate, manage and maintain the Project, and establish, impose, charge, collect, use and enforce payment of tolls and related charges, in each case, for approximately a 58-year period, as may be extended in connection with certain delay events, and subject to the terms of the Comprehensive Agreement.

At any time after the occurrence and during the continuance of certain defaults by the Company under the Comprehensive Agreement, VDOT is entitled, subject to the provisions of the direct agreement with the Collateral Agent, to, among other things, terminate the Comprehensive Agreement and any other Project agreement to which VDOT and the Company are both parties and, upon the effective date of any such early termination, repossess and

111

assume control of the Project and Project Right of Way and take certain other actions in accordance with the Comprehensive Agreement.

See APPENDIX B – “SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT” for a summary of all potential Company Defaults under the Comprehensive Agreement. In the event VDOT elects, subject to the provisions of the direct agreement between VDOT and the Collateral Agent, to terminate the Comprehensive Agreement after the occurrence and during the continuance of a Company Default, VDOT is obligated to deliver the Company and the Collateral Agent written notice of its election to terminate, which termination will take effect not less than 60 days after the delivery of such notice.

While VDOT will pay the Company certain termination compensation amounts in the event VDOT elects to terminate the Comprehensive Agreement as a result of a Company Default, the termination compensation payable to the Company could result in the inability of the Company to repay the Bonds (and any premiums or penalties, if any) in full. If such termination occurs prior to the substantial completion date for the Project Asset which is last to achieve Substantial Completion, such termination compensation will be the lesser of the value of completed work and 80% of the Company’s outstanding debt relating to the Project. In such a case, the termination compensation payable to the Company may result in the inability of the Company to repay the Bonds (and any premiums or penalties, if any) in full. If such termination occurs after the substantial completion date for the Project Asset which is last to achieve Substantial Completion, the termination compensation will consist of the lesser of the fair market value of the Company’s interest in the Project and the full amount of the Company’s outstanding Project debt. The fair market value of the Company’s interest in the Project is determined in accordance with the Comprehensive Agreement and includes, among other things, the fair market value of the Company’s outstanding Project debt as of the date of calculation. However, any such termination compensation will be reduced by credit balances subject to limited exceptions, unpaid and/or accrued default interest, breakage costs, non-reimbursable Company damages subject to certain exceptions and the costs incurred by VDOT in terminating the Comprehensive Agreement due to the Company Default. Furthermore, the amount of any termination compensation is subject to reduction and offset in accordance with the Comprehensive Agreement for damages due to VDOT arising from a default by the Company pursuant to the Comprehensive Agreement. In each such case, such risk may, under certain circumstances and subject to the terms and conditions of the Design Build Contract, be mitigated as a result of the potential assessment of liquidated damages against the Design Build Contractor under the Design Build Contract and/or the Company's ability to exercise any of its rights and remedies provided under the Design Build Contract or at law or in equity, subject to the limitations set forth in the Design Build Contract.

In the event of a termination of the Comprehensive Agreement resulting from a Company Default, VDOT will pay the Company such termination compensation on the date specified in writing by VDOT in its termination notice, which payment date shall in no event exceed 300 days from the date of determination of the applicable termination compensation amount. Under the Comprehensive Agreement, VDOT is entitled to deduct, offset or withhold from amounts owing to the Company, amounts then due and owing from the Company. Such amounts may include indemnification payments as well as liquidated damages for delayed completion. If VDOT were to assert its set off rights under the Comprehensive Agreement, there can be no assurance that there will be sufficient funds to pay principal and interest on the Bonds or any other amounts payable under the Indenture. See APPENDIX B – “SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT.” Furthermore, the amount of termination compensation payable by VDOT to the Company is subject to appropriation by the General Assembly of the State and allocation by the CTB and may not be sufficient to repay 100% of the then outstanding principal amount of the Bonds and premiums or penalties, if any. See “RISK FACTORS—Appropriations Risk.”

Construction Risks

Pursuant to the terms and conditions of the Comprehensive Agreement, the Company is obligated to achieve Substantial Completion of each Project Asset and Final Acceptance of each Project Asset by certain designated deadlines, as they may be extended under certain circumstances in accordance with the Comprehensive Agreement. Pursuant to the Design Build Contract, the Design Build Contractor has agreed to comply with such deadlines as they relate to the DB Work required to be undertaken by the Design Build Contractor under the Design Build Contract. See APPENDIX D – “SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT” for a further description of the applicable construction deadlines, as well as for a description of the obligations of the Design Build Contractor. Pursuant to the Tolling Contract, the Tolling Contractor has agreed to

112

comply with such deadlines as they relate to the work required to be undertaken by the Tolling Contractor under the Tolling Contract.

As with any major construction effort, the construction of the Project involves many risks that could result in cost overruns, in delays or in a failure to complete the Project at all. Certain of the risks to achieving Substantial Completion of the Project Assets and the Tolling and O&M Work Commencement Date of the Project Assets on time and within budget include delays in or failure to obtain rights of way, shortages of materials and labor, work stoppages, labor disputes, bad weather, floods, earthquakes and other casualties, unforeseen engineering, environmental or geological problems, changes in law, discovery of unidentified hazardous materials or unidentified utilities, third-party litigation (including protests or litigation about noise or vibrations that affect business owners or residents, particularly those located in the path of construction in Portsmouth), difficulties in obtaining or renewing permits or other federal, state or local government approvals, changes in federal and state or local design or building requirements and permit conditions, and interference with or by shipping or military operations, any of which could increase the cost and delay of the construction and start-up of the Project. In addition, lack of coordination among the Company, the Design Build Contractor, the Tolling Contractor, VDOT, the U.S. Coast Guard, utility owners, the railroads, the Navy and the Army Corps of Engineers, or the failure of any of them to complete their portions of the work or their inspections or approvals on schedule could also result in delays and/or cost overruns.

The Design Build Contract and Tolling Contract (with respect to the TC Work) are fixed-price contracts and a number of these risks – such as the risks related to Delay Events and Compensation Events and, except under certain circumstances, the risks related to completion of the DB Work and TC Work, as applicable, on schedule and on budget – have been contractually allocated to the Design Build Contractor under the Design Build Contract, the Tolling Contractor under the Tolling Contract or to VDOT under the Comprehensive Agreement. However, not all of these risks (including with respect to Company-Caused Delays) have been shifted or can be insured and there can be no assurance that the Company will have or will be able to obtain sufficient funds, if necessary, to cause the Design Build Contractor and the Tolling Contractor to complete the construction of the DB Work and TC Work, as applicable, within the projected time table or in line with the budget and other assumptions described in this Official Statement.

The aggregate amount of liquidated damages the Design Build Contractor could be required to pay for a delay in achieving substantial completion or final acceptance thereunder is subject to a limitation of 10% of the Contract Price and may not be sufficient to cover all of the Company’s losses (which losses would include certain liquidated damages payable to VDOT under the Comprehensive Agreement for each day of delay in achieving Substantial Completion and Final Acceptance of the applicable Project Assets). In addition, the DB Contractor may be relieved from its obligation to pay liquidated damages in the event a scheduled substantial completion date or scheduled final acceptance date is extended due to a Company-Caused Delay. Furthermore, the Design Build Contractor has not waived its rights to contest a demand for payment of liquidated damages, and neither the Design Build Guarantors, each of which may assert as a defense for payment any defenses available to the Design Build Contractor, nor the issuer of the Design Build Contractor’s performance security is guaranteeing performance by the Design Build Contractor under all circumstances. No assurance can be given that contingency funds, insurance, and/or other funds will be available or sufficient should delays occur or should the Company have payment obligations that are not satisfied by or the responsibility of the Design Build Contractor under the Design Build Contract.

For tolling to commence on each of the Project Assets, the tolling infrastructure must be installed on the relevant Project Asset and the other conditions precedent contained in the Comprehensive Agreement with respect to the Tolling and O&M Work Notice to Proceed for each Project Asset must be satisfied. The Tolling Contract has been designed to pass these obligations down to the Tolling Contractor as they relate to the tolling infrastructure. If the Tolling Contractor fails to achieve certain milestones with respect to any Project Asset, the liquidated damages payable by the Tolling Contractor are limited, in the aggregate, to 30% of the contract price payable under the Tolling Contract for the TC Work. In the event the Tolling Contract terminates, the Company must replace the entity that performs these functions, which may take time and result in a loss of toll revenues while a replacement is found as well as increased operating costs if the replacement contract has more onerous terms than the Tolling Contract. See the Independent Technical Advisor Report in APPENDIX J.

113

Any delay in achieving Substantial Completion of each Project Asset and Final Acceptance of each Project Asset for which the Company does not have sufficient remedy against the Design Build Contractor under the Design Build Contract or for which the Company does not have a right to claim a Delay Event or Compensation Event under the Comprehensive Agreement may result in a decrease in the toll revenues expected to be received by the Company from the operation of the Project as a result of the commencement of toll operations on a date later than originally expected, limiting its ability to make payment pursuant to the Senior Loan Agreement, which in turn, may adversely impact payment of debt service on the Bonds or other payments required to be made under the Indenture with respect to the Bonds. In addition, the failure to comply with the terms of the Comprehensive Agreement as a result of a delay in reaching Substantial Completion of any Project Asset or Final Acceptance of any Project Asset may result in VDOT having the right to terminate the Comprehensive Agreement under certain circumstances. In the event of a termination of the Comprehensive Agreement, the amount of termination compensation payable by VDOT to the Company may not, or if such termination occurs as a result of a Company Default prior to the substantial completion date for the Project Asset which is last to achieve Substantial Completion, would not, be sufficient to pay 100% of the then outstanding repayment obligations under the Bonds. See “RISK FACTORS—Risks Relating to the Comprehensive Agreement.”

Operational Risks

The operation and maintenance of the Project involves various operational risks. The quality of the operation and maintenance of the Project as well as events outside of the Company’s control could reduce the toll revenues generated or could increase the expense of operating and maintaining the Project such that the Company will not be able to make payments pursuant to the Senior Loan Agreement, which will adversely impact the payment of debt service on the Bonds or other payments required to be made under the Indenture with respect to the Bonds. In addition, any such events may cause the Company to be in violation of its obligations under the Comprehensive Agreement and, to the extent not otherwise cured or resolved, could result in VDOT having the right to terminate the Comprehensive Agreement under certain circumstances. Force majeure events, for example, are treated as Delay Events, which result in schedule relief, under the Comprehensive Agreement but do not entitle the Company to monetary relief and, under certain circumstances with respect to Significant Force Majeure Events, may entitle VDOT to terminate the Comprehensive Agreement. In the event of a termination of the Comprehensive Agreement, the amount of termination compensation payable by VDOT to the Company may not, or if such termination occurs as a result of a Company Default prior to the substantial completion date for the Project Asset which is last to achieve Substantial Completion, would not, be sufficient to pay 100% of the then outstanding repayment obligations under the Bonds. See “RISK FACTORS—Risks Relating to the Comprehensive Agreement.”

The Project will incorporate certain hardware and software systems for the processing of transponder and license plate transactions. Under the Comprehensive Agreement, the Company is responsible for operating and maintaining the Project in accordance with specified criteria and has the right to charge and collect, and enforce the collection and payment of, toll revenues. The Company has entered into the Tolling Contract under which the Tolling Contractor will perform, during the Tolling O&M Period, operations and maintenance of the tolling system as well as back office processing and other related functions, such as customer billing, collections and account management, compilation of E-ZPass transponder transactions for transmission to VDOT and coordination with VDOT’s personnel performing transaction account management services in connection with transactions processed through the E-ZPass network.

In the event that the design of such systems proves to be inadequate, a significant malfunction of, or error with respect to, such systems or a failure to properly operate such systems occurs, or the Tolling Contractor fails to coordinate properly with VDOT or, pursuant to the Interface Agreement, the Design Build Contractor, the Company may suffer a reduction in toll revenues, or require significant time and incur significant expenses in identifying and implementing new or improved systems, for which insurance coverage is not available or which the guarantee and security provided under the Tolling Contract may not be adequate or for which the Company may not be entitled to claim a Delay Event or Compensation Event under the Comprehensive Agreement.

The Company will enter as of the Financial Close Date into an Electronic Tolling Collection Agreement with VDOT pursuant to which VDOT shall provide certain toll transaction account management services. Under the Electronic Tolling Collection Agreement, certain events could result in the Company's loss of revenue. For example, VDOT will in no event have any liability to the Company for any losses, including lost toll revenue, suffered due to

114

equipment failure or error in the Company's electronic toll collection system, unless such loss of revenue was caused by VDOT's failure to properly maintain, repair and operate its system of electronic toll collection and the related customer service center. Similarly, unless VDOT is in breach of its duty of care and diligence under the Electronic Toll Collection Agreement, VDOT will not be financially responsible for the occurrence of any adverse impact to the Company during modifications, upgrades and associated testing of VDOT's electronic toll collection system. Furthermore, any E-ZPass toll transactions for the Project not sent by the Company or the Toll Contractor to VDOT within 60 business days are subject to deletion, and the related revenue may not be recorded unless the delay is due to VDOT's failure. With respect to the potential loss of revenue in each of the above examples, no credit support or security has been provided by VDOT and the Company would not be entitled to claim a Compensation Event under the Comprehensive Agreement. See “THE PRINCIPAL PROJECT AGREEMENTS—The Electronic Toll Collection Agreement” for further details on the Electronic Toll Collection Agreement.

Furthermore, if the Electronic Tolling Collection Agreement terminates for any reason, including as a result of a termination for convenience by VDOT upon 90 days prior written notice, the Company must either find a replacement to VDOT to perform such E-ZPass toll transaction account management services or become an independent member of E-ZPass, which may take time and result in a delay and/or potential loss of toll revenues while a replacement is found or while the Company becomes an independent member of E-ZPass as well as increased operating costs if the replacement contract has more onerous terms or as a result of increased E-ZPass membership and other costs. However, such risk is mitigated by several factors, including the capabilities of the Company's electronic toll collection system, which has been designed to manage E-ZPass accounts and interface with multiple providers and agencies, and the Company's ability to capture and execute license plate transactions for all tolled vehicles (with the ability to charge transponder toll rates, as applicable) in the event of a disruption to the E-ZPass toll transaction system.

The costs of operating and maintaining the Project, including the payment of applicable taxes as well as certain payments to VDOT pursuant to revenue sharing arrangements under the Comprehensive Agreement, will be paid before payments with respect to the Bonds and the funding and replenishment from time to time of the Debt Service Reserve Account for such payments as required under the Comprehensive Agreement. If the actual operations and maintenance costs and other payments significantly exceed the costs and payments assumed in the base case financial projections for the Project, the Company may not have sufficient cash flow to make payments pursuant to the Senior Loan Agreement, thereby adversely impacting the payment of debt service on the Bonds or other payments required to be made under the Indenture with respect to the Bonds.

Uncertainties of Forecasts and Assumptions

The assumptions, forecasts and projections, including projections of traffic flows contained in the reports of the Traffic Advisors included in this Official Statement, may prove to be inaccurate or materially different from actual results, and therefore, toll revenues generated from the operation of the Project may be insufficient to support the Company’s payment obligations under the Senior Loan Agreement, thereby adversely impacting the repayment of the Bonds. None of the Company, the Equity Participants, VDOT or any other party assumes any responsibility for the accuracy of such projections. No representation is made or intended, nor should any representation be inferred, with respect to the likely existence of any particular future set of facts or circumstances, and prospective purchasers of the Bonds are cautioned not to place undue reliance upon the projections contained in this Official Statement or upon requirements for future projections.

The tolls collected from the operation of the Project will be the Company’s primary source of revenue for its operating and maintenance expenses and payment of debt service on the Bonds and other senior indebtedness. The revenue projections that form part of the reports of the Traffic Advisors described in “ADVISOR REPORTS” and attached hereto as APPENDICES H and I are based on numerous assumptions and methodologies as detailed in such reports. There can be no assurance that any such projections will prove to be accurate. If any projection, assumption or estimate included in the traffic studies or in any other information provided in this Official Statement proves to be inaccurate or incorrect, the toll revenues actually received by the Company may be lower than those projected. If such an event were to occur, the ability of the Company to make payments pursuant to the Senior Loan Agreement may be negatively impacted, thereby adversely impacting payments of debt service on the Bonds or other payments required under the Indenture with respect to the Bonds.

115

In developing the forecasts and projections, the Traffic Advisors made assumptions about the following risks and variables, among others:

• Population and employment growth in the region and the possibility of declines in the defense sector in the region and/or in cargo traffic through the Virginia Port Authority’s facilities. Population growth in the Hampton Roads areas has generally lagged that in the rest of the country and may continue to lag. Military employment dropped sharply in the early 1990’s, and no assurance can be given that military installations will not be closed or downsized and that military employment will not drop sharply again in the Hampton Roads area.

• Demand elasticity and value of time.

• The public acceptance of tolls. In a region with few tolled facilities, particularly before improvements are completed, no assurance can be given that drivers of tolled vehicles will not choose other routes when tolling begins or is increased as part of the Project.

• The adoption and penetration rate of E-ZPass. While toll rates for non-transponder transactions are higher than those applicable to transponder transactions, the associated collection risk is greater.

• The possibilities of increased use of carpools, an expansion of the existing light rail and bus systems and/or completion of competing facilities, particularly if such new facilities are not Compensation Events under the Comprehensive Agreement.

• The level of performance, of the tolling system, particularly because the Project will have no toll plazas or cash payments.

• Experience and training of the operators, since operator error and/or lack of coordination with E-ZPass operators can result in loss of revenue.

• The level of non-payment by violators, especially non-Virginia drivers without E-ZPass accounts.

• The impact of various competing facilities, even if the construction or expansion of an Alternative Facility constitutes a Compensation Event under the Comprehensive Agreement.

The risk of enforcement and collection of tolls and related charges (including user fees and civil penalties) remains with the Company under the Comprehensive Agreement. The Company may, but is not obligated to, enter into an agreement with VDOT to process toll violations. Although the Commonwealth has enforcement legislation for vehicles registered in-state, it has none for out-of-state registered vehicles. Also, while toll rates for non-transponder transactions are higher than those for transponder transactions, toll revenues actually received by the Company may be lower than those projected under either of the Traffic Advisors’ reports if the collection rate for non-transponder transactions is lower than that assumed in the projections.

Competing Transportation Facilities

The construction of new competing transportation facilities or improvements to existing transportation facilities may reduce the number of vehicles that use the Project. The Comprehensive Agreement provides that the Company is entitled to receive from VDOT monetary compensation for toll revenue losses arising from only a limited and enumerated set of potential competing transportation facilities. Other than Alternative Facilities, additional improvements outside the Project right of way, including additional or improved free roads, bus lanes, HOT/HOV lanes, light rail, heavy rail, freight rail projects near or adjacent to the Project are not prohibited and will not entitle the Company to compensation from VDOT, regardless of the impact on the Project. To the extent any such construction or improvement results in lower than projected traffic volume on the Project, and the revenue impact of such event is not compensable under the Comprehensive Agreement, the Company’s toll revenues may not reach forecasted levels, thus limiting the cash flow available to the Company to make payments pursuant to the Senior Loan Agreement and, in turn, adversely impacting payments of debt service on the Bonds or other payments required under the Indenture with respect to the Bonds.

116

Change in Law

The Project is subject to various laws and regulations, including, among others, laws governing environmental protection, which may change from time to time. The Project and the Company’s business, financial condition and results of operations may be adversely affected by changes in such laws or regulations. Under the Comprehensive Agreement, only discriminatory changes in law or changes in law that expand the vehicles exempted from having to pay tolls qualify as Compensation Events, entitling the Company to compensation. To the extent that the Company requires expenditures of additional funds not contemplated in the base case financial projections in order to be in compliance with any new or amended regulations or laws, and the Company is not entitled to compensation under the Comprehensive Agreement, such unanticipated expenditures could negatively impact the Company’s cash flow. Furthermore, although a change in law qualifies as a Delay Event under the Comprehensive Agreement, entitling the Company to relief for obligations under the Comprehensive Agreement that it is prevented from performing, such relief may be insufficient. To the extent that the Company requires additional time in order to be in compliance with any new or amended regulations or laws, and as a result, the Project is delayed and no or limited schedule relief is provided by VDOT under the Comprehensive Agreement, the Company may suffer a delay in the commencement of toll revenue generation from the operation of the Project. Depending on the extent of the delay, this delay, under certain circumstances, could result in a breach of the Company’s obligations under the Comprehensive Agreement and may give rise to a right of VDOT to terminate the Comprehensive Agreement. To the extent that any of the foregoing occurs, the Company may have a limited ability, or no ability, to make payments pursuant to the Senior Loan Agreement, thereby adversely impacting payments of debt service on the Bonds or other payments required under the Indenture with respect to the Bonds. In addition, in the event of a termination of the Comprehensive Agreement as result of any of the foregoing events, the amount of termination compensation payable by VDOT to the Company may not be sufficient to pay 100% of the then outstanding repayment obligations under the Bonds.

Governmental Approvals

Pursuant to the Comprehensive Agreement, the Company is responsible for obtaining, furnishing, paying the cost of, and maintaining in full force and effect, all governmental approvals (including environmental permits) required for the construction and operation of the Project (including any required future capital improvements as those requirements change from time to time). With respect to the construction of the Project, some of these permits have been obtained by VDOT; otherwise, such responsibility has been assumed by the Design Build Contractor. No assurance can be given that either the Company or the Design Build Contractor will be able to obtain and maintain the applicable governmental approvals. Although the failure to obtain certain major permits are Compensation Events and Delay Events, not all delays or failures are covered and the relief provided under the Comprehensive Agreement may not be sufficient to overcome the effects thereof. A failure by the Company or the Design Build Contractor to obtain and maintain any necessary or required governmental approvals, to the extent that the schedule, cost or revenue impact on the Project as a result of such failure is not accommodated for under the Comprehensive Agreement, could prevent or delay commencement of the tolling operations on the Project or the construction of future capital improvements, could impose additional costs on the Company, could require the Company to pay VDOT liquidated damages pursuant to the Comprehensive Agreement with respect to a failure to achieve Substantial Completion of any Project Asset and Final Acceptance of any Project Assets by the applicable designated deadlines and/or could provide VDOT with the right to terminate the Comprehensive Agreement, all of which could adversely affect the Company’s ability to make payments pursuant to the Senior Loan Agreement, thereby adversely impacting payments of debt service on the Bonds or other payments required under the Indenture with respect to the Bonds.

Environmental Risks

The Company’s operations will be subject to all applicable environmental laws and regulations, including, without limitation, those relating to the disposal of potential dredge spoils, prevention and discharge of stormwater and other pollutants and the management, treatment, handling, transport, storage, monitoring, remediation, removal and disposal of hazardous waste and other environmental conditions. Subject to certain conditions, VDOT has agreed to reimburse the Company for certain of its allocable costs for remedial actions with respect to certain Hazardous Environmental Conditions that are unknown and existing as at the time of the execution of the Comprehensive Agreement and to assume responsibility for third party claims due to any such unknown and pre-

117

existing Hazardous Environmental Conditions. The Company, however, is responsible for all other costs and expenses, including third party claims, costs, and expenses of preparing and complying with any remedial action plan, complying with all environmental laws applicable to the Project, obtaining and complying with governmental approvals pertaining to Hazardous Environmental Conditions and otherwise carrying out remedial actions.

Under the Comprehensive Agreement, the Company does not receive any schedule relief for the clean-up of hazardous materials that were disclosed in certain hazardous substances reports, which were actually known by the Company to be present within the Project Right of Way as of the Agreement Date, or which the Company should have known were present within the Project Right of Way based on the contents of such reports as of such date. The Design Build Contract has been structured to allocate to the Design Build Contractor the risks of delay retained by the Company and the Design Build Contractor bears the risk for mispricing the cost of remediation. However, no assurance can be given that all of these risks have been shifted to the Design Build Contractor. In addition, the costs and expenses of remedial actions required in connection with such Hazardous Environmental Conditions that are not included in the Company’s environmental management plan, new releases of hazardous substances for which the Company is responsible under the Comprehensive Agreement, or more stringent future environmental requirements (or stricter enforcement of existing requirements) for which the Company is not entitled to claim compensation or schedule relief from VDOT could result in expenditures or liabilities (including third party indemnification liabilities) which could have an adverse effect on the business or financial condition of the Company, thereby adversely affecting the ability of the Company to satisfy its payment obligations under the Senior Loan Agreement and, in turn, adversely impacting payments of debt service on the Bonds or other payments required under the Indenture with respect to the Bonds. See Section 8.4.4 of the Independent Technical Advisor Report in APPENDIX J for a summary of the potential environmental risks associated with the construction, operation and maintenance of the Project.

Third Party Actions Affecting the Project

Maintenance of roadways outside of the Project Assets that connect to the Project Assets or otherwise directly or indirectly feed traffic flow into the Project Assets is expected to be performed by local or state agencies (including VDOT). The quality of maintenance and the accessibility of such roadways are not within the Company’s control. If such agencies do not properly maintain, or limit access to, such roadways, or if such maintenance requires lane closures, the Project may experience a decrease in traffic volume, which could adversely affect toll revenues and limit the Company’s ability to satisfy its payment obligations under the Senior Loan Agreement, thereby adversely impacting the payments of debt service on the Bonds or other payments required under the Indenture with respect to the Bonds.

VDOT Suspension Rights

Under the Comprehensive Agreement, VDOT has the right and authority, without liability to the Company, to suspend any affected portion of the Company’s work under certain circumstances, including with respect to a court order or judgment, to protect against a risk to the public health, safety or welfare (including to workers, other personnel and the general public) from unsafe or dangerous conditions, with respect to non-conforming work or upon failure by the Company to, among other things, comply with any law or governmental approval. In the event it is determined in accordance with the dispute resolution procedures of the Comprehensive Agreement that the Company was in compliance with its obligations under the Comprehensive Agreement, the suspension order and any additional work required by VDOT with respect thereto will entitle the Company to compensation in accordance with the Comprehensive Agreement. However, in the event the Company is not in compliance with its obligations under the Comprehensive Agreement (including with respect to non-conforming work), any such suspension, delay and the resulting costs required to cure the Company’s breach or failure to perform may materially and adversely affect the ability of the Company to complete construction of the Project, commence tolling operations and toll collection and make payments pursuant to the Senior Loan Agreement, thus adversely impacting the payment of debt service on the Bonds and other payments required under the Indenture with respect to the Bonds.

Incurrence of Additional Senior Debt on Parity with the Bonds

As is noted elsewhere in this Official Statement, payments with respect to the Bonds are contingent upon the Company making loan payments pursuant to the Senior Loan Agreement. The Senior Loan Agreement permits

118

the Company to incur, in specific circumstances and provided that any applicable financial criteria are satisfied, certain additional senior debt. See “FINANCING FOR THE PROJECT—Senior Debt—Senior Loan Agreement—Special Covenants of the Company—Additional Fixed Senior Obligations” for a description of the applicable circumstances and financial criteria related to such incurrence of additional senior debt. In addition, the incurrence of all senior indebtedness is subject to the consent of the TIFIA Lender in accordance with the terms of the TIFIA Loan Agreement. Any Additional Fixed Senior Obligations incurred would be payable from the Company’s revenues on a pari passu basis with the Bonds and would also share on an equal basis in the Collateral, including certain termination compensation payments payable, subject to appropriation, by VDOT pursuant to the Comprehensive Agreement following a termination thereof. In addition, the Company is permitted to incur a limited amount of senior indebtedness that bears interest at a variable rate. Although it is permitted to hedge such interest payment obligations, it may not in which case there is no assurance that the interest rate on such senior indebtedness will not vary significantly. To the extent such indebtedness is hedged, the Company may incur hedging termination obligations. Therefore, to the extent that the Company’s revenues are insufficient to make payments on all of the Company’s outstanding senior debt, including any Additional Fixed Senior Obligations, such insufficiency may adversely impact the payment of debt service on the Bonds and other payments required under the Indenture with respect to the Bonds. Furthermore, during any foreclosure action with respect to the Collateral, or in the case of an early termination of the Comprehensive Agreement, to the extent that the Company has incurred Additional Fixed Senior Obligations, Owners of the Bonds will be required to share the proceeds of the Collateral and, potentially, any termination compensation payable by VDOT, as applicable and as adjusted for the incurrence of Additional Fixed Senior Obligations, with a larger group of senior debt holders, proportionally reducing any claim that the Owners of the Bonds may have to such proceeds or termination compensation amount.

Risks Relating to Collateral

It may be difficult to realize the value of the Collateral, and the proceeds received from a sale of the Collateral may be insufficient to repay the Bonds.

Foreclosure on the Collateral on the Owners’ behalf may be subject to perfection and priority issues, the need for third party approvals and consents and to practical problems associated with the realization of the Owners’ security interest in the Collateral. The enforcement of the security interest with respect to the Collateral may not provide sufficient funds to repay all amounts due on the Bonds.

In addition, since the Company’s principal asset is its rights under the Comprehensive Agreement, there are practical limitations on the exercise of remedies in respect thereof. Under the lenders direct agreement with VDOT, any assignment of the Company’s rights and obligations under the Comprehensive Agreement is subject to the prior approval of VDOT, which approval may only be withheld by VDOT if the proposed substitute is not a qualified substitute concessionaire or, under certain circumstances, if certain breaches of the Comprehensive Agreement have not been remedied or waived. Among other requirements, such a substitute must have the resources available to perform the obligations under the Comprehensive Agreement and must employ or subcontract with persons having the appropriate qualifications, experience and technical competence to enable it to perform the Company's obligations under the Comprehensive Agreement. Thus, as a practical matter, the Company’s creditors (including the Owners of the Bonds) will have certain limitations on their ability to replace the Company as the concessionaire under the Comprehensive Agreement. See “THE PRINCIPAL PROJECT AGREEMENTS—The Comprehensive Agreement.”

Bankruptcy-Related Risks

If the Company or a contractor or guarantor were to enter bankruptcy, the Issuer, the Trustee, the Owners of the Series 2012 Bonds and the Collateral Agent could be prohibited from taking any action to enforce the Comprehensive Agreement, the Senior Loan Agreement, the Collateral Agency Agreement, the Security Agreement and the other Project contracts or any other applicable transaction document against the Company or such contractor or Guarantor without the permission of the bankruptcy court. In addition, with the authorization of the bankruptcy court, the Company or the contractor guarantor may be able to reject any transaction document to which it is a party. That rejection would excuse the Company or the contractor or the Guarantor from performing its obligations (including payment obligations) under the applicable transaction document, and any right under that document that has been assigned to the Collateral Agent or the Trustee may be limited or terminated. That rejection also could

119

excuse the other parties to the applicable transaction document from performing their obligations. The Owners of the Series 2012 Bonds may be required to return payments already received if the Company were to become a debtor in a bankruptcy case, and the Company as a debtor in possession or the bankruptcy trustee of the Company may be able to restructure its obligations under the Senior Loan Agreement.

In addition, regardless of the terms of the Indenture, the Collateral Agency Agreement or any other applicable transaction document, and regardless of the instructions of those authorized to direct the Issuer’s or the Trustee’s or the Collateral Agent’s actions, the filing of a bankruptcy petition creates an “automatic stay” that enjoins litigation against the bankrupt Company or contractor or Guarantor and other efforts by creditors to enforce their claims or to enforce their lien on the assets of the bankrupt party, pending further order of the bankruptcy court. As a secured creditor, however, the Owners of the Series 2012 Bonds would nonetheless be entitled to “adequate protection” of their security interest against a decrease in the value of the collateral or any proposed use of or priming lien on the collateral. Such adequate protection may take the form of (among other things) periodic cash payments, additional liens, or such other relief as will result in the realization of the “indubitable equivalent” of the Series 2012 Bondholders’ interest in the Pledged Assets.

The bankruptcy court could authorize the Company to obtain credit secured by a senior, priming lien on property of the bankruptcy estate already encumbered by existing liens, but only if the bankruptcy court determines that there is adequate protection of the interests of the holders of those existing liens on the property of the estate on which the senior or equal lien is proposed to be granted. Similarly, although the Company may be able to confirm a plan that modifies the terms of the Series 2012 Bonds, if the Owners of the Series 2012 Bonds, as a class, vote to reject a plan and object to confirmation of a plan, the plan cannot be confirmed unless the plan (1) allows the Owners of the Series 2012 Bonds to retain their lien on the assets that secure their claim and makes payments to the Owners of the Series 2012 Bonds equal to the total value of such assets that secure their claim, as of the effective date of the plan; or (2) proposes to sell the assets that secure the Owners of the Series 2012 Bonds, subject to the 2012 Bondholders’ rights, if any, to bid on their claim at the sale, and provided that the Series 2012 Bondholders’ lien will attach to the proceeds of the sale; or (3) provides for the Owners of the Series 2012 Bonds to receive what the bankruptcy court determines to be the indubitable equivalent of their claim.

Regardless of any decision made by a court, the fact that a bankruptcy case has been commenced by or against the Company or a contractor or Guarantor could have an adverse effect on the liquidity and value of the Series 2012 Bonds.

The TIFIA Loan and the Intercreditor Agreement contain a “springing lien” implementing a non-subordination provision contained in 23 U.S.C. 603(b)(6) which provides that in the event of a bankruptcy, insolvency or liquidation of the Company, the TIFIA Loan shall not be subordinated, thus requiring, in these certain circumstances, that the Owners of the Bonds share their Collateral with the TIFIA Lender on a pari passu basis.

Subject to the terms and conditions of the Intercreditor Agreement, and consistent with 23 U.S.C. 603(b)(6) in the event of a Bankruptcy Related Event of the Company, the right to payment on the TIFIA Loan, to the extent then held by the TIFIA Lender, will, in the context of a foreclosure on the Collateral, automatically change from being subordinate to the right to payment on the Bonds to ranking equally with the same. In addition, in such a circumstance, the lien securing the TIFIA Loan will rank pari passu with the lien securing the Bonds. To the extent that the Collateral is subsequently foreclosed upon in a bankruptcy or any other foreclosure proceeding, the Owners of the Bonds will be required to share the proceeds of the Collateral with the TIFIA Lender proportionally reducing any claim that the Owners of the Bonds may have to such proceeds or termination compensation amount.

Potential Insufficiency of Funding Sources

The Company plans to finance a portion of the construction of the Project using funding from a variety of sources other than the Bonds, namely, the capital contributions from the Equity Participants, the proceeds from the TIFIA Loan, the Public Funds Amount and toll revenues collected in connection with the operation of the Project. The Public Funds Amount must be requested from time to time in accordance with the terms of the Comprehensive Agreement and is in an account that is not subject to the control of the Collateral Agent. To the extent that all or a portion of the funds expected to be received from such sources is not received by the Company or to the extent that the Company receives all or a portion of such funds on a date later than is currently contemplated or, with respect to

120

the TIFIA Loan, to the extent that the TIFIA Lender withholds funding of the TIFIA Loan as a result of the Company being unable to satisfy certain draw conditions which vary from those set forth in the other Financing Documents, the Company’s ability to complete the construction of the Project may be limited or delayed, potentially adversely impacting the Company’s ability to satisfy its payment obligations pursuant to the Senior Loan Agreement, thereby adversely impacting the repayment of the Bonds. Moreover, the Company’s delay or inability to complete the construction of the Project may give VDOT the right to terminate the Comprehensive Agreement, which may adversely affect the Company’s ability to satisfy its payment obligations pursuant to the Senior Loan Agreement, thereby adversely impacting the repayment of the Bonds.

Rating Risks

Two credit rating agencies have been engaged to assign credit ratings to the Series 2012 Bonds. The ratings of the Bonds will not be a recommendation to purchase, hold or sell the Bonds, and the ratings will not comment on the market price or suitability of the Bonds for a particular investor. The ratings of the Bonds may not remain for any given period of time and may be lowered or withdrawn depending on, among other things, each rating agency’s assessment of the Company’s financial strength.

Risks Relating to Market Liquidity for the Bonds

Prior to this offering of the Bonds, there has been no market for the Bonds. The Company has been informed by the Underwriters that they intend to make a market in the Bonds after the completion of this offering; however, the Underwriters are not required to make a market in the Bonds, and they may cease market-making at any time without notice. The Company cannot assure potential investors that an active market for the Bonds will develop. Even if a market for the Bonds does develop, depending on prevailing interest rates and market conditions generally, the Bonds could trade at a discount from their initial offering price. Owners of the Bonds may not be able to sell their Bonds in the future or such sale may not be at a price equal to or greater than the initial offering price of the Bonds. As a result, Owners of the Bonds may not be able to liquidate their investment quickly or to liquidate it at an attractive price or at all.

Risks Relating to Tax Matters

As discussed under the caption “—Tax Matters,” interest on the Series 2012 Bonds could be, or become, includable in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2012 Bonds as a result of a failure of the Issuer or the Company to comply with certain provisions of the Code, the Treasury regulations promulgated thereunder, and certain other guidance issued by the IRS and courts. In addition, the law relating to the Series 2012 Bonds is subject to change by legislation and judicial or administrative decision, in each case, possibly with retroactive effect. No ruling has been sought or obtained from the IRS with respect to the treatment of the Series 2012 Bonds or the property financed or refinanced with proceeds of the Series 2012 Bonds under current law, and there can be no assurance that interest on the Series 2012 Bonds is or will continue to be exempt from tax for federal income tax purposes. Potential investors should consult their tax advisors concerning the tax implications of the purchase, ownership or disposition of the Series 2012 Bonds.

REPORTING REQUIREMENTS UNDER THE SENIOR LOAN AGREEMENT

The Company has agreed pursuant to the Senior Loan Agreement to provide certain information to the Trustee, which the Trustee will forward to Holders of the Series 2012 Bonds who request such information in writing. This information includes:

(a) Prior to the Substantial Completion of all of the Project Assets, the Company shall provide to the Trustee a monthly progress report, (i) providing an assessment of the overall construction progress of the work since the date of the last report (or, with respect to the first such report, the date of Financial Close) and setting forth a reasonable estimate as to the completion date for the applicable work, and (ii) providing a reasonably detailed description of any material delays encountered or anticipated in connection with such work, and a reasonably detailed description of the proposed course of action with respect to such delay. Such report shall be provided within twenty-eight (28) days following the last day of the relevant month.

121

(b) Not later than sixty (60) days after the end of each fiscal quarter of the Company following the Tolling and O&M Work Commencement Date, the Company shall deliver to the Trustee and the Collateral Agent a report showing (i) the operating data for the Project for the previous quarter, including total Project Revenues, total O&M Expenditures and total Maintenance Capital Expenditures incurred, (ii) the variances for such period between the actual Project Revenues, actual O&M Expenditures and actual Maintenance Capital Expenses incurred, and the projected Project Revenues, budgeted O&M Expenditures and budgeted Maintenance Capital Expenditures, together with a brief narrative explanation of the reasons for any such variance of 10% or more.

See APPENDIX G – “SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT – Project Reporting” and APPENDIX G – “SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT – Financial Reporting.”

CONTINUING DISCLOSURE

Pursuant to the requirements of the Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. Part 240, § 240.15c2-12) (“Rule 15c2-12”), the Company has agreed in a Continuing Disclosure Agreement, to be dated as of April 1, 2012 (the “Continuing Disclosure Agreement”), between the Company and the Trustee, to file certain financial information and operating data and notices of material events with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access system for municipal securities disclosures. A failure by the Company or the Trustee to comply with the requirements of the Continuing Disclosure Agreement does not constitute an event of default under the Indenture or the Senior Loan Agreement. The failure of the Company to file information required by the Continuing Disclosure Agreement, however, is a reportable event pursuant to the Continuing Disclosure Agreement.

The Continuing Disclosure Agreement provides that the sole and exclusive remedy for breach or default under the Continuing Disclosure Agreement is an action to compel specific performance of the Company’s obligations and no person, including any Holder of the Series 2012 Bonds, may recover monetary damages thereunder under any circumstances.

A form of the Continuing Disclosure Agreement is attached hereto as APPENDIX L.

The Company is a newly formed entity and has not undertaken any prior continuing disclosure obligations.

In addition to its obligations under the Continuing Disclosure Agreement, the Company has agreed pursuant to the Senior Loan Agreement to provide certain information to the Trustee, which the Trustee will forward to Holders of the Series 2012 Bonds who request such information in writing. See “REPORTING REQUIREMENTS UNDER THE SENIOR LOAN AGREEMENT,” APPENDIX G – “SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT – Project Reporting” and APPENDIX G – “SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT – Financial Reporting.”

LEGAL MATTERS

Certain legal matters relating to the authorization and validity of the issuance of the Series 2012 Bonds will be subject to the approving opinion of Hunton & Williams LLP, Richmond, Virginia, Bond Counsel, which will be furnished at the expense of the Company upon delivery of the Series 2012 Bonds, in substantially the form set forth as APPENDIX K (the “Bond Opinion”). The Bond Opinion will be limited to matters relating to authorization and validity of the Series 2012 Bonds and to the tax-exempt status of interest on the Series 2012 Bonds as described in the section “TAX MATTERS.” Bond Counsel has not been engaged to investigate the financial resources of the Company or its ability to provide for payment of the Series 2012 Bonds, and the Bond Opinion will make no statement as to such matters or as to the accuracy or completeness of this Official Statement or any other information that may have been relied on by anyone in making the decision to purchase Bonds.

Certain legal matters will be passed upon for the Company by its counsel, Orrick, Herrington & Sutcliffe LLP and Hunton & Williams LLP, as Virginia counsel to the Company, for VDOT by the Office of the Attorney

122

General of the Commonwealth, for the Underwriters by their counsel, Dewey & LeBoeuf LLP, and for the Issuer by the Office of the Attorney General of the Commonwealth.

The various legal opinions to be delivered concurrently with the delivery of the Series 2012 Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

TAX MATTERS

Opinion of Bond Counsel

In the opinion of Bond Counsel, under current law, interest on the Series 2012 Bonds (a) will not be included in gross income for federal income tax purposes, except when held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code, and (b) will be exempt from all income taxation by the Commonwealth. Interest on the Series 2012 Bonds is an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals and corporations. No other opinion is expressed by Bond Counsel regarding the tax consequences of the ownership of or the receipt or accrual of interest on the Series 2012 Bonds.

Furthermore, the opinion of the Bond Counsel will express no opinion as to the effect on the excludability of the interest on the Series 2012 Bonds from gross income of (a) the occurrence of any events that necessitate the obtaining of a favorable opinion of Bond Counsel or (b) any amendment of the Indenture or the Senior Loan Agreement or waiver of the terms thereof.

Bond Counsel’s opinion will be given in reliance on certifications by representatives of the Company and the Issuer as to certain facts relevant to both the opinion and requirements of the Code, and is subject to the condition that there is compliance subsequent to the issuance of the Series 2012 Bonds with all requirements of the Code that must be satisfied in order for interest thereon to remain excludable from gross income for federal income tax purposes. The Issuer and the Company have covenanted to comply with provisions of the Code regarding, among other matters, the use, expenditure and investment of the proceeds of the Series 2012 Bonds, the use of the Project as a “qualified highway facility” and the timely payment to the United States of any arbitrage rebate amounts with respect to the Series 2012 Bonds. Failure by the Issuer or the Company to comply with such covenants could cause interest on the Series 2012 Bonds to be included in gross income for federal income tax purposes retroactively to their date of issue.

The Internal Revenue Service (the “Service”) has a program to audit state and local government obligations to determine whether the interest thereon is includable in gross income for federal income tax purposes. If the Service does audit the Series 2012 Bonds, under current Service procedures, the Service will treat the Issuer as the taxpayer and the owners of the Series 2012 Bonds will have only limited rights, if any, to participate.

Bond Counsel’s opinion represents its legal judgment based in part upon the representations and covenants referenced therein and its review of existing law, but is not a guarantee of result or binding on the Service or the courts. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention or to reflect any changes in law or the interpretation thereof that may thereafter occur or become effective.

Original Issue Discount

The initial public offering prices of the Series 2012 Bonds maturing on July 1, 2022, January 1, 2023 and January 1, 2025 (the “OID Bonds”) will be less than their stated principal amount. In the opinion of Bond Counsel, under current law, the difference between the stated principal amount and the initial offering price of each maturity of OID Bonds to the public (excluding bond houses and brokers) at which a substantial amount of such maturity of such Bonds is sold will constitute OID. The offering prices set forth on the inside cover of this Official Statement

123

for the OID Bonds are expected to be the initial offering prices to the public at which a substantial amount of each maturity of such Bonds are sold.

Under the Code, for purposes of determining a holder’s adjusted basis in an OID Bond, OID treated as having accrued while the holder holds the Series 2012 Bond will be added to the holder’s basis. OID will accrue on a constant yield-to-maturity method. The adjusted basis will be used to determine taxable gain or loss upon the sale or other disposition (including redemption or payment at maturity) of an OID Bond.

Prospective purchasers of OID Bonds should consult their own tax advisors as to the calculation of accrued OID and the state and local tax consequences of owning or disposing of such Bonds.

Bond Premium

Series 2012 Bonds purchased, whether upon issuance or otherwise, for an amount (excluding any amount attributable to accrued interest) in excess of their principal amount will be treated for federal income tax purposes as having amortizable bond premium. A holder’s basis in such a Bond must be reduced by the amount of premium which accrues while such Series 2012 Bond is held by the holder. No deduction for such amount will be allowed, but it generally will offset interest on the Series 2012 Bonds while so held. Purchasers of such Series 2012 Bonds should consult their own tax advisors as to the calculation, accrual and treatment of amortizable bond premium and the state and local tax consequences of holding such Series 2012 Bonds.

Other Tax Matters with Respect to the Series 2012 Bonds

In addition to the matters addressed above, prospective purchasers of the Series 2012 Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including without limitation financial institutions, property and casualty insurance companies, S corporations, foreign corporations subject to the branch profits tax, recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the Series 2012 Bonds should consult their tax advisors as to the applicability and impact of such consequences.

Prospective purchasers of the Series 2012 Bonds should consult their own tax advisors as to the status of interest on the Series 2012 Bonds under the tax laws of any state other than the Commonwealth.

There are many events which could affect the value and liquidity or marketability of the Series 2012 Bonds after their issuance, including but not limited to public knowledge of an audit of the Series 2012 Bonds by the Service, a general change in interest rates for comparable securities, a change in federal or state income tax rates, legislative or regulatory proposals affecting state and local government securities and changes in judicial interpretation of existing law. In addition, certain tax considerations relevant to owners of Series 2012 Bonds who purchase Series 2012 Bonds after their issuance may be different from those relevant to purchasers upon issuance. Neither the opinion of Bond Counsel nor this Official Statement purport to address the likelihood or effect of any such potential events or such other tax considerations and purchasers of the Series 2012 Bonds should seek advice concerning such matters as they deem prudent in connection with their purchase of Series 2012 Bonds.

On September 12, 2011, the Obama Administration announced a legislative proposal entitled the American Jobs Act of 2011. For tax years beginning on or after January 1, 2013, the American Jobs Act of 2011 if enacted could limit the tax benefit of the tax exemption (along with several other listed tax benefits) to the 28% tax bracket. The American Jobs Act of 2011 or other legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on tax-exempt bonds such as the Series 2012 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners of the Series 2012 Bonds from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the Series 2012 Bonds. Prospective purchasers of the Series 2012 Bonds should consult their own tax advisors regarding any such pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

124

Payments of interest on tax-exempt obligations, including the Series 2012 Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes.

NO LITIGATION

The Issuer

There is no pending or threatened litigation seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2012 Bonds, or in any way questioning or affecting the validity of the Series 2012 Bonds or any proceedings of the Issuer taken with respect to the issuance or sale thereof, or in any way questioning or affecting the validity of the pledge or application of any monies, revenues or security provided for the payment of the Series 2012 Bonds, the use of Series 2012 Bond proceeds or the existence or powers of the Issuer.

The Company

At the time of delivery and payment for the Series 2012 Bonds, the Company will deliver a certificate of the Company substantially to the effect that there is no litigation or other proceeding of any nature now pending or threatened against or adversely affecting the Company seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2012 Bonds or in any way contesting or affecting the validity of the Series 2012 Bonds or the resolutions adopted by the Company to authorize the transaction, the Company’s obligation and agreement to provide certain continuing disclosure as set forth in the Continuing Disclosure Agreement, or any actions of the Company taken with respect to the issuance or sale of the Series 2012 Bonds, or the pledge, collection or application of any monies or security provided for the payment of the Series 2012 Bonds, or the existence, powers or operations of the Company, or contesting the completeness or accuracy of this Official Statement or any supplement or amendment thereto, if any.

VDOT

The Commonwealth, its officials and employees are named as defendants in legal proceedings which occur in the normal course of governmental operations, some involving claims for substantial amounts. It is not possible at the present time to estimate the ultimate outcome or liability, if any, of the Commonwealth with respect to these lawsuits. However, any ultimate liability resulting from these suits is not expected to have a material adverse effect on the financial condition of the Commonwealth.

LITIGATION – CERTAIN CONSIDERATIONS

Local press has reported that certain citizens of the Commonwealth intend to commence litigation seeking to preclude the tolling of the Project or any portion thereof and that such claims may, in part, be based on a challenge to the statutory authority of VDOT under the PPTA to grant tolling rights to the Company on the basis that the PPTA does not supercede the 1942 Act. See “Recent Developments.” In the unlikely event that such litigation is commenced and an injunction or other legal proceeding enjoins or estops the Company from performing its obligation to toll the Project for more than 30 days in the aggregate, the Company will be entitled to receive Concessionaire Damages based on the occurrence of a Compensation Event in accordance with the procedural and other requirements of the Comprehensive Agreement. In the event of disputes, the Company and VDOT will commence good faith negotiations to resolve the dispute and, if such negotiations are not resolved within 120 days, either party may submit the dispute for resolution in accordance with the dispute resolution provisions in the Comprehensive Agreement. See “APPENDIX B SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Compensation Events and Dispute Resolution.”

Following a determination of the amount of Concessionaire Damages owed by VDOT, VDOT is obligated under the Comprehensive Agreement, subject to appropriation by the General Assembly and allocation by the CTB, to compensate the Company in the manner agreed with the Company or as determined through dispute resolution, subject to certain requirements set forth in the Comprehensive Agreement. If requested by VDOT, the Company

125

will use commercially reasonable efforts to obtain funding for Concessionaire Damages unless the Company, in its reasonable discretion, determines that obtaining such funding will diminish the Project Value. Any funding proposal by the Company is subject to VDOT’s review and approval. Since the proceeds of the Bonds, the TIFIA Loan and other funding sources are available in accordance with the terms of the Financing Documents for the payment of Project costs during the construction period, VDOT may be entitled to defer payment of Concessionaire Damages while the Company draws on available funds.

In the unlikely event a ruling by a court invalidates the grant of such tolling right and such ruling does not constitute a Compensation Event, the Company is entitled to pursue a claim that a Department Default has occurred based on a breach of representation and warranty by VDOT under the Comprehensive Agreement. Any representation or warranty made by VDOT in the Comprehensive Agreement (including that the Agreement is a valid and legally binding obligation of the Department, enforceable against it in accordance with its terms) that is false and misleading in any respect on the date made and results in a material adverse effect upon the Project or the Company’s rights or obligations under the Project Agreements may constitute, following a 90 day cure period, a “Department Default”. VDOT may contest the Company’s default claim and there is no assurance that the Company will prevail in any such dispute the occurrence of such Department Default entitles the Company to terminate the Comprehensive Agreement subject to the cure rights and other requirements of the Comprehensive Agreement. Upon any such termination, VDOT will be obligated, subject to appropriation by the General Assembly and allocation by the CTB, to pay to the Company, within 60 days after receipt of the Concessionaire’s termination notice but in no event after 300 days from the date of determination of the applicable termination compensation amount, termination compensation that would, subject to certain set off rights, be sufficient to pay the principal amount of the Senior Bonds then outstanding, together with accrued interest thereon and all premiums and penalties. Under the Comprehensive Agreement, VDOT is entitled to deduct, offset or withhold from amounts, owing to the Company amounts then due and owing from the Company. Such amounts may include indemnification payments as well as liquidated damages for delayed completion. See “APPROPRIATIONS.” See also Appendix B – “Summary of Certain PROVISIONS of the Comprehensive Agreement – Termination – Termination for VDOT Default “and” – Payment – Payments to VDOT or the Company.”

See APPENDIX F – “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Events of Default” and – “Remedies Following During the Continuance of an Event of Default.” See also “RISK FACTORS-Political, Litigation and Community Risks.”

RELATED PARTY TRANSACTIONS

Certain of the parties with which the Company has contracted or will contract to provide insurance, financial advice, credit support, loans, staffing and administrative, technical and other services to the Project are affiliates of or otherwise related to Skanska ID ERC Holdings or Macquarie Holdings, the two Equity Participants.

Macquarie Group’s in-house insurance broker, Commerce and Industry Brokerage (“CIB”), a licensed insurance broker in the State of New York and the Commonwealth of Virginia, is working with Marsh Inc. (“Marsh”), an independent insurance broker, to place the insurance required by the Comprehensive Agreement for the Project. The Company expects that CIB will receive from Marsh sub-brokerage commissions payable by the insurance companies.

An affiliate of Macquarie Holdings operates a service, Macquarie Services, which leverages the purchasing demand of Macquarie to negotiate better pricing and service level agreements with unaffiliated vendors such as insurance companies, employee benefit companies and office supply companies. The Company’s participation in Macquarie Services is entirely voluntary and will be determined by Company management on a case-by-case basis. If the Company participates, Macquarie Services may, subject to certain conditions, be able to receive a commission or rebate from the vendor.

Macquarie Capital USA, an affiliate of Macquarie Holdings, serves as the financial advisor to the Company. The Company has agreed to pay to Macquarie Capital USA financial advisory fees.

The Company plans to enter into agreements with each of the Equity Participants pursuant to which the Equity Participants will provide the Company with technical and administrative support services for the Project and

126

the Company will pay the Equity Participants a fee for these services. The Equity Participants may also second various staff to the Company from time to time, for which the Company will reimburse salaries and benefits and pay other costs associated with these secondments. The Company will pay a Development Fee to the Development Affiliates to compensate the Development Affiliates for out-of-pocket, third-party development costs as well as internal development costs incurred in developing the Project, negotiating the Comprehensive Agreements and for achieving Financial Close. The Development Fee is to compensate the Development Affiliates for the cost, executive time, resources and risk borne through the development of the Project over four years.

As part of the Project, the Pinner’s Point maintenance facility, which serves as the Company’s headquarters, will be renovated. Renovating the Pinner’s Point facility is not included in the scope of work under Design Build Contract. The Company instead has contracted with Skanska USA Building, a member of the Skanska Group, to serve as construction manager and to perform the renovations. The contract with Skanska USA Building provides for the development of a guaranteed maximum price that will include, in addition to the contractor’s estimated cost of the work and contingency, fees and profit to Skanska USA Building. The Company’s contract with Skanska USA Building requires Skanska USA Building to prepare no later than March 30, 2012 a guaranteed maximum price (“GMP”) proposal for the Company’s review. Skanska USA Building’s initial GMP proposal is approximately $2.775 million for the Pinner’s Point building renovations.

In addition, Skanska AB, the ultimate parent company in the Skanska Group, is a DB Contract Guarantor. See “THE PROJECT –— Project Participants—Design-Build Guarantors.” Skanska’s direct or indirect subsidiaries have assumed a number of roles in the Project. Skanska ID is the development and investment arm of Skanska AB for public-private-partnership projects and has served as a co-developer of the Project; Skanska ID ERC Holdings is one of the Equity Participants; and Skanska USA Civil is one of the members of the Design Build Contractor. See “THE PROJECT — Project Participants–The Company—Skanska Infrastructure Development, Inc.” and “—Design Build Contractor and the Design Team—Skanska USA Civil Southeast Inc.”

RATINGS

The Series 2012 Bonds are expected to be assigned ratings of “BBB-” by Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (“S&P”) and “BBB-” by Fitch Ratings Inc. (“Fitch”) by the Financial Close Date. The respective ratings of S&P and Fitch reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the applicable rating agency furnishing the same at the following address: Generally, a rating agency bases its rating on information and materials furnished to it and on investigations, studies and assumptions by such rating agency. A rating is not a recommendation to buy, sell or hold the Series 2012 Bonds. There is no assurance that such ratings will continue for any given period of time or will not be revised downward, suspended or withdrawn entirely by the rating agency, if, in its judgment, circumstances so warrant. Any such lowering, suspension or withdrawal of the rating might have an adverse effect upon the market price or marketability of the Series 2012 Bonds. The Underwriters, the Issuer, the Company and VDOT undertake no responsibility after the issuance of the Series 2012 Bonds to assure the maintenance of the rating or to oppose any revision or withdrawal thereof.

UNDERWRITING

The Series 2012 Bonds are being sold at an aggregate purchase price of $670,315,655.42 (which amount represents the $663,750,000 aggregate principal amount of the Series 2012 Bonds plus a net original issue premium of $11,253,461.85 and less an underwriting discount of $4,687,806.43), pursuant to a bond purchase contract entered into between the Issuer, the Company and Barclays Capital Inc., as representative of itself, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and BMO Capital Markets GKST Inc. (collectively, the “Underwriters”). The expenses associated with the issuance of the Series 2012 Bonds are being paid by the Company from proceeds of the Series 2012 Bonds and other available funds. The right of the Underwriters to receive compensation in connection with the Series 2012 Bonds is contingent upon the issuance and delivery by the Issuer, and the purchase by the Underwriters, of the Series 2012 Bonds. The Underwriters are obligated to purchase all of the Series 2012 Bonds if any are purchased.

The Underwriters initially will offer the Series 2012 Bonds for sale at the prices or yields set forth on the inside cover page of this Official Statement. The Series 2012 Bonds may be offered and sold to certain dealers at

127

prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. The Underwriters reserve the right to join with dealers and other investment banking firms in offering the Series 2012 Bonds for sale.

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company and its affiliates.

BMO Capital Markets is the trade name for certain capital markets and investment banking services of Bank of Montreal and its subsidiaries, including BMO Capital Markets GKST Inc., which is a direct, wholly-owned subsidiary of BMO Financial Corp., which is itself a wholly-owned subsidiary of Bank of Montreal. Bank of Montreal expects to issue the letters of credit to secure Macquarie Holdings obligation to make Capital Contributions.

REGISTRATION OF BONDS

Registration or qualification of the offer and sale of the Series 2012 Bonds (as distinguished from registration of the ownership of the Series 2012 Bonds) is not required under the federal Securities Act of 1933, as amended, or the Virginia Securities Act, as amended. THE ISSUER ASSUMES NO RESPONSIBILITY FOR THE QUALIFICATION OR REGISTRATION OF THE BONDS FOR SALE UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THE BONDS MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED.

MISCELLANEOUS

Additional Information

Copies of any of the documents referenced or summarized herein will be available following the date of issuance of the Series 2012 Bonds, upon delivery of a written request and the payment of reasonable copying, mailing and handling charges to the Trustee: Deutsche Bank Trust Company America, Trust & Securities Services, Mail Stop: MSNYC60-2715, 60 Wall Street, 27th Floor, New York, NY 10005-2836, Attention: Municipal Trust Department.

Compliance with Section 7.04 of the Comprehensive Agreement

The Comprehensive Agreement will require Financing Assignments to comply with the terms and conditions set forth in Section 7.04 of the Comprehensive Agreement and, without limitation, contain certain express provisions specific therein as a conditions to the validity and effectiveness of the Financing Assignments.

Official Statement Certification

The preparation of this Official Statement and its distribution have been authorized by the board of directors of the Issuer. This Official Statement is not to be construed as an agreement or contract between the Issuer or the Company and any purchaser, owner or holder of any Series 2012 Bond.

A-1

Appendix A

DEFINITIONS OF TERMS

“5-year Redemption Date” has the meaning given to the term “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Account –Use of Remaining PABs Proceeds.”

“Acceptable Bank” means a financial institution with a minimum credit rating of at least: A- by S&P; A3 by Moody’s or A- by Fitch; provided, that if the Senior Obligations are then rated by S&P, such financial institution must have a minimum credit rating at the time of issuance of at least A- by S&P.

“Acceptable Letter of Credit” means a letter of credit in form and substance satisfactory to the Trustee, issued by an Acceptable Bank and the reimbursement obligations with respect to which will not be recourse to the Company.

“Additional Bonds” means Bonds issued pursuant to the Indenture on parity with the Series 2012 Bonds.

“Additional Financing Documents” means any documents and/or instruments evidencing, documenting, security or otherwise relating to any or all of the obligations relating to the applicable Additional Permitted Indebtedness, all as the same may from time to time be amended, modified, extended, renewed and/or restated.

“Additional Fixed Senior Obligations” means any Additional Permitted Indebtedness accruing interest at a fixed rate to the respective maturity date (including any Additional Bonds issued under a supplement to the Indenture) which rank on parity with the payment obligations of the Company incurred pursuant to the Senior Loan Agreement.

“Additional Permitted Creditor” means a holder or creditor of any Additional Permitted Indebtedness that becomes a party to the Intercreditor Agreement pursuant to the accession process specified therein (or any representative, if more than one such holder or creditor represented by such representative exists with respect to such Additional Permitted Indebtedness).

“Additional Permitted Indebtedness” means any borrowings or indebtedness permitted, or not prohibited, under the Financing Documents which are secured by the Liens contemplated by the Security Documents.

“Additional Senior Creditor” means a holder or creditor of any Additional Fixed Senior Obligation that becomes a party to the Intercreditor Agreement pursuant to the accession process specified therein (or a Senior Creditor Representative, if more than one such holder or creditor represented by such Senior Creditor Representative exists with respect to such Additional Fixed Senior Obligation).

“Adjusted Initial Equity IRR” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT —“Project Financing —“VDOT Funding —“Calculation of Adjustment in Public Funds Amount.”

“AET” has the meaning given to such term in “THE PROJECT –Tolling on the Project –All-Electronic Tolling.”

“Affiliate” means, when used to indicate a relationship with a specified person, a person that (a) directly or indirectly, through one or more intermediaries has a 10% or more voting or economic interest in such specified person or (b) controls, is controlled by or is under common control with such specified person, and a person is deemed to be controlled by another person, if controlled in any manner whatsoever that results in control in fact by that other person (or that other person and any person or persons with whom that other person is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.

A-2 .

“Aggregate Capital Commitment” has the meaning given to such term “FINANCING FOR THE PROJECT –Capital Contributions –Aggregate Capital Commitment.”

“Agreement Date” means December 5, 2011, the date on which the Company and VDOT executed and delivered the Comprehensive Agreement, the Company and the Design Build Contractor executed and delivered the Design Build Contract, and the Company and the Tolling Contractor executed and delivered the Tolling Contract.

“Alternative Facility” means a facility identified in any of clauses (a) through (d) below that is built and opened to traffic during the term of the Comprehensive Agreement as a result of:

(a) the construction of the Patriots Crossing / Hampton Roads Third Crossing or the construction of any other crossing of the James River between the Hampton Roads Bridge Tunnel and the Monitor- Merrimac Memorial Bridge-Tunnel;

(b) the construction of additional general purpose traffic lanes on Interstate 64, including on the High Rise Bridge, in the City of Chesapeake, Virginia between the junction of Interstate 64 and Interstate 464 and the junction of Interstate 64 and Interstate 664 at Bower’s Hill;

(c) the expansion of the Hampton Roads Bridge Tunnel; or

(d) the construction or capacity expansion of any other facility owned or operated by or on behalf of VDOT which (i) enables the crossing of the Elizabeth River between the cities of Norfolk, Virginia and Portsmouth, Virginia, or (ii) enables the crossing of the Southern Branch Elizabeth River north of Interstate 64 in the City of Chesapeake, Virginia; provided, that such construction or capacity expansion under this clause (d) is not included as of the Agreement Date in VDOT’s Six Year Improvement Program for fiscal year 2011 or the 2030 Long Range Transportation Plan.

Notwithstanding the foregoing, the term Alternative Facility will not apply to any facilities developed, owned or operated by the City of Norfolk, Virginia or the City of Portsmouth, Virginia; provided, however, that such facilities do not receive funds from VDOT that are specifically earmarked for the development or operation of such facilities.

“Appropriation Act” has the meaning given to such term in “APPROPRIATIONS –Virginia Budgetary and Appropriations Process.”

“ARUP” has the meaning given to such term in “ADVISOR REPORTS–Independent Traffic and Revenue Report–Limitations on Liability.

“Assets” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –MIRA.”

“Assigned Gross Revenue” means the calculated portion of cumulative gross revenues payable to VDOT pursuant to the Comprehensive Agreement at the end of each Calendar Year starting in the year when the Tolling and O&M Work Commencement Date occurs. See “THE PRINCIPAL PROJECT AGREEMENTS – The Comprehensive Agreement – Permit Fee and Refinancing Gain.”

“Assigned Gross Revenue Sharing Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Description of Project Accounts –Department Revenue Sharing Reserve Account and Assigned Gross Revenue Sharing Account.” .

“Auction Mode” means any period of time when the rate of interest to be borne by the Bonds is the “Action Rate” as determined in accordance with Exhibit B to the Indenture; provided, however, in no event may the “Auction Rate” exceed the maximum auction rate described therein.

“Authorized Representative” means, in the case of the Company or the TIFIA Lender, the person designated pursuant to the TIFIA Loan Agreement, as applicable.

A-3 .

“Bank Rate” means the prime rate of interest announced publicly by The Wall Street Journal (or its successors) as the so-called “prime rate.”

“Bankruptcy Related Event” means (a) an involuntary proceeding will be commenced or an involuntary petition will be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any of its debts, or of a substantial part of the assets of the Company, under any Insolvency Law, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Company for a substantial part of the assets of the Company, and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition will continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing will be entered; or (b) the Company will (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Company or for a substantial part of the assets of the Company, or (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, or (iii) make a general assignment for the benefit of creditors, or (iv) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, or (v) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, or (vi) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (v), inclusive, of this clause (b), or (vii) take any action for the purpose of effecting any of the foregoing; or (c)(i) all or a substantial part of the Collateral (other than Equity Interests) will be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of the Liens thereon securing the Secured Obligations, or (ii) all or a substantial part of the Collateral (other than the Equity Interests) will be transferred pursuant to a sale or disposition of such Collateral in lieu of foreclosure; or (d)(i) all or a substantial part of the Equity Interests will be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of the Liens thereon securing the Secured Obligations, or (ii) all or a substantial part of the Equity Interests will be transferred pursuant to a sale or disposition of such Collateral in lieu of foreclosure, if in either such case described in clauses (c) and (d) such action or exercise of rights or remedies results in any release or impairment of the Liens of the Collateral Agent in the Collateral (other than the Equity Interests) granted for the benefit of the Secured Creditors or (e) the Collateral Agent will transfer, pursuant to instructions issued by the Instructing Controlling Party, funds on deposit in any of the Project Accounts following the occurrence and during the continuation of an Event of Default under any Financing Document related to Secured Obligations, for application to the prepayment or repayment of any principal amount of Secured Obligations other than in accordance with the provisions of the Collateral Agency Agreement.

“Base Capital Commitment” has the meaning given to such term in “FINANCING FOR THE PROJECT –Capital Contributions –Base Capital Contributions.”

“Base Capital Contribution” has the meaning given to such term in “FINANCING FOR THE PROJECT –Capital Contributions –Base Capital Contributions.”

“Base Cash Collateral Account” means, as the case may be, the Skanska Base Cash Collateral Account, the MIP Base Cash Collateral Account or the MSAM Base Cash Collateral Account.

“Base Case Financial Model” means the financial model prepared on behalf of the Company for the purpose of the Comprehensive Agreement, and approved by an independent model auditor, forecasting the Project Revenues and expenses relating to the Project, to be updated as of the Financial Close Date and to be furnished to the TIFIA Lender as of the execution date of the TIFIA Loan Agreement, and as updated from time to time in accordance with the Comprehensive Agreement.

“Base Case Projections” means the initial financial forecast for the Project in the Base Case Financial Model, as updated immediately prior to the execution date of the TIFIA Loan Agreement, and subsequently updated from time to time in accordance with the Comprehensive Agreement.

“Base Overfunding” means, as of any date of determination, the amount by which the amounts then on deposit in the applicable Base Cash Collateral Account(s) (if any) plus the amounts then available under such Equity

A-4 .

Participant’s Equity Letter(s) of Credit relating to its Base Capital Commitment (if any) exceeds such Equity Participant’s Base Capital Commitment on such date of determination.

“Beneficial Owner” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –Book-Entry-Only System.”

“Benchmark TIFIA Credit Assistance Amount” means the TIFIA credit assistance reflected in the initial base case financial model, which is $422 million.

“Bond Act” means the Virginia Small Business Financing Act, Article 7, Chapter 22, Title 2.2 of the Virginia Code, as amended.

“Bond Counsel” means (a) as of the Financial Close Date, Hunton & Williams LLP, and (b) as of any other date, Hunton & Williams LLP, or other attorneys selected by the Issuer, with the consent of the Company, which consent shall not be unreasonably withheld, who have nationally recognized expertise in the issuance of municipal securities, the interest on which is excluded from gross income for federal income tax purposes.

“Bond Fund” means the fund created under the Indenture called “Virginia Small Business Financing Authority Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project), Bond Fund.

“Bond Loan” means the loan from the Issuer to the Company pursuant to the Senior Loan Agreement.

“Bondholder” or “Holder” or “Owner” means the registered owner of any Bond.

“Bonds” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS–Limited Obligations.”

“CA Amendment” has the meaning given to such term in “INTRODUCTION.”

“Calculation Date” means each June 30 and December 31 occurring following the Effective Date.

“Calculation Period” means a period of consecutive twelve (12) months.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all real and personal property which is subject to the security interests or liens granted under any of the Security Documents.

“Collateral Agent” means Deutsche Bank Trust Company Americas, or any person appointed to replace such person with the authority to exercise and perform the rights and duties of the Collateral Agent under the Security Documents. The Collateral Agent shall at all times be an Institutional Lender as set forth in subparagraph (b)(i) of the definition of “Institutional Lender” in the Comprehensive Agreement.

“Collateral Agency Agreement” has the meaning given to such term in “FINANCING FOR THE PROJECT –General.”

“Commercial Paper Mode” means each period of time during which “Commercial Paper Rates” are in effect in accordance with the terms of the Indenture.

“Committed Investment” means (a) any form of direct investment by equity members, including the purchase of equity shares in the Company; (b) any bona fide indebtedness of the Company for funds borrowed that: (i) is held by any equity member and (ii) is subordinated in priority of payment and security to all Company debt held by persons who are not equity members; or (c) an irrevocable on-demand letter of credit issued by or for the account of an equity member naming the Company as beneficiary and guaranteeing the provision of the direct investment or loan referenced in clause (a) or (b) of this definition.

A-5 .

“Commonwealth” has the meaning given to such term in “INTRODUCTION.”

“Commonwealth Party” means the Commonwealth, the CTB, VDOT or any other agency, instrumentality or political subdivision of the Commonwealth.

“Company” has the meaning given to such term in “INTRODUCTION.”

“Company-Caused Delay” means, with respect to the Design Build Contract and the Tolling Contract, as applicable:

(a) a delay by the Company in performing any of its obligations pursuant to the Design Build Contract or the Tolling Contract, as applicable; or

(b) performance of work by the Company or any of its contractors within the Project Right of Way that delays the DB Work or the Tolling Services, as applicable;

provided, however, that a Company-Caused Delay specifically excludes a delay attributable to:

(1) the submission of incomplete documentation for the Company’s review;

(2) consumption of available float;

(3) submittals or requests that are “deemed approved” if no response is provided within the applicable timeframe;

(4) force majeure events; or

(5) VDOT-Caused Delays.

“Company Damages” means the amount calculated pursuant to the Comprehensive Agreement, which, subject to the terms and conditions set forth therein, with respect to any Compensation Event will be calculated based on the sum of (A) any adverse net cost impact and (B) any adverse net revenue impact for each year that there is an impact attributable to such Compensation Event; provided, that, subject to the terms of the Comprehensive Agreement, any net cost savings and positive net revenue impact attributable to such Compensation Event will be used to decrease the amount of Company Damages. The calculation of Company Damages will be based on the difference in the projected cost and revenue related to the Project immediately prior to the occurrence of the Compensation Event and the projected cost and revenue related to the Project after taking into account the impact of the Compensation Event.

“Company Default” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Defaults and Remedies – Company Defaults.”

“Company Default Termination Amount” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS–The Comprehensive Agreement –Termination Rights –Company Default.”

“Company Financial Party” means any guarantor, if any, of the Company’s material and executory obligations under the Comprehensive Agreement or any equity member of the Company with material financial obligations to the Company, unless such obligations have been satisfied or are fully secured by one or more letters of credit.

“Company Party” means the Company and any Affiliate and any agents, representatives, officers, directors, employees, contractors, suppliers and materialmen of the Company or any Affiliate, and includes the Design Build Contractor and the Tolling Contractor.

A-6 .

“Company Project Enhancement” means any extensions of, additions to, or major modifications to the Project undertaken by the Company pursuant to the terms and conditions of Comprehensive Agreement.

“Company’s Interest” means the rights and obligations of the Company pursuant to the Comprehensive Agreement, which will constitute solely intangible contract rights.

“Compensation Event” means, with respect to the Comprehensive Agreement, the Design Build Contract and the Tolling Contract, as applicable, any of the following events, in each case to the extent (i) the Comprehensive Agreement entitles the Company to Company Damages and (ii) with respect to the Design Build Contract, the Design Build Contract entitles the Design Build Contractor to claim a scope change order adjusting the Contract Price or, with respect to the Tolling Contract, the Tolling Contract entitles the Tolling Contractor to claim a scope change order adjusting the TC Work Contract Sum or the Tolling O&M Fee, as applicable:

(a) VDOT-Caused Delays;

(b) with respect to the Comprehensive Agreement, the construction or expansion of an Alternative Facility;

(c) the development or implementation of any VDOT Change or, with respect to the Comprehensive Agreement, VDOT Project Enhancement;

(d) any discriminatory change in law;

(e) one or more injunctions or other legal proceedings enjoining or estopping the Company from the performance of its obligations pursuant to the Comprehensive Agreement, in any case for more than 30 days in the aggregate;

(f) with respect to the Comprehensive Agreement, the imposition of certain taxes described in the Comprehensive Agreement;

(g) with respect to the Comprehensive Agreement, a change in law that expands the vehicles exempted pursuant to Section 33.1-252 of the Code of Virginia;

(h) discovery of archeological, paleontological or cultural resources on the Project Right of Way, excluding any such resources known to the Company, the Design Build Contractor or the Tolling Contractor, as applicable, on the Agreement Date;

(i) with respect to the Comprehensive Agreement and the Design Build Contract, a failure to relocate, or a delay in relocating, utilities by a qualifying utility, to the extent provided under the Comprehensive Agreement or the Design Build Contract, as applicable;

(j) with respect to the Comprehensive Agreement and the Design Build Contract, a failure to obtain, or a delay in obtaining, any major permit, to the extent provided under the Comprehensive Agreement or the Design Build Contract, as applicable;

(k) with respect to the Comprehensive Agreement and the Design Build Contract, a failure to obtain, or delay in obtaining, the acquisition of parcels identified in the applicable baseline schedule, to the extent provided under the Comprehensive Agreement or the Design Build Contract, as applicable;

(l) with respect to the Comprehensive Agreement and the Design Build Contract, a failure to obtain, or delay in obtaining, governmental approvals from FHWA, to the extent provided under the Comprehensive Agreement or the Design Build Contract, as applicable;

(m) with respect to the Comprehensive Agreement and the Design Build Contract, changes in the joint permit application that imposes conditions that directly and materially adversely impact the design-build work under

A-7 .

the Comprehensive Agreement or the DB Work under the Design Build Contract, as applicable, to the extent provided under the Comprehensive Agreement or the Design Build Contract, as applicable;

(n) with respect to the Comprehensive Agreement and the Design Build Contract, discovery of man-made, subsurface structures within the New Midtown Tunnel alignment, excluding any such structures known to the Company or the Design Build Contractor, as applicable, on the Agreement Date and to the extent provided under the Comprehensive Agreement or the Design Build Contract, as applicable; or

(o) an exercise by VDOT of its reserved rights within the Project Right of Way, unless the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable, expressly provides that such exercise will not entitle the Company to Company Damages, the Design Build Contractor to the contract sum adjustment under the Design Build Contract, or the Tolling Contractor to an adjustment to the contract sum or the tolling operations and maintenance fee under the Tolling Contract, as applicable.

provided, that each of the above events does not arise by reason of:

(1) the negligence or misconduct of a Company Party, DB Contractor Party or Tolling Contractor Party, as applicable; or

(2) any act or omission by a Company Party, DB Contractor Party or Tolling Contractor Party, as applicable, in breach of the provisions of the Comprehensive Agreement, Design Build Contract or the Tolling Contract, or, with respect to a Company Party, any other Project agreement.

“Comprehensive Agreement” has the meaning given to such term in “INTRODUCTION.”

“Concessionaire Damages Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Concessionaire Damages Account.”

“Construction Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Account.”

“Construction Reserve Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Reserve Account.”

“Consumer Price Index” or “CPI” means the “Consumer Price Index – U.S. City Averages for all Urban Consumers, All Items” (not seasonally adjusted), or its successor, as published by the U.S. Department of Labor, Bureau of Labor Statistics, or its successor; provided, that if the CPI is changed so that the base year of the CPI changes, the CPI will be converted in accordance with the conversion factor published by the U.S. Department of Labor, Bureau of Labor Statistics, or its successor. If the CPI is discontinued or substantially altered, the applicable substitute index will be that chosen by the Secretary of the Treasury for the Department of Treasury’s Inflation-Linked Treasuries as described at 62 Fed. Reg. 846-847 (Jan. 6, 1997), or if no such securities are outstanding, will be determined by the parties in accordance with general market practice at that time.

“Contingent Capital Commitment” has the meaning given to such term in “FINANCING FOR THE PROJECT –Capital Contributions –Contingent Capital Contributions and Project Revenues During Construction.”

“Contingent Capital Contributions” has the meaning given to such term in “FINANCING FOR THE PROJECT –Capital Contributions –Contingent Capital Contributions and Project Revenues During Construction.”

“Contingent Cash Collateral Account” means, as the case may be, the Skanska Contingent Cash Collateral Account, the MIP Contingent Cash Collateral Account or the MSAM Contingent Cash Collateral Account.

“Contingent Overfunding” means, as of any date of determination, the amount by which the amounts then on deposit in the applicable Contingent Cash Collateral Account(s) (if any) plus the amounts then available under

A-8 .

such Equity Participant’s Equity Letter(s) of Credit relating to its Contingent Capital Commitment (if any) exceeds such Equity Participant’s Contingent Capital Commitment on such date of determination.

“Continuing Disclosure Agreement” has the meaning given to such term in “CONTINUING DISCLOSURE.”

“Contract Price” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS–The Design Build Contract –Contract Price.”

“Cooperative Agreement” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Use and Tolling of the Project – Compliance with Value Pricing Pilot Program.”

“CTB” has the meaning given to such term in “THE PROJECT —Statutory Authorization.”

“Daily Mode” means each period of time during which “Daily Rates” are in effect in accordance with the terms of the Indenture.

“DB Contract Documents” means, collectively, the Design Build Contract, the Comprehensive Agreement, the Interface Agreement, the design documentation and scope change orders under the Design Build Contract and all plans and manuals which the Design Build Contractor is required to prepare and/or comply with under the Design Build Contract.

“DB Contractor Party” means the Design Build Contractor and any Affiliate and any agents, representatives, officers, directors, employees, subcontractors, suppliers and materialmen of the Design Build Contractor or any Affiliate.

“DB Defect” means: (a) when used with respect to the performance of labor or service items of the DB Work, such items are not provided in a workmanlike manner in accordance with the requirements of the Design Build Contract; (b) when used with respect to structures, materials and equipment items of the DB Work, such items that are (i) not new and of good quality or free from improper workmanship and defects in accordance with the requirements of the Design Build Contract, or (ii) have not been designed or engineered in accordance with the requirements of the Design Build Contract; and (c) in general, DB Work that does not conform to the requirements of the Design Build Contract.

“DB Final Completion” means when all Project Assets have achieved final acceptance under the Design Build Contract.

“DB Key Members” means the joint venture members of the Design Build Contractor.

“DB Rehabilitation Plan” means, with respect to the Design Build Contract, the plan for rehabilitation of the Existing Midtown Tunnel and Existing Downtown Tunnels as described in the Design Build Contract.

“DB Work” means, collectively, the planning, design, procurement, construction and rehabilitation, commissioning, completion and any other services and work identified in the Design Build Contract to be performed by the Design Build Contractor, including the services, equipment and materials to be provided by the Design Build Contractor for rehabilitation of the Existing Project Assets and the construction of the New Project Assets, as described generally in the Design Build Contract. With respect to specific elements of the DB Work described in the DB Rehabilitation Plan and Exhibit A to the Interface Agreement, the scope of such elements shall be as set forth in and limited by such DB Rehabilitation Plan and Exhibit A to the Interface Agreement.

“DBE” means Disadvantaged Business Enterprise.

“Debt Service Fund” means the Bond Fund.

A-9 .

“Debt Service Payment Commencement Date” means up to the fifth (5th) anniversary of the Substantial Completion of the New Project Assets Date or, if such date does not fall on a TIFIA Payment Date, then the Debt Service Payment Commencement Date will be the last TIFIA Payment Date prior to the fifth (5th) anniversary of the Substantial Completion of the New Project Assets Date; provided that if the fifth (5th) anniversary of the Substantial Completion of the New Project Assets Date falls on a Calculation Date, then the Debt Service Payment Commencement Date will be the TIFIA Payment Date immediately succeeding such Calculation Date and provided further, the Debt Service Payment Commencement Date will be an earlier TIFIA Payment Date designated by the Company upon not less than thirty (30) days’ irrevocable, advance written notice to the TIFIA Lender.

“Debt Service Reserve Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Debt Service Reserve Account.”

“Debt Service Reserve Required Balance” means, (i) with respect to the Financial Close Date, an amount equal to the projected amount of principal and interest on the Series 2012 Bonds accruing during the next succeeding six (6) month period from such date plus the projected amount of principal and interest on the TIFIA Mandatory Debt Service accruing during the six (6) month period from such date and, (ii) thereafter, commencing on December 31, 2012, the amount of principal and interest on the Senior Obligations and TIFIA Mandatory Debt Service due on the next July 1 in the case of a December 31 Calculation Date or on the next January 1 in the case of a June 30 Calculation Date.

“Delay Event” means, with respect to the Comprehensive Agreement, Design Build Contract or the Tolling Contract, as applicable:

(a) (i) with respect to the design-build work under the Comprehensive Agreement, one or more of the following events occurring prior to the Final Completion Date, and (ii) with respect to the Design Build Contract or the Tolling Contract, as applicable, one or more of the following events:

(i) the implementation of a VDOT Change;

(ii) a force majeure event;

(iii) discovery of a Differing Site Condition;

(iv) a failure to obtain, or a delay in obtaining, any major permit by the deadlines specified in the permit baseline schedule;

(v) a change in law that imposes additional requirements that directly and materially adversely impact performance of the design-build work under the Comprehensive Agreement, the DB Work under the Design Build Contract or the Tolling Services under the Tolling Contract, as applicable;

(vi) issuance by a governmental authority of competent jurisdiction of an injunction or other order enjoining or estopping either VDOT or the Company from the performance of its obligations under the Comprehensive Agreement;

(vii) a failure to obtain, or a delay in obtaining, the railroad easements within the deadlines specified in the railroad easement baseline schedule;

(viii) a failure to obtain, or delay in obtaining, the acquisition of parcels by the deadlines specified in the applicable baseline schedule;

(ix) a failure to relocate, or delay in relocating, utilities by a qualifying utility by the deadlines specified in the utility baseline schedule;

(x) a VDOT-Caused Delay; or

A-10 .

(xi) a failure to obtain, or delay in obtaining, governmental approvals from FHWA.

(b) (i) with respect to the O&M Work under the Comprehensive Agreement, one or more of the following events, and (ii) with respect to the Tolling Contract, one or more of the following events:

(i) a force majeure event;

(ii) an injunction or other legal proceeding enjoining or estopping either VDOT or the Company from the performance of its obligations pursuant to the Comprehensive Agreement;

(iii) implementation of a VDOT Change or VDOT Project Enhancement; or

(iv) a VDOT-Caused Delay; and

which in either case under clause (a) or, with respect to the Comprehensive Agreement or the Tolling Contract, clause (b) above results in a delay or interruption in the performance by the Company, the Design Build Contractor or the Tolling Contractor, as applicable, of any obligation under the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable, provided, however, that such delay or the cause thereof is not specifically dealt with in the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable, and excluding any delay that:

(1) could have been reasonably avoided by a Company Party, DB Contractor Party or Tolling Contractor Party, as applicable;

(2) is caused by the negligence or misconduct of a Company Party, DB Contractor Party or Tolling Contractor Party, as applicable; or

(3) is caused by any act or omission by a Company Party, DB Contractor Party or Tolling Contractor Party, as applicable, in breach of the provisions of the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable, or, with respect to the Comprehensive Agreement, any other Project agreement.

“Design Build Contract” means the Design Build Contract, dated as of December 5, 2011, between the Company and the Design Build Contractor, as it may be amended or supplemented.

“Design Build Contractor” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Contractor and the Design Team.”

“Design Build Guarantors” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Guarantors.”

“Determination Method” means, at any time, the applicable interest rate determination method for the Bonds at such time.

“Development Affiliate” has the meaning given to such term in “THE PROJECT –Statutory Authorization.”

“Development Default” means the Company’s failure to comply with the requirements to (i) diligently prosecute the work relating to the Project and achieve Substantial Completion in accordance with the financial plan delivered pursuant to the TIFIA Loan Agreement, unless the Company demonstrates to: the TIFIA Lender’s satisfaction that it is proceeding with the construction of the Project with due diligence toward Substantial Completion by no later than the Long Stop Date (as such date may be amended from time to time and as such date may be extended in accordance with the Comprehensive Agreement).

A-11 .

“Differing Site Condition” means, with respect to the Comprehensive Agreement, Design Build Contract or the Tolling Contract, as applicable, any:

(a) unknown geotechnical conditions;

(b) threatened or endangered species whose habitat is protected by law on the Project Right of Way;

(c) archaeological, paleontological or cultural resources on the Project’s Right of Way;

(d) unknown pre-existing hazardous substances;

(e) hazardous substances spilled or otherwise placed on the Project Right of Way subsequent to the execution date of the Comprehensive Agreement, Design Build Contract or the Tolling Contract, as applicable, other than by a Company Party, DB Contractor Party or Tolling Contractor Party, as applicable, in the course of performing the Work, DB Work or the Tolling Services, as applicable; or

(f) utilities in the Project Right of Way, excluding any such utilities known to the Company on the execution date of the Comprehensive Agreement, the Design Build Contractor on the execution date of the Design Build Contract, or to the Tolling Contractor on the execution date of the Tolling Contract, as applicable;

provided, however, that to qualify as a Differing Site Condition, such condition:

(1) (i) with respect to the Comprehensive Agreement, was not known or discovered by the Company prior to the execution date of the Comprehensive Agreement, and could not reasonably be expected to have been known or discovered by the Company prior to the execution date of the Comprehensive Agreement, (ii) with respect to the Design Build Contract, was not known or discovered by the Design Build Contractor prior to the execution date of the Design Build Contract, and could not reasonably be expected to have been known or discovered by the Design Build Contractor prior to the execution date of the Design Build Contract, or (iii) with respect to the Tolling Contract, was not known or discovered by the Tolling Contractor prior to the execution date of the Tolling Contract, and could not reasonably be expected to have been known or discovered by the Tolling Contractor prior to the execution date of the Tolling Contract, as applicable; and

(2) has a material impact on the Company’s performance of the Work pursuant to the terms of the Comprehensive Agreement, Design Build Contractor’s performance of the DB Work pursuant to the terms of the Design Build Contract or the Tolling Contractor’s performance of the Tolling Services pursuant to the terms of the Tolling Contract, as applicable.

“Direct Participants” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –Book-Entry-Only System.”

“Distribution Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Distribution Account.”

“Discriminatory Change in Law” means, with respect to the Comprehensive Agreement, the Design Build Contract and the Tolling Contract, as applicable, the adoption of any Commonwealth law or any change in any Commonwealth Law or in the interpretation or application thereof during the term that has the effect of discriminating solely against the Project, the Company, or private operators of toll roads in the Commonwealth, except where such Commonwealth law or change in Commonwealth law or in interpretation or application is (a) in response, in whole or in part, to any failure to perform or breach of the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable, or other Project agreement, violation of law or governmental

A-12 .

approval, culpable act, omission or negligence on the part of any Company Party, or (b) otherwise permitted under the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable.

“DTC” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –General.”

“DTCC” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –Book-Entry-Only System.”

“Early Work” means the work identified in Exhibit B-6 to the Comprehensive Agreement.

“Electronic Toll Collection Agreement” means the electronic toll collection agreement between the Company and VDOT to be executed as of the Financial Close Date in accordance with, and substantially in the form attached to, the Comprehensive Agreement.

“Eligible Project Costs” means amounts in the Project Budget substantially all of which are paid by or for the account of the Company in connection with the Project, including the costs of:

(a) development phase activities, including planning, feasibility analysis, revenue forecasting, environmental review, permitting, preliminary engineering and design work, and other preconstruction activities for the Project;

(b) construction, reconstruction, rehabilitation, replacement, and acquisition of real property (including land related to the Project and improvements to land), environmental mitigation, construction contingencies, and acquisition of equipment; and

(c) capitalized interest necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses, and other carrying costs during construction.

“Eminent Domain Proceeds” means, with respect to any Event of Eminent Domain, all proceeds payable to or received by to the Company in connection with such Event of Eminent Domain.

“Equity Contribution Agreement” means the Equity Contribution Agreement to be entered into on the Financial Close Date among the Company, ERC Holdings, the Equity Participants and the Collateral Agent

“Equity IRR” means the nominal post-tax Internal Rate of Return on Committed Investment over the full term of the Comprehensive Agreement projected in the base case financial model or the base case financial model update, as applicable.

“Equity Letter(s) of Credit” has the meaning given to such term in “FINANCING FOR THE PROJECT –Capital Contributions –Letters of Credit and Sponsor Cash Collateral Accounts.”

“Equity Lock-up Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Equity Lock-up Account.”

“Equity Participants” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“ERC Holdings” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“ETTM” means electronic toll and traffic management.

“Event of Eminent Domain” shall mean any action (or series of related actions) by any governmental authority (i) by which such governmental authority appropriates, confiscates, condemns, expropriates, nationalizes,

A-13 .

seizes or otherwise takes all or any portion of the Collateral or the Project or (ii) by which such governmental authority assumes custody or control (other than as permitted pursuant to, and subject to compliance with, the Comprehensive Agreement) of all or any portion of the Project or business operations of the Company or any equity interests in the Company, in each case that is reasonably anticipated to last for more than 120 consecutive days

“Excess Net Revenue Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Excess Net Revenue Account.”

“Excess Rehabilitation Work” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Financial Responsibility for Rehabilitation Work.”

“Excess Rehabilitation Work Outer Band” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Financial Responsibility for Rehabilitation Work.”

“Exchange Act” has the meaning given to such term in “THE PROJECT –Project Participants –Tolling Guarantor.”

“Existing Downtown Tunnels” means the two, two-lane tunnels under the Elizabeth River along I-264 connecting Portsmouth, Virginia and Norfolk, Virginia operated and maintained by VDOT as of the date of signing of the Comprehensive Agreement.

“Existing Midtown Tunnel” means the two lane tunnel under the Elizabeth River connecting U.S. Route 58 in Portsmouth, Virginia to Brambleton Avenue/Hampton Boulevard in Norfolk, Virginia operated and maintained by VDOT as of the date of signing of the Comprehensive Agreement.

“Existing Project Assets” has the meaning given to such term in “THE PROJECT.”

“E-ZPass” means an electronic toll collection system used in the Commonwealth and as part of the “E-ZPass Interagency Group.”

“Federal Tax Certificate” means, with respect to the Bonds, (a) the certificate that sets forth the Company’s expectations regarding the investment and use of proceeds of such bonds and other matters relating to Bond Counsel’s opinion regarding the federal income tax treatment of interest on such bonds, including any instructions delivered by Bond Counsel in connection with such certificate; and (b) any amendment or modification of any such certificate that is accompanied by an opinion of Bond Counsel stating that the amendment or modification will not adversely affect the exclusion of interest on such bonds from gross income for federal income tax purposes.

“FHWA” means the Federal Highway Administration.

“Final Acceptance” means the occurrence of all the events and satisfaction of all the conditions with respect to final acceptance of each Project Asset as set forth in the Comprehensive Agreement and described in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Final Acceptance.”

“Final Completion Date” mean the date on which the Project Assets have achieved Final Acceptance under the Comprehensive Agreement.

“Final Maturity Date” means January 1, 2046 or, if the Substantial Completion of the New Project Assets Date has been revised pursuant to the TIFIA Loan Agreement, the last January 1 or July 1 occurring no later than thirty (30) years from the Substantial Completion of the New Project Assets Date.

A-14 .

“Financial Close” means satisfaction of all of the conditions set forth in Section 7.03(a) of the Comprehensive Agreement.

“Financial Close Date” means the date on which Financial Close occurs.

“Financing Assignments” has the meaning given to such term in APPENDIX B —”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT –Project Financing – Financing Assignments.”

“Financing Documents” means the Loan Agreements, any Notes, the Indenture, the Security Documents, the Intercreditor Agreement, any Hedging Agreements, the Additional Financing Documents and each other document or instrument required to be executed and delivered by the aforementioned documents.

“Fitch” means Fitch Ratings and any successor thereto which is a Nationally Recognized Rating Agency.

“Fixed Rate Mode” means each period of time during which “Fixed Rates” are in effect in accordance with the terms of the Indenture.

“FST” has the meaning given to such term in “THE PROJECT –Tolling on the Project –All-Electronic Tolling.”

“Funding Insufficiency” means, with respect to any monthly funding date, the amount required to satisfy all payments under First, Second, Third, and Fourth as set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” less all amounts available to make such payments on such monthly funding date (i) in the PABs Sub-Account, the Project Revenue Sub-Account (after giving effect to the withdrawals required to be made on such date pursuant to clauses First, Second, to the extent necessary, Third, and Fourth as set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account”, the TIFIA Sub-Account, the Department Funding Sub-Account and any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness and (ii) in the Excess Net Revenue Account.

“Funds” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –MIRA.”

“GARVEE Indenture” has the meaning given to such term in “SUMMARY–FINANCING FOR THE PROJECT –VDOT Funding.

“General Assembly” has the meaning given to such term in “THE PROJECT –Statutory Authorization.”

“Guaranteed Substantial Completion Date” means the date of the last scheduled substantial completion date to occur under the Comprehensive Agreement or the Design Build Contract, as applicable, as such date may be extended for Delay Events in accordance with the terms of the Comprehensive Agreement or the Design Build Contract, as applicable.

“Handback Reserve Account” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts.”

“Hazardous Environmental Condition” means, with respect to the Comprehensive Agreement, the Design Build Contract and the Tolling Contract, as applicable, the presence of any hazardous substances on, in, under or emanating from the Project Right of Way that is present at concentrations or in quantities that: (a) may present an imminent or substantial safety or health hazard for VDOT, the Company, the Design Build Contactor or the Tolling Contractor, as applicable, or their respective employees, agents, representatives or independent contractors, the general public or the surrounding environment; or (b) are required to be removed or remediated as a matter of law or in accordance with the requirements of any governmental authority.

A-15 .

“Hedging Agreement” means any agreement entered into, or to be entered into, by the Company and a Hedging Bank in form and substance reasonably satisfactory to the Instructing Controlling Party (acting in accordance with the Intercreditor Agreement) and the Company, for a Hedging Transaction.

“Hedging Banks” means any entity that becomes a party to a Hedge Agreement and which has become a party to the Intercreditor Agreement by joinder or otherwise, and their respective successors and assigns.

“Hedging Obligations” means, collectively, the payment of (a) all scheduled amounts payable to the Hedging Banks by the Company under the Hedging Agreements (including interest accruing after the date of any filing by the Company of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Company), net of all scheduled amounts payable to the Company by such Hedging Banks, and (b) all other indebtedness, fees, indemnities and other amounts payable by the Company to the Hedging Banks under such Hedging Agreements, net of all other indebtedness, fees, indemnities and other amounts payable by the Hedging Banks to the Company under such Hedging Agreements; provided, that Hedging Obligations shall not include Hedging Termination Obligations. For the avoidance of doubt, all calculations of such amounts payable under the Hedging Agreements shall be made in accordance with the terms of the applicable Hedging Agreements

“Hedging Termination Obligations” means the aggregate amount payable to the Hedging Banks by the Company upon the early unwind of all or a portion of the Hedging Agreements, net of all amounts payable to the Company by such Hedging Banks upon the early unwind of all or a portion of such Hedging Agreements. For the avoidance of doubt, all calculations of such amounts payable under the Hedging Agreements shall be made in accordance with the terms of the applicable Hedging Agreements.

“Hedging Transaction” means any interest rate protection agreement, interest rate swap transaction, interest rate “cap”, “collar” or “floor” transaction, interest rate future, interest rate option or other hedging arrangement.

“Indenture” has the meaning set forth in “DESCRIPTION OF THE SERIES 2012 BONDS –General.”

“Independent T&R Advisor” means Arup USA Inc., in its capacity as independent revenue and traffic consultant.

“Independent Technical Advisor” means Arup USA Inc., in its capacity as independent technical advisor.

“Indirect Participants” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –Book-Entry-Only System.”

“Insolvency Laws” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as from time to time amended and in effect, and any state bankruptcy, insolvency, receivership or similar law now or hereafter in effect.

“Insurance Proceeds” means all proceeds of insurance (other than proceeds of business interruption insurance and loss of advance profits insurance, which shall constitute “Project Revenues”) payable to or received by the Company (whether by way of claims, return of premiums, ex gratia settlements or otherwise).

“Instructing Controlling Party” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW OF FUNDS-Withdrawal and Application of Funds, Priority of Transfers from Project Accounts.”

“Intercreditor Agreement” means the Subordination and Intercreditor Agreement to be entered into among the Collateral Agent, Trustee, the TIFIA Lender and each other Secured Creditor that becomes a party thereto (by accession or otherwise) and any amendment or supplement thereto.

“Interest Payment Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Interest Payment Account.”

A-16 .

“Interest Payment Date” means January 1 and July 1 of each year, commencing on January 1, 2013.

“Interface Agreement” means the Interface Agreement Relating to the Downtown Tunnel/Midtown Tunnel/MLK Extension Project, dated as of December 5, 2011, entered into by and among the Design Build Contractor, the Tolling Contractor and the Company.

“Interim Agreement” has the meaning given to such term in “THE PROJECT –Statutory Authorization.”

“Internal Rate of Return” or “IRR” means the discount rate that makes the net present value of all cash flows from an investment equal to zero.

“Investment Grade Rating” means a rating assigned by a nationally recognized rating agency which is no lower than BBB minus or Baa3.

“IRP” has the meaning given to such term in “THE PROJECT –Statutory Authorization.”

“Issuer” has the meaning given to such term in “INTRODUCTION.”

“Key Member” means (a) Skanska ID ERC Holdings; (b) Skanska ID (but only for the purposes of certain provisions under the Comprehensive Agreement with respect to the DBE goals and SWaM goals for the design-build work); (c) Macquarie Holdings; (d) Skanska USA Civil Southeast; (e) Kiewit; (f) Weeks Marine; (g) PB Americas, Inc.; or (h) O&M Contractor.

“Kiewit” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Contractor and the Design Team –Kiewit Infrastructure Co.”

“Latent Defect” means any DB Defect that becomes known after the date of final acceptance with respect to the applicable Project Asset under the Design Build Contract and could not have been discovered by the Company during the applicable warranty period upon reasonable inspection; provided that any DB Defect that became known to the Company during the applicable warranty period but was not the subject of a warranty claim during such warranty period cannot be claimed by the Company as “Latent Defect.”

“LC Qualified Issuer” means a U.S. commercial bank (or a foreign bank with a U.S. branch acceptable to the Company) having total assets of at least $10 billion and a senior unsecured long-term credit rating (unenhanced by third-party support) equivalent to “A-” or better as determined by S&P or its successor, and “A3” or better as determined by Moody’s or its successor.

“Level Debt Service Period” means the period commencing on the TIFIA payment Date following the 25th anniversary of the Substantial Completion of the New Project Assets Date and ending on the Final Maturity Date (or such earlier date as all scheduled payments to be made during this period shall be paid in full).

“Life Cycle Maintenance Plan” means the plan produced annually by the Company identifying major maintenance and handback requirements needs, the estimated costs and timing of those needs and such other information as may be reasonably requested by VDOT, as described in the Comprehensive Agreement.

“Loan Agreements” means the Senior Loan Agreement and the TIFIA Loan Agreement.

“Loan Payments” means the amounts required to be paid by the Company in repayment of the Bond Loan pursuant to the Senior Loan Agreement

“Lock-Up Period” means the period commencing on the date of signing of the Comprehensive Agreement and ending on the second anniversary of the date on which all of the Project Assets have achieved Substantial Completion under the Comprehensive Agreement.

A-17 .

“Long Stop Date” means the date that is 545 days after the guaranteed substantial completion date, as such date may be extended pursuant to the Comprehensive Agreement, the Design Build Contract or the Tolling Contract, as applicable.

“Loss Proceeds” means any Insurance Proceeds, Eminent Domain Proceeds or Project Damages, as the context requires.

“Loss Proceeds Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Loss Proceeds Account.”

“MACCAP USA” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –Macquarie Capital (USA) Inc.”

“Macquarie Group” has the meaning given to such term in “THE PROJECT –Project Participants –Statutory Authority.”

“Macquarie Holdings” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“Maintenance Capital Expenditures” means any major maintenance expenditures required or desirable in connection with the operations and maintenance work inclusive of maintenance, repair, renewal, reconstruction or replacement of any portion or component of the Project, as applicable, of a type which is not normally included as ordinary or routine maintenance, except to the extent such maintenance capital expenditure is furnished pursuant to the Design Build Contract.

“Major Maintenance Reserve Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Major Maintenance Reserve Account.”

“Major Maintenance Reserve Required Balance” means (i) on the Substantial Completion of the New Project Assets Date, an amount equal to 100% of Maintenance Capital Expenditures in the Base Case Financial Model delivered on the Financial Close Date during the period commencing on the Substantial Completion of the New Project Assets Date and the 10th anniversary of the Financial Close Date, and (ii) thereafter, up to the amounts set forth below, such that for Maintenance Capital Expenditures (as determined in accordance with the Comprehensive Agreement) incurred in year “N,” the minimum Major Maintenance Reserve Required Balance at the beginning of year “N” would be:

Year Percentage N 100 N+1 75 N+2 50 N+3 25

“Major Maintenance Reserve Security” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Description of Project Accounts –Major Maintenance Reserve Account.”

“Material Project Contract” means the Comprehensive Agreement, the Design Build Contract, the Tolling Contract, any guaranty of the Design Build Contract, any guaranty of the Tolling Contract, any other contract entered into by the Company relating to the Project designated as a Material Project Contract by both the Collateral Agent and the Company, as amended or replaced in accordance with the terms of the Financing Documents; and any document that replaces or supplements any of the agreements listed above.

“Membership Interest Pledge Agreement” has the meaning given to such term in “SECURITY –Secured Obligations.”

A-18 .

“MIP II” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“MIP II International” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“MIP II US” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“MIRA” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –Overview.”

“MLK Freeway” has the meaning give to such term in “THE PROJECT –Construction and Rehabilitation of Project Assets –New MLK Extension.”

“MMIT” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“MMIT I” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –MMIT.”

“MMIT II” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –MMIT.”

“Moody’s” means Moody's Investors Service, Inc. and any successor thereto which is a Nationally Recognized Rating Agency.

“Nationally Recognized Rating Agency” means S&P, Moody’s, Fitch or another national bond rating agency approved by the TIFIA Lender.

“Net Cash Flow” means, in respect of any period, (a) aggregate Project Revenues received during such period, less (b) the O&M Expenditures, the Maintenance Capital Expenditures and the cost of any Major Maintenance or life-cycle maintenance work, in each case paid by the Company, during such period (other than (i) the cost of Major Maintenance funded by funds withdrawn from the Major Maintenance Reserve Account, (ii) the cost of any life-cycle maintenance work funded by funds withdrawn from the Handback Reserve Account, or (iii) or any draws under any letter of credit or other performance security available for purposes of the Major Maintenance Reserve Account or the Handback Reserve Account, as the case may be, in accordance with the terms of the Collateral Agency Agreement and the Comprehensive Agreement, respectively, (iv) by insurance proceeds other than the proceeds of business interruption or loss of advance profits insurance or (v) by the principal amount of Additional Permitted Indebtedness applied to pay Maintenance Capital Expenditures) less (c) deposits to the Major Maintenance Reserve Account and the Handback Reserve Account made during such period, plus (d) amounts withdrawn from the Major Maintenance Reserve Account or the Handback Reserve Account or drawn from any letter of credit or other performance security available for the purposes of the Major Maintenance Reserve Account or the Handback Reserve Account in accordance with the Collateral Agency Agreement and the Comprehensive Agreement, respectively, during, in each case, such period, except to the extent used to pay for Major Maintenance or life-cycle maintenance work.

“New Midtown Tunnel” means the two lane tunnel adjacent to the Existing Midtown Tunnel.

“New MLK Extension” means the extension of the four lane limited-access Martin Luther King Freeway in Portsmouth, Virginia south from London Boulevard to a new interchange at I-264.

“New Project Assets” has the meaning given to such term in “THE PROJECT.”

“Norfolk” has the meaning given to such term in “INTRODUCTION.”

A-19 .

“Notes” means any promissory notes, if any, issued by the Company in favor of any Secured Party evidencing a Secured Obligation of the Company.

“O&M Boundaries” means the boundaries identified in the Turnover Plan.

“O&M Contractor” means the Company or any person entering into a contract with the Company to perform the O&M Work.

“O&M Expenditures” means all actual cash maintenance and operation costs (excluding all costs of capital expenditures and payments in respect of indebtedness) incurred and paid (or, if applicable, forecast to be incurred and paid) in connection with the operation and maintenance of the Project in any particular calendar or Company fiscal period or period to which said term is applicable, including payments made pursuant to the Comprehensive Agreement or any related document (including revenue sharing amounts and any required deposits to the Handback Reserve Account), payments made or required to be made to any consultants, payments for taxes, insurance, consumables, advertising, marketing, payments under real property agreements pursuant to which the Company has rights in the Project, payments pursuant to the agreements for the management, operation or maintenance of the Project, reasonable legal fees and expenses paid by the Company in connection with the management, maintenance or operation of the Project, fees paid in connection with obtaining, transferring, maintaining or amending any approvals from any governmental authority, costs incurred in connection with the performance of environmental mitigation work to be carried out by the Company, amounts required for the acquisition of any qualified hedge or for deposits into any account maintained in accordance with this Agreement for such purposes and reasonable general and administrative expenses, but exclusive in all cases of noncash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature.

“O&M Plan” has the meaning given to such term in APPENDIX B —”SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance – Tolling and O&M Work Notice to Proceed.”

“O&M Work” means any and all operation, management, administration, maintenance, repair, preservation, modification, reconstruction, rehabilitation, restoration, renewal and replacement of the Project, including major maintenance and potential Project Enhancements, except to the extent such Work is furnished pursuant to the Design Build Contract.

“OID Bonds” has the meaning given to such term in “TAX MATTERS –Original Issue Discount.”

“Outstanding TIFIA Loan Balance” means the aggregate principal amount drawn by the Company and then outstanding with respect to the TIFIA Loan, as determined in accordance with the TIFIA Loan Agreement.

“PABs Sub-Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Account –Bond Proceeds –PABs Sub-Account.”

“Percentage Interest” has the meaning given to such term in “FINANCING FOR THE PROJECT–Capital Contributions–Aggregate Capital Commitment.”

“Permit Fee” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS–The Comprehensive Agreement– Permit Fee and Refinancing Gain.”

“Permitted Investments” means (with respect to the investment of the proceeds of the TlFIA Loan):

(i) Government Obligations;

(ii) certificates of deposit where the certificates are collaterally secured by securities of the type described in item (i) of this definition and held by a third party as escrow agent or custodian, of a market value not

A-20 .

less than the amount of the certificates of deposit so secured, including interest, but this collateral is not required to the extent the certificates of deposit are insured by an agency of the federal government;

(iii) repurchase agreements when collateralized by securities of the type described in item (i) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the repurchase agreement so collateralized, including interest;

(iv) money market funds that invest solely in obligations of the United States, its agencies and instrumentalities, and (a) at any time the Senior Obligations are rated by S&P, having a rating from S&P of AAAm-G or or AAA-m or (b) at any other time, if rated by S&P, having a rating of AAAm-G or AAA-m, or if rated by Moody’s having a rating of Aaa; and

(v) collateralized investment agreement or other contractual agreements with corporations, financial institutions or national associations within the United States, provided that the senior long-term debt of such corporations, institutions or associations is rated, (a) at any time the Senior Obligations are rated by S&P, AAA by S&P, or (b) at any other time, AAA from any national recognized rating agency.

“Permitted Liens” means (a) any Lien arising by operation of law or in the ordinary course of business in connection with or to secure the performance of bids, tenders, contracts, leases, statutory obligations, surety bonds or appeal bonds; (b) any mechanic’s, materialmen’s, workmen’s, repairmen’s, employees’, warehousmens’, carriers’ or any like lien or right of set-off arising in the ordinary course of business or under applicable law, securing obligations incurred in connection with the Project which are not overdue by more than thirty (30) days or are being contested in good faith; (c) any right of title retention in connection with the acquisition of assets in the ordinary course of business; (d) any Lien for taxes, assessments or governmental charges not yet due or being contested in good faith; (e) any Lien arising out of judgments or awards fully covered by insurance or with respect to which an appeal or proceeding for review is being prosecuted, enforcement has been stayed or bonded; (f) any Lien created pursuant to or contemplated by the Financing Documents or to secure Senior Obligations or the Additional Permitted Indebtedness; (g) any right of set-off arising under a Material Project Contract or Financing Document; (h) any other lien granted over assets with a value not exceeding $500,000 (or its equivalent); (i) any other Lien securing Additional Permitted Indebtedness; (j) any Lien incurred or deposit made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits; (k) any Lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights to set-off or similar rights; (l) licenses or sublicenses of intellectual property granted in the ordinary course of business; or (m) any other Lien approved in writing by the Majority Holders.

“Permitted Second Lien Obligations” means any Additional Permitted Indebtedness accruing interest at a variable rate, which are subordinated in right of payment and lien priority to the Senior Obligations and, prior to a Bankruptcy Related Event, senior in right of payment and lien priority to the TIFIA Obligations, and any related Hedging Obligations.

“Pledged Membership Collateral” has the meaning given to such term in “SECURITY –Membership Interest Pledge Agreement Collateral.”

“Pledged Membership Interests” has the meaning given to such term in “SECURITY –Membership Interest Pledge Agreement Collateral.”

“Portsmouth” has the meaning given to such term in “INTRODUCTION.”

“PPTA” has the meaning given to such term in “INTRODUCTION.”

“Project” has the meaning given to such term in “INTRODUCTION.”

“Project Accounts” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW AND FUNDS –Project Accounts.”

A-21 .

“Project Assets” has the meaning given to such term in “THE PROJECT.”

“Project Costs” means all costs and expenses incurred in connection with the design, construction, commissioning and financing of the Project, including, without limitation, the contract price of the Design-Build Contract, the contract price of the Tolling Contract, amounts payable under all construction, engineering, technical and other contracts entered into by the Company in connection with performing its obligations under the Comprehensive Agreement and in accordance with the Financing Documents, all O&M Expenditures and Maintenance Capital Expenditures incurred prior to the Substantial Completion of the New Project Assets Date, financing costs, including costs of issuance, fees (including the Sponsor Technical Services Fee), interest during construction, initial working capital costs, funding of reserves including the Construction Reserve Account and the Major Maintenance Reserve Account, developer fees, and any taxes, assessments or governmental charges payable by the Equity Participants in connection with the Project, but excluding certain letter of credit fees payable to the Equity Participants.

“Project Damages” means the proceeds of any payment (or series of related payments) in connection with any buy-out payments, termination payments and other similar damages payable to or received by the Company pursuant to, or in connection with, any Material Project Contract.

“Project Enhancements” means, collectively, Company Project Enhancements and VDOT Project Enhancements.

“Project Revenue Sub-Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Account –Project Revenue Sub-Account.”

“Project Revenue Sub-Account Flow of Funds” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Flow of Funds Prior to Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account.”

“Project Revenues” means for any period (without duplication), all revenue received by or on behalf of the Company during such period, including but not limited to toll revenues received by the Company, interest paid in respect of any Project Accounts (except for the Assigned Gross Revenue Sharing Account and the Sponsor Cash Collateral Accounts), proceeds from any business interruption insurance, revenue derived from any third-party concession, lease or contract, and any other receipts otherwise arising or derived from or paid or payable in respect of the Project, any Compensation Event proceeds and all cash payments received by the Company under or in connection with any Hedging Agreement, but excluding proceeds of borrowings, equity contributions to the Company, proceeds of condemnation proceedings and asset sales to the extent that such proceeds are not reinvested in replacement property, and insurance payments other than proceeds from business interruption insurance.

“Project Right of Way” or “Right of Way” (ROW) means any real property (which term is inclusive of all estates and interests in real property, including slope easements), which is:

(a) necessary for performance of the Work under the Comprehensive Agreement or the DB Work under the Design Build Contract, as applicable, including temporary and permanent easements, and ownership and operation of the Project;

(b) shown on the approved ROW acquisition and relocation plan under the Comprehensive Agreement or the approved ROW acquisition plan under the Design Build Contract, as applicable; and

(c) within the lines established by the NEPA Documents, as such limits may be adjusted pursuant to the Comprehensive Agreement.

“Principal Payment Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Principal Payment Account.”

A-22 .

“Public Funds Amount” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS–The Comprehensive Agreement –VDOT Funding.”

“Public Information and Communications Plan” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance – Tolling and O&M Work Notice to Proceed.”

“Rebate Fund” has the meaning given to such term in APPENDIX F –”SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE –Rebate Fund.”

“Record Date” means, with respect to each Interest Payment Date the close of business on the fifteenth (15th) day of the calendar month immediately preceding any calendar month in which there occurs an Interest Payment Date, regardless of whether such 15th day is a business day.

“Redemption Date” means the date fixed for redemption of Bonds subject to redemption in any notice of redemption given in accordance with the terms hereof.

“Redemption Price” means an amount equal to the principal of, and premium, if any, plus interest accrued to the Redemption Date, if any, on the Bonds to be redeemed.

“Required Senior Creditors” means (i) for so long as any Bonds remain outstanding under the Indenture, the Trustee (acting in accordance with the Indenture), or (ii), otherwise, the party or parties holding, or designated by one or more of such creditors in writing to the Collateral Agent holding, more than fifty per cent (50%) of the then aggregate outstanding principal amount of the Senior Obligations; provided that with respect to any such Senior Obligations that are supported by a senior credit facility, which could include a letter of credit or a mono-line insurance policy, the bank issuing such letter of credit or the mono-line insurer issuing such mono-line insurance policy (but with respect to a mono-line insurance policy, only in the absence of an uncured breach by such mono-line insurer of its obligations thereunder) will be deemed to be the sole holder of such Senior Obligations for the purpose of designating the Required Senior Creditors.

‘‘Rescue Refinancing” means a refinancing which (a) occurs due to the failure or imminent failure of the Company to comply with any material financial obligation under the Project financing agreements or (b) is undertaken expressly to facilitate the cure of any other material default or event of default by the Company pursuant to the Comprehensive Agreement or the Project financing agreements and does not result in an increase of the Equity IRR beyond the cash on cash Internal Rate of Return calculated in the initial refinancing case financial model. Notwithstanding the foregoing, no Rescue Refinancing will result in an actual or potential increase of the Company Default Termination Amount by more than ten percent.

“Restricted Payment Conditions” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Description of Project Accounts –Distribution Account.”

“Revenue Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Revenue Account.”

“Revenue Account Flow of Funds” has the meaning given to such term in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Flow of Funds After Substantial Completion of the New Project Assets Date – Revenue Account.”

“Revenues” means (a) the Loan Payments, (b) all other moneys received or to be received by the Issuer (excluding any amounts to be paid to the Issuer and included in the Unassigned Issuer’s Rights) or the Trustee in respect of repayment of the Bond Loan including, without limitation, all moneys and investments in the Bond Fund, and (c) all income and profit from the investment of the foregoing moneys.

A-23 .

“ROW Baseline Cost” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Acquisition of Project Right of Way, Railroad Easements and Lease of Virginia Port Authority Property.”

“Rule 15c2-12” has the meaning given to such term in “CONTINUING DISCLOSURE.”

“S&P” means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto which is a Nationally Recognized Rating Agency.

“Safety Compliance Order” means any written order or directive of VDOT issued after Substantial Completion for a Project Asset which directs the Company to undertake certain improvements to such Project Asset (a) to correct a specific safety condition affecting such Project Asset, which VDOT has determined to exist by investigation or analysis or (b) to conform to changes in safety standards or methodologies agreed to or adopted by VDOT for similar portions of comparable State Highways.

“Scheduled Substantial Completion of the New Project Assets Date” has the meaning given to such term in “FINANCING FOR THE PROJECT–Capital Contributions–Contingent Capital Contributions and Project Revenues During Construction”

“SDG” means Steer, Davies’ Gleave, as the Equity Participants’ traffic advisor.

“SEC” has the meaning given to such term in “THE PROJECT –Project Participants –Tolling Guarantor.”

“Secured Creditor” means, collectively, (i) the Trustee, (ii) the TIFIA Lender, (iii) any Hedging Bank, (iv) any holder of Additional Fixed Senior Obligations and (v) any holder of Permitted Second Lien Obligations.

“Secured Obligations” means (a) all present and future indebtedness and other obligations of the Company incurred pursuant to the Financing Documents, including principal, interest (including interest accruing after the commencement of a bankruptcy proceeding by or against the Company), fees, premiums, reimbursement obligations, collection costs and expenses and all other amounts, liabilities and obligations of the Company arising thereunder, and (b) all amounts owed under any modifications, renewals or extensions of any of the foregoing Secured Obligations, in each case whether fixed or contingent, matured or unmatured, liquidated or unliquidated or owed jointly or severally or in any other capacity whatsoever and secured by the Security Documents.

“Secured Parties” means, collectively, the Secured Creditors, the Collateral Agent and the Issuer.

“Security Agreement” has the meaning given to such term in “SECURITY–Secured Obligations.”

“Security Agreement Collateral” has the meaning given to such term in “SECURITY–Secured Obligations.”

“Security Documents” means, collectively, the Collateral Agency Agreement, the Security Agreement, the Membership Interest Pledge Agreement, the Equity Contribution Agreement, each control agreement entered into by the Company, the direct agreements and each other document or instrument from time to time pursuant to which a lien or security interest is granted or perfected to the Collateral Agent by the Company in respect of the Financing Documents.

“Security Interest” means (a) a mortgage, pledge, lien charge, assignment, hypothecation, security interest, title retention arrangement, preferential right, trust arrangement or other arrangement having the same or equivalent commercial effect as a grant of security; or (b) any agreement to create or give any arrangement referred to in paragraph (a) of this definition.

“Senior Creditor Representative” means any agent or trustee performing an administrative or fiduciary role for an Additional Senior Creditor pursuant to an Additional Financing Document.

A-24 .

“Senior Debt Service” means any debt service on account of any Senior Obligations (including any mandatory redemption payments thereon).

“Senior Debt Service Coverage Ratio” means, as of each applicable Calculation Date, the ratio of annual Net Cash Flow to annual Senior Debt Service on Senior Obligations and debt service with respect to Permitted Second Lien Obligations for, in each case, each Calculation Date from and including such Calculation Date to the Final Maturity Date.

“Senior Loan Agreement” has the meaning given to such term in “FINANCING FOR THE PROJECT –The Series 2012 Bonds.”

“Senior Obligations” means all payment obligations of the Company incurred pursuant to the Senior Loan Agreement and any Additional Fixed Senior Obligations.

“Series 2012 Bonds” has the meaning given to such term in “INTRODUCTION.”

“Service” has the meaning given to such term in “TAX MATTERS –Opinion of Bond Counsel.”

“Significant Force Majeure Event” means one or more force majeure events occurring under the Comprehensive Agreement after the Financial Close Date that (a) has the effect of causing physical damage or destruction to the Project Assets or surrounding infrastructure within the Project Right of Way, and (b) results in the Project Assets being substantially unavailable for public use or the suspension or substantial reduction of toll collections for a period in excess of (i) 180 consecutive days; (ii) 360 days in the aggregate over a period of two consecutive calendar years, or (iii) a period otherwise agreed to by VDOT and the Company under the Comprehensive Agreement; provided, that such force majeure event will not become a Significant Force Majeure Event by reason of a Company’s failure to mitigate or cure the result of such force majeure event through the exercise of reasonably diligent efforts.

“Significant Force Majeure Termination Amount” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS–The Comprehensive Agreement –Termination Rights –Termination for Significant Force Majeure Event.”

“Skanska Group” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Guarantors.”

“Skanska ID” has the meaning given to such term in “THE PROJECT –Project Participants –Skanska Infrastructure Development, Inc.”

“Skanska ID ERC Holdings” has the meaning given to such term in “THE PROJECT –Project Participants –The Company.”

“Skanska, Inc.” has the meaning given to such term in “THE PROJECT –Statutory Authorization.”

“Skanska USA Civil” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Contractor and the Design Team –Skanska USA Civil Southeast, Inc.”

“Skanska USA Civil Southeast” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Contractor and the Design Team –Skanska USA Civil Southeast, Inc.”

“SIFMA-Based Term Rate Mode” means each period of time during which “SIFMA-Based Term Rates” are in effect in accordance with the terms of the Indenture.

“SKW Constructors” has the meaning given to such term in “THE PROJECT –Project Participants –Design Build Contractor and the Design Team.”

A-25 .

“Special Record Date” means the date fixed by the Trustee to pay defaulted interest whenever monies become available for payment of such defaulted interest.

“Sponsor Cash Collateral Accounts” means an Equity Participant’s Base Cash Collateral Accounts and Contingent Cash Collateral Accounts (if any) both individually and together, as the case may be.

“Standard of Care” means the performance of the DB Work, or the Tolling Services, as applicable, in accordance with prudent industry practices, methods, techniques and standards, and using the degree of care, skill and diligence, that would be expected to be exercised by a prudent, skilled and experienced contractor engaged in the same types of undertakings as the Project under the same or similar circumstances and conditions as those applying to the design, development and construction of the Project, or the operation and maintenance of the tolling system, as applicable, all applicable laws, all applicable governmental approvals, all applicable standards, the requirements of the Comprehensive Agreement, the technical requirements, terms of insurance policies and the other requirements specified or referred to herein or in other DB Contract Documents or TC Contract Documents, as applicable.

“State Highway” means any highway designated a State Highway pursuant to Title 33.1, Chapter 1, Sections 25, 48 and 67, Code of Virginia.

“State Indemnitee” means the Commonwealth of Virginia, the Commonwealth Transportation Board, VDOT or any other agency, instrumentality or political subdivision of the Commonwealth of Virginia.

“Steering Committee” means the executive-level committee established by the Company and VDOT to provide executive-level business guidance on issues relating to the Project.

“Subordinated Debt and Equity Sub-Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Account –Subordinated Debt and Equity Sub-Account.”

“Substantial Completion” means the satisfaction of the criteria for completion of the design-build work for the applicable Project Asset as set forth in the Comprehensive Agreement, and described in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Substantial Completion”, as and when confirmed by VDOT’s issuance of the applicable Substantial Completion certificate.

“Substantial Completion Date” means the date on which Substantial Completion is achieved for the applicable Project Asset, as indicated in the certificate of Substantial Completion issued by VDOT in accordance with the Comprehensive Agreement.

“Substantial Completion of the New Project Assets Date” means the later to occur of the date of the Substantial Completion of the New MLK Extension and the date of the Substantial Completion of the New Midtown Tunnel.

“SWaM” means Small, Women- and Minority-Owned Business Enterprise.

“Tax Certificate” means the Issuer’s Tax Certificate delivered on the Financial Close Date.

“TC Contract Documents” means, collectively, the Tolling Contract, the Comprehensive Agreement, the Interface Agreement, the Tolling Contractor’s direct agreement with the lenders, the design documentation and scope change orders under the Tolling Contract and all plans and manuals which the Tolling Contractor is required to prepare and/or comply with under the Tolling Contract.

“TC Defect” means a deterioration in the condition or performance of the tolling system whether by design, construction, installation, damage or wear, affecting the condition, use, functionality or operation of the tolling system, which would cause or have the potential to cause one or more of the following: (a) a hazard, nuisance

A-26 .

or other risk to public or worker health or safety, including the health and safety of road users; (b) a structural deterioration of the affected tolling system or any other part thereof; (c) damage to a third party’s property or equipment; (d) damage to the environment; or (e) failure of the affected tolling system to meet a specified performance requirement.

“TC Final Completion” means when all Project Assets have achieved final acceptance under the Tolling Contract.

“TC Work” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS—Tolling Contract—Scope of Work.”

“TC Work Contract Sum” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS—Tolling Contract—Compensation.”

“Technical Requirements” means, with respect to the Design Build Contract, the Technical Requirements included as Exhibit C thereto and, with respect to the Tolling Contract, the Technical Requirements included as Exhibit C thereto; in each case, as the same may be revised in accordance with the Comprehensive Agreement.

“Termination Compensation Payment Date” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Payment – Payment of Termination Compensation by VDOT.”

“TIFIA” has the meaning given to such term in “THE PROJECT –Project Participants –U.S. Department of Transportation and TIFIA.”

“TIFIA Additional Permitted Indebtedness” has the meaning given to such term in “FINANCING FOR THE PROJECT – TIFIA Loan – TIFIA Additional Permitted Indebtedness.”

“TIFIA Debt Service” means, for any period, the sum (without duplication) of the TIFIA Mandatory Debt Service and TIFIA Scheduled Debt Service for such period (in each case whether or not any of such amounts were actually paid for such period and whether or not, in the case of TIFIA Scheduled Debt Service, such amount was actually required to be paid for such period under the provisions of the TIFIA Loan Agreement.

“TIFIA Lender” has the meaning given to such term in “THE PROJECT –Project Participants –U.S. Department of Transportation and TIFIA.”

“TIFIA Loan” has the meaning given to such term in “FINANCING FOR THE PROJECT –TIFIA Loan.”

“TIFIA Loan Agreement” has the meaning given to such term in “FINANCING FOR THE PROJECT –TIFIA Loan.”

“TIFIA Loan Life Coverage Ratio” means, as of each applicable Calculation Date, the ratio of (a) (i) the present value of all projected Net Cash Flow for each Calculation Date from and including such Calculation Date to the Final Maturity Date in each case discounted at the Weighted Average Interest Cost, using the most recently updated Base Case Financial Model, adjusted to take into account (A) actual results and updated revenue and traffic projections and (B) additional projected Net Cash Flow and Senior Debt Service in connection with Senior Obligations and debt service in connection with Permitted Second Lien Obligations, if any; plus (ii) any balances credited to the Debt Service Reserve Account held by the Collateral Agent as of such Calculation Date (after giving effect to the disbursements from such Account scheduled on such Calculation Date), to (b) the aggregate outstanding principal amount of all Senior Obligations, any Permitted Second Lien Obligations and the TIFIA Loan on such Calculation Date minus the present value of Senior Debt Service on any Senior Obligations and debt service on any Permitted Second Lien Obligations due and payable on each Calculation Date following the Final Maturity Date through the final maturity of such Senior Obligations and Permitted Second Lien Obligations discounted to the Final Maturity Date at the true interest cost of such Senior Obligations and Permitted Second Lien Obligations.

A-27 .

“TIFIA Mandatory Debt Service” means that portion of the TIFIA Loan which is unconditionally required to be paid in accordance with, and pursuant to, the terms of the TIFIA Loan Agreement.

“TIFIA Payment Date” means each January 1 and July 1 or if such day is not a business day, then the business day succeeding such January 1 or July 1, commencing with the Debt Service Payment Commencement Date.

“TIFIA Project Life Coverage Ratio” means, as of each applicable Calculation Date, and for each forecast Calculation Date, the ratio of (a) (i) the present value of all projected Net Cash Flow for each Calculation Date from such Calculation Date to the scheduled termination of the Comprehensive Agreement in each case discounted at the Weighted Average Interest Cost, using the most recently updated Base Case Financial Model, adjusted to take into account (A) actual results and updated revenue and traffic projections and (B) additional projected Net Cash Flow and Senior Debt Service in connection with Senior Obligations and debt service in connection with Permitted Second Lien Obligations, if any; plus (ii) any balances credited to the Debt Service Reserve Account held by the Collateral Agent as of such Calculation Date (after giving effect to the disbursements from such Account scheduled on such Calculation Date), to (b) the aggregate outstanding principal amount of the Senior Obligations, any Permitted Second Lien Obligations and the TIFIA Loan on such Calculation Date.

“TIFIA Note” means the promissory note delivered by the Company to the TIFIA Lender, substantially in the form attached to the TIFIA Loan Agreement.

“TIFIA Obligations” has the meaning given to such term in “SECURITY –Intercreditor Terms among the Secured Creditors-General.”

“TIFIA Restricted Payment Conditions” means each of the following conditions:

(i) all transfers and distributions required to be made pursuant to clauses first through sixteenth of “PROJECT ACCOUNT AND FLOW OF FUNDS -- Flow of Funds After Substantial Completion of the New Project Assets Date – Revenue Account” on or prior to such Calculation Date will have been satisfied in full;

(ii) no default or event of default under the Collateral Agency Agreement has occurred and is continuing, or would occur as a direct result of the proposed transfer of funds to the Distribution Account;

(iii) the Debt Service Reserve Account and the Major Maintenance Reserve Account has been funded (in cash, Permitted Investments and, to the extent permitted, Acceptable Letters of Credit) in an amount equal to the Debt Service Reserve Required Balance and the Major Maintenance Reserve Required Balance, respectively;

(iv) the Company has provided a written certification in substantially in the applicable form attached to the Collateral Agency Agreement that (i) for the immediately preceding Calculation Period (or, if prior to the first anniversary of the Substantial Completion of the New Project Assets Date, for any shorter period from the Substantial Completion of the New Project Assets Date annualized for a twelve-month period) the Total Debt Service Coverage Ratio as of the last date of such Calculation Period (or end of such shorter period) was not less than 1.30 to 1.00, and (ii) for the immediately succeeding 12 month period, the Total Debt Service Coverage Ratio is projected to be not less than 1.30 to 1.00;

(v) VDOT has not exercised its right to terminate the Comprehensive Agreement pursuant to Section 20.05 of the Comprehensive Agreement in respect of a Concessionaire Default (as defined in the Comprehensive Agreement) or VDOT has rescinded any such notice of termination previously issued;

(vi) the Debt Service Payment Commencement Date has occurred;

(vii) the payment of all TIFIA Mandatory Debt Service, TIFIA Scheduled Debt Service, TIFIA Revenue Sharing Amounts, TIFIA Sinking Fund Amounts are current, and certain amounts required under the TIFIA Loan Agreement has been made or, in each case, a deposit therefor has been made to the TIFIA Payment Account or the TIFIA Sinking Fund Account, as applicable;

A-28 .

(viii) the Senior Debt Service Coverage Ratio was equal to at least 1.45 for the preceding 12 month period; and

(ix) the TIFIA Loan Life Coverage Ratio, for each Calculation Date, is at least 1.30.

“TIFIA Revenue Sharing Amount” has the meaning given to such term in “FINANCING FOR THE PROJECT-TIFIA Loan-TIFIA Revenue Sharing”

“TIFIA Scheduled Debt Service” means, with respect to any TIFIA Payment Date occurring on or after the Debt Service Payment Commencement Date, the total debt service to be made on such TIFIA Payment Date in respect to the TIFIA Loan.

“TIFIA Sinking Fund Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –TIFIA Sinking Fund Account.”

“TIFIA Sub-Account” means the Project Account described in “PROJECT ACCOUNTS AND FLOW OF FUNDS –Project Accounts –Description of Project Accounts –Construction Account –TIFIA Sub-Account.”

“Tolling and O&M Work Commencement Date” means the applicable date on which the right to toll, and the obligation to operate and maintain, commences for each of the Project Assets.

“Tolling and O&M Work Notice to Proceed” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance – Tolling and O&M Work Notice to Proceed.”

“Tolling Contract” means the Tolling Contract, dated as of December 5, 2011, between the Company and the Tolling Contractor, as it may be amended or supplemented.

“Tolling Contractor” has the meaning given to such term in “THE PROJECT –Tolling on the Project –All-Electronic Tolling.”

“Tolling Contractor Party” means the Tolling Contractor and any Affiliate and any agents, Representatives, officers, directors, employees, subcontractors, suppliers and materialmen of the Tolling Contractor or any Affiliate.

“Tolling Deferral Damages” has the meaning given to such term in “SUMMARY–Potential Additional VDOT Funding.”

“Tolling Guarantor” has the meaning given to such term in “THE PROJECT –Project Participants –Tolling Guarantor.”

“Tolling O&M Fee” is defined in “APPENDIX C–Compensation for Tolling O&M Services–Tolling O&M Fee.

“Tolling O&M Period” has the meaning given to such term in “THE PROJECT –Tolling on the Project –Tolling Operations.”

“Tolling O&M Services” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS—Tolling Contract—Scope of Work.”

“Tolling Services” has the meaning given to such term in “THE PRINCIPAL PROJECT AGREEMENTS—Tolling Contract—Scope of Work.”

A-29 .

“Tolling Strategy and Marketing Plan” is defined in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Operation and Maintenance – Tolling and O&M Work Notice to Proceed.”

“Total Debt Service Coverage Ratio” means, as of each applicable Calculation Date, the ratio of (a) annual Net Cash Flow to (b) annual Senior Debt Service plus annual debt service with respect to Permitted Second Lien Obligations plus annual TIFIA Debt Service for each Calculation Date from and including such Calculation Date to the Final Maturity Date; provided that for purposes of such calculation during the period from the Financial Close Date and prior to the Debt Service Payment Commencement Date, the TIFIA Debt Service shall be deemed to be zero.

“Traffic Advisors” means, collectively, the Independent T&R Advisor and SDG.

“Traffic Auditor” means Arup USA, Inc. or such other firm of traffic consultants as the Senior Creditors (or an agent or trustee on their behalf) and the TIFIA Lender may approve.

“Transfer” means to sell, convey, assign, sublease, mortgage, encumber, transfer or otherwise dispose of.

“Transition Plan” is defined in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Termination – Termination upon Expiration of Term.”

“TR Dispute” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Dispute Resolution.”

“TR Dispute Panel” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Dispute Resolution.”

“Trust Estate” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –Limited Obligations.”

“Trustee” has the meaning given to such term in “DESCRIPTION OF THE SERIES 2012 BONDS –General.”

“Trusts” has the meaning given to such term in “THE PROJECT –Project Participants –Macquarie Group Limited –MMIT.”

“Turnover Plan” means the plan developed by the Company under the Comprehensive Agreement pursuant to the technical requirement that describes the process by which the Company will, under the Comprehensive Agreement, take over operations and maintenance responsibilities from VDOT for the Existing Project Assets on the Tolling and O&M Work Commencement Date for such Existing Project Assets.

“UCC” means the Uniform Commercial Code, as in effect from time to time in the applicable state.

“Unassigned Issuer’s Rights” means the rights of the Issuer, pursuant to the Senior Loan Agreement, to receive certain fees and payments, to be held harmless and indemnified by the Company in certain circumstances, to be reimbursed for attorneys’ fees and expenses and to give or withhold consent to amendments, changes, modifications, alterations and termination of the Senior Loan Agreement and its right to enforce such rights.

“Underwriters” has the meaning given to such term in “UNDERWRITING.”

“Updated Base Case Financial Model” has the meaning given to such term in “SECURITY—Additional Permitted Indebtedness Permitted Under the Senior Loan Agreement”.

A-30 .

“Value Pricing Pilot Program” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Use and Tolling of the Project – Compliance with Value Pricing Pilot Program.”

“VDOT” has the meaning given to such term in “INTRODUCTION.”

“VDOT-Caused Delay” means, with respect to the Comprehensive Agreement, the Design Build Contract and the Tolling Contract, as applicable:

(a) a delay by VDOT in performing any of its obligations pursuant to the Comprehensive Agreement; or

(b) performance of work by VDOT or its contractors (other than Company) within the Project Right of Way that delays the Company’s Work, the DB Work or the Tolling Services, as applicable;

provided, however, that a VDOT-Caused Delay specifically excludes a delay attributable to:

(1) the submission of incomplete documentation for VDOT’s review;

(2) required review of governmental approvals from other governmental authorities necessary or appropriate to VDOT’s review;

(3) failure to obtain appropriation and allocation of public funds;

(4) consumption of available float;

(5) submittals or requests that are “deemed approved” if no response is provided within the applicable timeframe; or

(6) force majeure events.

“VDOT Change” means (a) a change to the Work pursuant to a change order or a directive letter issued pursuant to the Comprehensive Agreement except to the extent that such change constitutes a VDOT Project Enhancement and (b) any other event that the Comprehensive Agreement expressly states will be treated as a VDOT Change.

“VDOT Convenience Termination Amount” has the meaning given to such term in “THE PRINCIPAL

PROJECT AGREEMENTS–The Comprehensive Agreement –Termination Rights –Termination for Convenience.” “VDOT Default” has the meaning given to such term in APPENDIX B —“SUMMARY OF CERTAIN

PROVISIONS OF THE COMPREHENSIVE AGREEMENT – Defaults and Remedies – VDOT Defaults.” “VDOT Default Termination Amount” has the meaning given to such term in “THE PRINCIPAL

PROJECT AGREEMENTS–The Comprehensive Agreement –Termination Rights –VDOT Default.” “VDOT Project Enhancement” means any extensions of, additions to, or major modifications of the

Project within the Project Right of Way undertaken by VDOT pursuant to the terms and conditions of the Comprehensive Agreement, except as part of maintenance, repair, reconstruction, rehabilitation, restoration or replacement of any improvements and assets.

“Warranty Period” is defined in APPENDIX B —“SUMMARY OF CERTAIN PROVISIONS OF THE

COMPREHENSIVE AGREEMENT – Design and Construction of the Project – Warranties.” “Weekly Mode” means each period of time during which “Weekly Rates” are in effect in accordance with

the terms of the Indenture.

A-31 .

“Weeks Marine” has the meaning given to such term in “THE PROJECT –Project Participants –The Design Build Contractor and the Design Team –Weeks Marine Inc.”

“Weighted Average Interest Cost” means, for each Calculation Date prior to the Final Maturity Date, a

rate calculated as follows: the sum of (a) the applicable true interest cost(s) for the Senior Obligations multiplied by the ratio of (i) the current Senior Obligations principal amount then outstanding to (ii) the aggregate principal amount of each of the Senior Obligations and the TIFIA Loan as of the Calculation Date; and (b) the interest rate on the TIFIA Loan multiplied by the ratio of (i) the current Outstanding TIFIA Loan Balance to (ii) the aggregate principal amount of each of the Senior Obligations and the TIFIA Loan as of the Calculation Date.

“Work” means collectively, the finance, development, planning, design, construction, rehabilitation,

operations, repair and maintenance and any other services identified in the Comprehensive Agreement to be performed by the Company, including any Early Work performed prior to the Agreement Date.

B-1 .

Appendix B

SUMMARY OF CERTAIN PROVISIONS OF THE COMPREHENSIVE AGREEMENT

The following is a summary of selected provisions of the Comprehensive Agreement and is not a full statement of the terms of such agreement. Accordingly, the following summary is qualified in its entirety by reference to such agreement and is subject to the full text of such agreement. A copy of such agreement is available, free of charge, upon request from the Company or the Trustee. Unless otherwise stated, any reference in this Official Statement to any agreement shall mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date hereof.

Term

Pursuant to the PPTA and subject to the terms and conditions of Comprehensive Agreement, VDOT has granted to the Company the exclusive right (i) to finance, develop, design, construct, manage, operate and maintain the Project and (ii) to establish, impose, charge, collect, use and enforce payment of tolls and related charges. The term of the Comprehensive Agreement commenced on the Agreement Date and will remain in effect until 58 years after the Financial Close Date, subject to early termination in accordance with the Comprehensive Agreement, and subject to extensions of the term in connection with the occurrence of certain Delay Events. The Company will be entitled to the quiet possession and enjoyment of the Project and the Project Right of Way during the term, subject to the exercise by VDOT of its rights under certain Project agreements.

Project Assets

The Project is divided into four major components called “Project Assets”: (i) the Existing Downtown Tunnels, (ii) the Existing Midtown Tunnel, (iii) the New Midtown Tunnel and (iv) the New MLK Extension. The Existing Downtown Tunnels and the Existing Midtown Tunnel are collectively referred to as the “Existing Project Assets,” while the New Midtown Tunnel and the New MLK Extension are referred to collectively as the “New Project Assets.” Tolling of the Existing Project Assets is expected to commence in September 2012 after these assets are rehabilitated, while tolling of the New Project Assets is expected to commence after each is constructed, in each case, in accordance with the Comprehensive Agreement.

Use and Tolling of the Project

Tolling Generally

From and after the Tolling and O&M Work Commencement Date for each Project Asset and continuing during the term, the Company will have the exclusive right to impose, charge, collect, use and enforce the collection and payment of the toll revenues, in accordance with the terms of the Comprehensive Agreement, and, subject to the terms of the Electronic Toll Collection Agreement, will have the exclusive right, title, entitlement and interest in and to the toll revenues for each Project Asset. The Company may charge, debit and collect tolls through permissible open road tolling facilities or use remote sensing or other technologies (including global positioning system technology) which must be interoperable with E-ZPass (or any successor to E-ZPass) to charge, debit and collect tolls. Vehicles will be entitled to use the Project Assets subject to payment of applicable tolls, except that certain vehicles will be exempt from tolling in accordance with the Code of Virginia.

Under the Comprehensive Agreement, the Company is required to operate an electronic tolling collections system that is interoperable with the VDOT E-ZPass network and any successor to E-ZPass utilized on Virginia highways from and after the Tolling and O&M Work Commencement Date for each Project Asset and through the end of the term.

During the operating period for each of the Project Assets, the Company is responsible, at its sole cost and expense, for the operation of each of the Project Assets and the electronic toll and management system and the collection and enforcement of tolls and other incidental charges in accordance with the terms of the Comprehensive Agreement. The Company is also responsible for all toll transaction account management services but will enter

B-2 .

into the Electronic Toll Collection Agreement with VDOT for the provision of certain toll transaction account management services whereby VDOT will perform back-office, customer service and related activities for the Project in relation to transactions processed through the E-ZPass network (and any successor to E-ZPass utilized on State Highways at that time). See “THE PRINCIPAL PROJECT AGREEMENTS—The Electronic Toll Collection Agreement” for further details on the Electronic Toll Collection Agreement.

Toll Violations Enforcement

The Company will have all rights available to it under applicable law to enforce toll violations and will bear the risk of enforcement and collection of tolls and related charges (including user fees, civil penalties and administrative fees). VDOT has implemented and maintains a processing system for the enforcement of penalties for toll violations in Virginia for electronic toll collection systems on State Highways, and the Company may choose to enter into an agreement with VDOT to obtain the benefits of such enforcement system. VDOT will make available to the Company the benefits of any agreements or arrangements that VDOT has in place with other state authorities or agencies that provide access to records in their possession relating to vehicle and vehicle owner data, and will coordinate with the Virginia state police in accordance with the Comprehensive Agreement with respect to the provision of policing services, emergency services, traffic patrol and traffic law enforcement services on the Project.

Toll Rates

User Classifications. Pursuant to the Comprehensive Agreement, the Company has the right to charge toll rates for different user classifications based on vehicle classes (light vehicles/heavy vehicles), time periods within a day (peak period/non-peak period), the applicable Project Asset, transaction type (transponder/non-transponder) and, with respect to the New MLK Extension, whether the vehicles are traveling through the New MLK Extension and any of the Existing Midtown Tunnel, New Midtown Tunnel or Existing Downtown Tunnels within a 30-minute period.

Maximum Transponder Toll Rates. Subject to the terms of the Comprehensive Agreement (including any adjustments to the toll rates mutually agreed to by VDOT and the Company in relation to certain circumstances set forth in the Comprehensive Agreement), with respect to each user classification for a particular year, the maximum transponder toll rate applicable at any point during the term will be calculated in accordance with a formula set forth in the Comprehensive Agreement, which calculation is based on (i) the maximum base toll rate set forth in the Comprehensive Agreement for tolled vehicles with transponders of the applicable user classification in un-inflated U.S. dollars and (ii) a cumulative escalation index for a particular year which is calculated on the Substantial Completion Date of the New Midtown Tunnel, and each year beginning after the first anniversary of the Completion Date of the New Midtown Tunnel, and is based on (A) the applicable escalation factor for such year, which will be the greater of 3.50% and the percentage change in CPI during the prior 12 month period and (B) the cumulative escalation index applicable in the prior year. However, during the period from the Tolling and O&M Work Commencement Date up to, but not including, the Substantial Completion Date, the maximum transponder toll rates will be the tolls set forth in the Comprehensive Agreement for this period and described below.

Maximum Non-Transponder Toll Rates. Subject to the terms of the Comprehensive Agreement (including any adjustments to the toll rates mutually agreed to by VDOT and the Company in relation to certain circumstances set forth in the Comprehensive Agreement), with respect to each user classification for a particular year, the Company will have the right to impose, charge, collect and enforce a surcharge for tolled vehicles without a transponder. With respect to each user classification for a particular year, the maximum non-transponder toll rate applicable at any point during the term will be calculated in accordance with a formula set forth in the Comprehensive Agreement, which is similar to the calculation with respect to the maximum transponder toll rates described above, but also takes into account (i) the maximum surcharge for tolled vehicles without transponders set forth in the Comprehensive Agreement for the applicable user classification and (ii) the application of a cumulative escalation index to such surcharge for the particular year in the manner described above with respect to the maximum transponder toll rates.

B-3 .

Initial Toll Rates. For the period from the Tolling and O&M Work Commencement Date up to, but not including, the Substantial Completion Date, the maximum toll rates will be the tolls described for this period in the Comprehensive Agreement. Such initial maximum toll rates for tolled vehicles with transponders are (i) with respect to the Existing Midtown Tunnel, the Existing Downtown Tunnels and the New Midtown Tunnel, (A) $1.59 off-peak and $1.84 peak for light vehicles and (B) $4.77 off-peak and $7.36 peak for heavy vehicles and (ii) with respect to the New MLK Extension and (A) light vehicles, $1.00 for non-tunnel users and $0.50 for tunnel users during both peak and off-peak periods and (B) heavy vehicles, $3.00 for non-tunnel users and $1.50 for tunnel users during both peak and off-peak periods. Such initial maximum toll rates for tolled vehicles without transponders are equal to (x) the initial maximum toll rates applicable to tolled vehicles with transponders, plus (y) the maximum surcharge applicable to tolled vehicles without transponders during such period, which maximum surcharge is equal to (A) in the case of the Existing Midtown Tunnel, the Existing Downtown Tunnels and the New Midtown Tunnel, $3.18 for light and heavy vehicles during both peak and off-peak periods and (B) in the case of the New MLK Extension, (I) $2.00 for light and heavy non-tunnel users during both peak and off-peak periods and (II) $0.00 for light and heavy tunnel users during both peak and off-peak periods.

Toll Rate Adjustments Generally. Subject to the terms of the Comprehensive Agreement, the Company will have the right to change toll rates for each user classification at any time so long as (i) the toll rates charged do not exceed the applicable maximum transponder toll rate and maximum non-transponder toll rate for each user classification and (ii) the toll rates charged are rounded up to the next greatest hundredth of a dollar denomination ($0.01). The Company may, subject to certain conditions, adopt and implement discount programs and any other promotional incentives agreed upon in writing with VDOT in advance of the implementation of such programs or incentives for different classes or groups of Project users.

The Company must provide to VDOT at least 60 days prior notice of any planned toll rate adjustment (other than in connection with any temporary promotions, incentives or other discounts agreed to by the parties). Additionally, the Company must provide to the general public at least 45 days prior notice of any planned toll rate adjustments. If the Company desires to change, add to or delete any of the user classifications, the Company will apply to VDOT for permission to implement such change at least 75 days prior to the proposed effective date of such change. Such application must include the information specified in the Comprehensive Agreement. The Company’s application will be deemed granted without conditions unless within 30 days after receipt of a completed application VDOT advises the Company in writing that it has granted the Company’s application with conditions or denied the Company’s application. VDOT may deny an application or impose conditions in its reasonable discretion, including conditioning approval on adjustment of compensation for VDOT pursuant to the Comprehensive Agreement.

Emergency Suspension of Tolls

VDOT may, in its sole discretion, suspend tolling in the event any of the Project Assets are designated (i) as an emergency mass evacuation route based on a declared emergency, so long as VDOT concurrently suspends tolling on other tolling roadways operated by or on behalf of VDOT within the evacuation route that are being used as emergency mass evacuation routes; or (ii) as the alternate route for the diversion of traffic from another State Highway temporarily closed to all lanes in one or both directions due to a declared emergency or a significant incident involving one or more casualties requiring hospitalization or treatment by a medical professional or one or more fatalities on the affected State Highway from which such traffic is diverted. Suspension of tolls resulting from the circumstances described in clause (ii) must be limited to the lanes in the direction of the diversion. VDOT will have no liability to the Company for any loss of toll revenues or any increased costs or expenses attributable to any such suspension, unless, in the event of suspension of tolling resulting from designation of any Project Asset as an emergency mass evacuation route, VDOT fails to lift the suspension order on the applicable Project Asset concurrently with the lifting of suspension over other tolled roadways operated by or on behalf of VDOT within the evacuation route.

Use of Gross Revenues

The Company is required to use gross revenues from the Project first to pay all due and payable operations and maintenance costs, specifically including all amounts due to VDOT pursuant to the Comprehensive Agreement (which amounts will be paid on a pari passu basis with all other operations and maintenance costs), before they it

B-4 .

may use and apply gross revenues for any other purpose. The Company is not permitted to use gross revenues to make any distributions to the Equity Participants or to pay amounts due under certain affiliate contracts that have not been approved by VDOT unless the Company first pays the following: (i) any undisputed amounts due to VDOT pursuant to the terms of the Comprehensive Agreement; (ii) current and delinquent operating and maintenance costs (including certain payments to affiliates made in accordance with certain affiliate contracts); (iii) current and delinquent debt service and other current and delinquent amounts, due under any Company debt; (iv) all taxes affecting the Project that are currently due and payable or delinquent; (v) all current and delinquent deposits to any Major Maintenance Reserve Fund, the handback reserve fund and any other reserve contemplated by the Comprehensive Agreement; and (vi) all current and delinquent costs and expenses for major maintenance. The Company is obligated to maintain a cash reserve for any disputed amounts due to VDOT under the Comprehensive Agreement as a condition precedent to making any distribution to the Equity Participants or any payment to an affiliate. The Company may not use gross revenues to pay any debt, obligation or liability unrelated to the Comprehensive Agreement, the Project or the Company’s services pursuant to the Comprehensive Agreement.

Revenue Risk Related to Traffic Volume

Except for its specific obligations to the Company under the terms and conditions of the Comprehensive Agreement, VDOT will not have any risk or liability related to actual traffic volume and revenue, including but not limited to the risk that actual traffic volume is less than the traffic volume projected in the base case financial model.

Permit Fee

The Company will pay a permit fee based on Assigned Gross Revenues to VDOT in accordance with the Comprehensive Agreement (the “Permit Fee”), which Permit Fee is determined, in part, on the Company's Cumulative Gross Revenues, which are the total amount of gross revenues from the Tolling and O&M Work Commencement Date of the New Midtown Tunnel up to the end of the most recent calendar year. The Company will calculate the Permit Fee following the end of each calendar year, commencing at the end of the calendar year in which the Company has begun tolling and operating the New Midtown Tunnel, and continuing for each calendar year until the end of the concession term. Generally, such Permit Fee is payable to VDOT in any given year to the extent the Cumulative Gross Revenues of the Company exceed a certain threshold amount set forth in the Comprehensive Agreement with respect to the given year (and referred to as the ceiling of band 1), which, for example, in Year 1 is equal to $108,488,000 and in Year 10 is equal to $1,381,889,000.

The Permit Fee following the end of each calendar year is equal to the sum of (calculated based on the five

bands for each applicable year and corresponding permit fee percentages (each, as applicable, a “Revenue Payment Percentage”)) the amount of Cumulative Gross Revenues above each of the applicable band floors and up to each of the applicable band ceilings (except with respect to the fifth band, which has no ceiling) set forth in the Comprehensive Agreement with respect to each year, multiplied by the applicable Revenue Payment Percentage for the applicable band, less (i) any amounts paid to VDOT in previous calendar years and (ii) any deferred amounts available in the Assigned Gross Revenue Sharing Account. The Revenue Payment Percentages set forth in the Comprehensive Agreement are 0% for band 1, 5% for band 2, 15% for band 3, 30% for band 4 and 60% for band 5.

If the above calculation results in Assigned Gross Revenues greater than zero, the Company shall submit to

the Collateral Agent a deposit for such amount into the Assigned Gross Revenue Sharing Account not later than 120 days following the end of the applicable calendar year. Within such time period, the Collateral Agent shall release to VDOT the balance of the Assigned Gross Revenue Sharing Account, unless the Company has elected to defer releasing such balance in accordance with the Comprehensive Agreement.

The Company has the option to defer releasing the balance of the Assigned Gross Revenue Sharing

Account owed to VDOT until the date of payment of the first equity distribution, unless the Comprehensive Agreement is terminated for any reason, in which case the Collateral Agent must release to VDOT any such deferred amounts (plus interest thereon) on the effective date of termination. Similarly, at the end of the concession term, the balance of the Assigned Gross Revenue Sharing Account shall be released to VDOT as of the effective date of termination. In the event any calculation of the Permit Fee up to the end of any such deferral period results in Assigned Gross Revenues less than zero, there will be a release from the Assigned Gross Revenue Sharing Account to the appropriate Project Account of the balance as may be permitted pursuant to the Project financing agreements

B-5 .

and subject to availability of such funds in such account. Any excess amount that was not released to the Company due to unavailability of such funds in such account will be a credit to be applied to the Permit Fee owed by the Company to VDOT in future years.

VDOT may dispute the Company’s calculation of the Permit Fee using the procedures set forth in the

Comprehensive Agreement. The Company’s obligation to pay the Permit Fee will survive expiration of the term. Compliance with Value Pricing Pilot Program

VDOT will maintain and operate the Project in compliance with the Cooperative Agreement entered into with FHWA, dated September 4, 2009 (the “Cooperative Agreement”), and its obligations to FHWA thereunder relating to establishing, maintaining, monitoring and tolling the Project under Section 1012(b) of the Intermodal Surface Transportation Efficiency Act of 1991, as amended by Section 1216(a) of the Transportation Equity Act for the 21st Century, and Section 1604(a) of the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (collectively, “Value Pricing Pilot Program”). The Company is obligated to assist VDOT with respect to VDOT’s auditing and monitoring obligations under the Value Pricing Pilot Program and the Cooperative Agreement by providing access to records and data relating to the Project.

Project Financing

VDOT Funding

On or before the Financial Close Date, VDOT is obligated pursuant to the Comprehensive Agreement to deposit the Public Funds Amount into a trust account with the trustee under the indenture entered into in connection with the issuance of the GARVEE bonds, which Public Funds Amount will be adjusted, upward or downward, based on (i) the movement, if any, in the benchmark interest rates between the Agreement Date and the Financial Close Date, (ii) the change in the TIFIA credit assistance amount between the Agreement Date and the Financial Close Date and (iii) the all-in cost of borrowing of funds to replace a decrease in the Benchmark TIFIA Credit Assistance Amount or a reduction in the all-in cost of borrowing of funds projected to be borrowed in the initial base case financial model, but replaced by funds available as a result of an increase in the Benchmark TIFIA Credit Assistance Amount. The Company and VDOT will adjust the initial base case financial model on the Financial Close Date to reflect the changes (if any) in the benchmark interest rates and the Benchmark TIFIA Credit Assistance Amount. If the amount of TIFIA credit assistance available as of the Financial Close Date is lower than the Benchmark TIFIA Credit Assistance Amount, the Company is required to use commercially reasonable efforts to fund the shortfall amount by raising additional Company debt and Committed Investments pursuant to the initial base case financial model, and to the extent the Company is unable to raise additional Company debt and Committed Investments to fund the entire amount of the shortfall, the Public Funds Amount will be increased to fund such shortfall amount. Any interest earned in the account into which the Public Funds Amount is deposited will be available for disbursement to the Company.

Calculation of Adjustment in Public Funds Amount. VDOT and the Company will use the initial base case financial model, as so adjusted, to calculate the change, positive or negative, in the Public Funds Amount, and will apply such change using the following protocol: (1) adjust the initial base case financial model by updating the benchmark interest rates as of the Financial Close Date and calculating the adjustment to the Public Funds Amount such that the Equity IRR is equal to the Equity IRR in the initial base case financial model; and (2) thereafter, if the amount of TIFIA credit assistance is different compared to the Benchmark TIFIA Credit Assistance Amount, further adjust the initial base case financial model by (A) updating for the amount of Company debt that was expected to be issued if TIFIA credit assistance equal to the Benchmark TIFIA Credit Assistance Amount had been made available and observing the resulting Equity IRR (“Adjusted Initial Equity IRR”) and (B) further updating for the actual amounts of each type of Company debt and Committed Investments issued or committed at Financial Close and calculating the adjustment to the Public Funds Amount such that the Equity IRR is equal to the Adjusted Initial Equity IRR. In no event will a change in the Public Funds Amount result in an adjusted Public Funds Amount that is less than $312,000,000.

Deposit or Return of Additional Amounts. In the event the Public Funds Amount is increased as a result of any such adjustments, VDOT will deposit such additional amounts into the VDOT funding account within 180 days

B-6 .

of the Financial Close Date. In the event the Public Funds Amount is decreased as a result of any such adjustments, the Trustee shall be notified to make available to VDOT such amount from the VDOT funding account within 10 days after the Financial Close Date.

Termination for Excess Interest Rate and TIFIA Credit Assistance Fluctuation. If the adjustment in the benchmark interest rates and adjustment in the amount of TIFIA credit assistance results in the aggregate in an adjusted Public Funds Amount greater than $412,000,000, VDOT will have the right in its sole discretion to terminate the Comprehensive Agreement and the other Project agreements to which it is a party, unless the Company elects to assume the cost and expense of the portion of such adjustment in excess of $412,000,000, in which case VDOT will no longer have the right to terminate the Comprehensive Agreement. If the Company does not elect to assume such cost and expense and VDOT elects to terminate the Comprehensive Agreement, VDOT must provide written notice of termination to the Company, and such termination would be effective immediately upon delivery thereof, and VDOT is required to pay to the Company certain non-financial close termination amounts in accordance with the Comprehensive Agreement.

Disbursement of Public Funds Amount. The Public Funds Amount will be disbursed by VDOT not more frequently than monthly pursuant to a written request that the Company must submit satisfying certain requirements set forth in the Comprehensive Agreement. If VDOT determines that any portion of a disbursement request is not eligible for funding, VDOT may disapprove the funds requested corresponding to such portion of the disbursement request. The disbursement procedures are not applicable to a mobilization payment in the amount of $147,409,000, which is part of the Public Funds Amount. An amount equal to 50% of the mobilization payment will be disbursed by VDOT following issuance by VDOT of a notice to proceed for the design and/or construction of the Project, and the other 50% of the mobilization payment will be disbursed following the beginning of the month following receipt of payment of the first 50% of the mobilization payment, in each case, after submittal of an invoice by the Company and in accordance with the Comprehensive Agreement.

Financing Assignments

Subject to certain limitations, the Company has the right during the term, at its sole cost and expense, to pledge, hypothecate or assign the gross revenues and the Company’s Interest in the Project as security for any debt of the Company (a “Financing Assignment”). A Financing Assignment may only secure debt of the Company the proceeds of which are used exclusively for financing the Project or any Project Enhancements, paying reasonable closing fees and development costs and expenses, making equity distributions (but only from the proceeds of refinancings permitted under the Comprehensive Agreement), and any permitted refinancing of pre-existing debt of the Company. Each Financing Assignment will make VDOT a third-party beneficiary to any provision thereof that creates or protects the rights and priorities of VDOT to receive payments thereunder as provided in the Comprehensive Agreement.

Refinancing

Any refinancing is subject to VDOT’s prior written approval, except that no approval will be required if the Company demonstrates to VDOT that the refinancing will not increase VDOT’s liability upon a termination of the Comprehensive Agreement at any point in the term above the level defined in the most recent base case financial model update other than by the amount of reasonable costs and fees, as applicable, and one of the following applies:

(i) the proceeds of the refinancing will be used exclusively to pay the costs of a Safety Compliance Order, a VDOT Change or a VDOT Project Enhancement;

(ii) the refinancing constitutes a Rescue Refinancing;

(iii) the refinancing constitutes a refinancing which is planned by the Company and reflected in the base case financial model;

(iv) no proceeds of the refinancing will be used to make distributions to equity or to pay non-capital costs and expenses (other than related costs of issuance and reserves);

B-7 .

(v) the refinancing consists only of a change in taxation or a change in accounting treatment; or

(vi) the refinancing consists of the exercise of rights, waivers, consents and similar actions in respect of the financing documents relating to day-to-day administrative and supervisory matters (including amendments to the financing documents, delays in providing information under the financing documents, restrictions imposed by lenders in drawdown of funds, voting by the lenders, a re-set of interest rates pursuant to the terms of the financing documents, any sale of equity interests in the Company and the syndication or grant of participation by a lender of its rights in the financing documents).

The Company agrees to share with VDOT any refinancing gain realized from a refinancing (other than a refinancing which is planned by the Company and reflected in the base case financial model) (the “refinancing gain share”) in accordance with the calculation provided in the Comprehensive Agreement. The refinancing gain share will be a percentage of any refinancing gain, which is derived from the difference between the distributions projected to take place after the refinancing by comparison with the position immediately before refinancing and is calculated according to the provisions of the Comprehensive Agreement. If the refinancing gain is greater than zero, the Company shall pay to VDOT, as a part of the refinancing gain share, an amount equal to 50% of the refinancing gain. VDOT may dispute the Company’s calculation of the refinancing gain share using the procedures set forth in the Comprehensive Agreement. The Company’s obligation to pay the refinancing gain share will survive expiration of the term.

Anticipated refinancing gains will be incorporated into updates to the base case financial model by the Company pursuant to procedures set forth in the Comprehensive Agreement. The base case financial model will also be updated (i) upon submission of notice of a refinancing or (ii) within 60 days after the determination of (A) a Delay Event that extends a design-work work deadline or the term, or (B) Company Damages in connection with a Compensation Event, or (C) after parties agree that any amendments to the Comprehensive Agreement have had or will have a material effect on future costs or gross revenues. If an update based on an event described in clauses (i) and (ii) above changes the Financial Model Formulas, the Company will deliver to VDOT an audit report and opinion of the Financial Model auditor within the timeframes established in the Comprehensive Agreement. The Company will pay the fees and expenses of the Financial Model auditor. Additionally, the base case financial model will be updated annually to reflect only audited historical cash flows for the most recently audited calendar year.

Design and Construction of the Project

The Work

The Company will furnish all design, construction and other services, provide all materials, equipment and labor to perform the Work reasonably inferable from, and in accordance with, the Comprehensive Agreement.

VDOT Oversight and Access

VDOT will have the right at all times during the term to carry out oversight services in order to monitor, review, approve, administer or audit the work, and the Company will fully cooperate with VDOT to facilitate its conduct of such oversight services. VDOT and the FHWA will have unrestricted access at all times to enter upon and inspect any part of the Project and the Project Right of Way, and VDOT will have the right, upon reasonable advance notice to the Company, to inspect and audit financial or other records relating to the Project. If a Company Default has occurred, VDOT may exercise its inspection and audit rights without prior notice. Except as otherwise provided in the Comprehensive Agreement, VDOT will not be compensated for its oversight services.

Suspension of Work

VDOT will have the right and authority, without liability to the Company, to suspend any affected portion of the work by written order to the Company to comply with any court order or judgment, to protect against a risk to the public health, safety or welfare including to workers, other personnel or the general public from unsafe or dangerous conditions, or upon the occurrence of any of the following: (i) a defect in the design or construction work, including in any materials and equipment furnished as part of the construction, and including any work that does not

B-8 .

conform to the requirements of the Comprehensive Agreement, relevant governmental approvals, law or the design documentation; (ii) failure by the Company to comply with any law or any governmental approval; (iii) failure by the Company to provide proof of required insurance coverage or to provide or maintain the required performance security; (iv) failure by the Company to carry out and comply with directive letters issued by VDOT directing the Company to perform Work; and (v) failure by the Company to satisfy any conditions to commencing performance of the applicable portion of the work. VDOT will lift the suspension order promptly after it is permitted to do so by the terms of the court order or judgment, after the dangerous or unsafe condition is rectified, or after the Company fully cures and corrects the applicable breach or failure to perform.

Governmental Approvals

The Company, at its sole cost and expense (except as provided in the Comprehensive Agreement) is responsible for obtaining all governmental approvals necessary for the work. Responsibility for and cost of obtaining governmental approvals necessitated by a VDOT Change or a VDOT Project Enhancement will be as specified in the accompanying change order.

Acquisition of Project Right of Way, Railroad Easements and Lease of Virginia Port Authority Property

The Company will, at its sole cost and expense except with respect to certain exceptions, perform all work related to the acquisition of any real property in the Project Right of Way necessary for the construction of the Project in accordance with the Comprehensive Agreement, the technical requirements and law. Among other things, the Company will submit a Right of Way acquisition plan for VDOT's approval. Subject to certain exceptions set forth in the Comprehensive Agreement with respect to the acquisition of certain railroad easements and in connection with the Virginia Port Authority lease described below, the Company is also responsible, at its own cost and expense, for the acquisition of any property, temporary easements or other property rights outside of the Project Right of Way which may be necessary for any permanent or temporary works. While the Company must use its best efforts to acquire the Project Right of Way by making bona fide efforts to purchase the Project Right of Way from the relevant owners for amounts not to exceed just compensation and to settle claims with landowners amicably, if the Company is unable to reach agreement with landowners within 45 days of its initial offer, VDOT will undertake any necessary condemnation proceedings.

The Company will be responsible for all Right of Way acquisition costs up to 110% of $11,590,894, which is the baseline set forth in the Comprehensive Agreement for the Right of Way acquisition costs (the “ROW Baseline Cost”). VDOT and the Company will each pay 50% of the Right of Way acquisition costs in excess of 110% but less than or equal to 120% of the ROW Baseline Cost and VDOT will pay 100% of the Right of Way acquisition costs in excess of 120% of the ROW Baseline Cost. Similarly, if the Right of Way acquisition costs are less than the ROW Baseline Cost, (i) the Company will retain 100% of the savings equal to or less than 10% of the ROW Baseline Cost, (ii) the Company will pay VDOT 50% of the savings in excess of 10% but less than or equal to 20% of the ROW Baseline Cost and (iii) the Company will pay VDOT 100% of the savings that exceed 20% of the ROW Baseline Cost. Under the Design Build Contract and subject to the terms thereto, the Company has passed down to the Design Build Contractor the obligation to perform all Right of Way acquisition work necessary for construction of the Project, as well as any costs and savings it is obligated to pay or entitled to under the Comprehensive Agreement.

VDOT will obtain, at VDOT’s sole cost and expense, any easements and other property rights necessary for the work located on property owned by CSX Corporation and the Norfolk-Portsmouth Railroad Company, and facilitate the negotiation of a construction agreement between the Company and CSX Corporation and the Norfolk-Portsmouth Railroad Company, respectively.

VDOT and the Company have acknowledged that the Design Build Contractor will be responsible for entering into a lease with the Virginia Port Authority in order to perform certain portions of the work. In the event that the Company or the Design Build Contractor is required to make payments to the Virginia Port Authority pursuant to such lease, VDOT will reimburse the Company for the amount of such lease payments the Company or the Design Build Contractor pays to the Virginia Port Authority pursuant to such lease.

B-9 .

Utility Relocations

The Company will perform all activities and services necessary for the removal, relocation and/or protection in place of any utility facilities necessary to accommodate construction of the Project in accordance with the technical requirements set forth in the Comprehensive Agreement. VDOT will, subject to applicable law, provide to the Company the benefit of any provisions in recorded utility or other easements affecting the Project which require the easement holders to relocate at their expense and VDOT will reasonably assist the Company in obtaining the benefit of all rights VDOT has under any utility easement, permit or other right in real property relating to utility relocations.

Substantial Completion

Substantial Completion of each Project Asset will have been achieved when each of the following conditions (set forth more fully in the Comprehensive Agreement) has been satisfied for the applicable Project Asset:

(i) all lanes of traffic (including ramps, interchanges, overpasses, underpasses and other crossings) set forth in the construction documentation are in their final configuration and available for normal and safe use and operation;

(ii) all major safety features are installed and functional, including, as required, shoulders, guard rails, striping and delineations, concrete traffic barriers, bridge railings, cable safety systems, metal beam guard fences, safety end treatments, terminal anchor sections and crash attenuators;

(iii) all required illumination for normal and safe use and operation is installed and functional in accordance with the technical requirements;

(iv) all required signs and signals for normal and safe use and operation are installed and functional in accordance with the technical requirements;

(v) the need for temporary traffic controls or for lane closures at any time has ceased (except for any then required for routine maintenance, and except for temporary lane closures in accordance with and as permitted by a VDOT-approved traffic management plan solely in order to complete punch list items);

(vi) the Company has completed the toll commissioning process described in the technical requirements, and the components of the ETTM system (other than the traffic management system) are complete, have passed all demonstration testing in accordance with the construction documentation and the technical requirements (other than the integration acceptance test as set forth in the technical requirements), including demonstration of interoperability with the E-ZPass network or any successor to E-ZPass then utilized on State Highways, and are ready for normal operation;

(vii) the traffic management system (if any) and safety features for traffic management system components are installed and functional; and

(viii) the Company has otherwise completed the construction work in accordance with the Comprehensive Agreement, including the technical requirements, and with the construction documentation, such that the Project is in a physical condition that it can be used for normal and safe vehicular travel in all lanes and at all points of entry and exit, subject only to punch list items.

The Company is required to complete the work by specified deadlines. The Company will achieve Substantial Completion for the applicable Project Asset on or before the following deadlines, which are subject to extensions of time arising from certain Delay Events that are set forth in the Comprehensive Agreement:

(i) Existing Downtown Tunnels: the date that is 1,576 days following the Financial Close Date.

B-10 .

(ii) Existing Midtown Tunnel: the date that is 2,219 days following the Financial Close Date.

(iii) New Midtown Tunnel: the date that is 1,716 days following the Financial Close Date.

(iv) New MLK Extension: the date that is 1,715 days following the Financial Close Date.

In the event Substantial Completion is not achieved on a Project Asset by the specified deadline, VDOT is entitled to assess liquidated damages against the Company in the following amounts for each day that Substantial Completion extends beyond the applicable deadline:

(i) Existing Midtown Tunnel: $7,000 per day

(ii) Existing Downtown Tunnels: $7,000 per day

(iii) New Midtown Tunnel: $21,000 per day

(iv) New MLK Extension : $11,500 per day

If VDOT approves the issuance of a Substantial Completion certificate, VDOT will provide with its Substantial Completion certificate a punch list of items to be completed to achieve Final Acceptance of the applicable Project Asset.

Final Acceptance

Final Acceptance of each Project Asset will have been achieved when each of the following conditions (set forth more fully in the Comprehensive Agreement) has been satisfied for the applicable Project Asset:

(i) Substantial Completion has occurred;

(ii) the components of the ETTM system have passed the integration acceptance test as set forth in the technical requirements;

(iii) other than the permitted encumbrances (not including materialmen’s, mechanics’ or other similar liens), the Project is free and clear of all liens, claims, security interests or encumbrances arising out of or in connection with the performance of the work during the construction period;

(iv) all punch list items will have been completed and delivered to the reasonable satisfaction of VDOT;

(v) all Project documentation, including as-built drawings, will have been delivered to VDOT;

(vi) the Company will have paid for all design-build work and other work required to achieve Final Acceptance by third parties that the Company is obligated to pay (other than disputed amounts and amounts that are not yet due and payable);

(vii) the Company will have delivered all required certifications from the engineer of record and architect of record to all necessary governmental authorities and to VDOT; and

(viii) the Company will have made all deliveries of work product to VDOT that are required to be made pursuant to the Comprehensive Agreement.

The Company is required to achieve Final Acceptance for each of the Project Assets by no later than 90 days after the Substantial Completion of the applicable Project Asset, which deadlines are subject to adjustment for Delay Events in accordance with the Comprehensive Agreement.

B-11 .

In the event Final Acceptance is not achieved on a Project Asset by the specified deadline, VDOT is entitled to assess liquidated damages against the Company in the following amounts for each day that Final Acceptance extends beyond the applicable deadline:

(i) Existing Midtown Tunnel: $3,000 per day

(ii) Existing Downtown Tunnels: $3,000 per day

(iii) New Midtown Tunnel: $8,500 per day

(iv) New MLK Extension : $5,000 per day

Warranties

Under the Comprehensive Agreement, the Company is required to have the Design Build Contractor warrant that (A) the design-build work is complete and conforms to good industry practice and (B) the design-build work, including all materials and equipment furnished as part thereof, is new unless otherwise specified in the technical requirements or elsewhere in the Comprehensive Agreement, of good quality, free of defects in materials and workmanship. These warranties, which will survive termination of the Comprehensive Agreement for work that was in place prior to termination, are required to be exclusive and in lieu of all other warranties by contract. No implied or statutory warranties will apply. Subject to the terms of the Comprehensive Agreement, the foregoing warranties for work relating to any Project Asset need to be effective for a period of one year beginning on the date on which the applicable Project Asset achieves Substantial Completion (the “Warranty Period”). Under the Design Build Contract, the Design Build Contractor has provided the required warranties. See APPENDIX D –”SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT – Warranties.”

Non-Conforming Work

In the event of the occurrence of a defect in the design or construction work, including in any materials and equipment furnished as part of the construction, and including any non-conforming work, VDOT is entitled under the Comprehensive Agreement, in addition to any other remedies:

(i) to demand that the Company rectify such defect at its sole expense and VDOT will be permitted to draw on the performance security provided by the Company or any contractor liable for such work, to the extent of the cost of any work performed by the Company;

(ii) to suspend any affected portion of the work of design and construction;

(iii) subject to certain conditions set forth in the Comprehensive Agreement, to rectify such defects itself and to obtain reimbursement of its allocable costs from the Company or, where the contractor providing such performance security is liable for such work, from a draw on any performance security furnished pursuant to the Comprehensive Agreement; or

(iv) to seek performance or reimbursement pursuant to any applicable guaranty.

The Company will have the right to dispute VDOT’s determination that the design or construction work constitutes non-conforming work by written notice to VDOT. Unless directed otherwise by VDOT after receipt of such notice, the Company will carry out the work required by VDOT. If it is determined in accordance with the dispute resolution procedures of the Comprehensive Agreement that the work conformed to the technical requirements, then the additional work required by VDOT will be treated as a VDOT Change pursuant to the Comprehensive Agreement.

B-12 .

Financial Responsibility for Rehabilitation Work

Except for Compensation Events and as provided in the Comprehensive Agreement, under the Comprehensive Agreement the Company has full financial responsibility for the rehabilitation work to be performed on the Existing Project Assets as identified in the rehabilitation plan.

Except as provided in the Comprehensive Agreement, to the extent the Company is required to perform rehabilitation work on the Existing Project Assets that materially differs from the rehabilitation work identified in the rehabilitation plan for Existing Project Assets (“Excess Rehabilitation Work”), the Company will be entitled to seek a VDOT Change with respect to the Excess Rehabilitation Work and, subject to compliance with all notice and claims submissions requirements set forth in the Comprehensive Agreement, VDOT will issue a VDOT Change. However, the Company will be solely responsible for the net cost impact for performing Excess Rehabilitation Work up to $5 million in the aggregate and VDOT will be solely responsible for the net cost impact for performing Excess Rehabilitation Work in excess of $5 million but less than or equal to $20 million. If the net cost impact for performing the Excess Rehabilitation Work is in excess of $20 million (the “Excess Rehabilitation Work Outer Band”), VDOT and the Company will comply with the provisions set forth in the Comprehensive Agreement with respect to, among other things, potential securing of funding for Excess Rehabilitation Work in excess of the Excess Rehabilitation Work Outer Band but the Company will in any event be entitled to a VDOT Change for such excess subject to its compliance with all notice and claims submission requirements set forth in the Comprehensive Agreement.

Delay Events

Subject to applicable notice requirements and certain other requirements set forth in the Comprehensive Agreement, a Delay Event will excuse the Company from whatever performance is directly prevented or delayed by the Delay Event and, during the construction period, will entitle the Company to extension of key construction milestones and/or activities identified on the Project construction schedule based on a time impact analysis in accordance with the technical requirements set forth in the Comprehensive Agreement. If the Company fails to deliver notice of a Delay Event within 30 days following the date on which the Company first became aware (or should have become aware using all reasonable due diligence) that an event has occurred that is or will become a Delay Event, the Company will be deemed to have irrevocably and forever waived and released any claim or right to extensions or any other relief with respect to such Delay Event pursuant to the Comprehensive Agreement or any Project agreement.

Delay Events with respect to the design-build work include one or more of the following events occurring prior to the Final Completion Date (i) the implementation of a VDOT Change; (ii) a force majeure event; (iii) discovery of a Differing Site Condition; (iv) a failure to obtain, or a delay in obtaining, any major permit by the specified deadlines; (v) a change in law that imposes additional requirements that directly and materially adversely impact performance of the design-build work; (vi) issuance by a governmental authority of competent jurisdiction of an injunction or other order enjoining or estopping either VDOT or the Company from the performance of its obligations under the Comprehensive Agreement; (vii) a failure to obtain, or a delay in obtaining, any railroad easements within the specified deadlines; (viii) a failure to obtain, or delay in obtaining, the acquisition of parcels by the specified deadlines; (ix) a failure to relocate, or delay in relocating, utilities by a qualifying utility by the specified deadlines; (x) a VDOT-Caused Delay; or (xi) a failure to obtain, or delay in obtaining, governmental approvals from FHWA.

Delay Events with respect to the O&M Work include (i) a force majeure event; (ii) an injunction or other legal proceeding enjoining or estopping either VDOT or the Company from the performance of its obligations pursuant to the Comprehensive Agreement; (iii) implementation of a VDOT Change or VDOT Project Enhancement; or (iv) a VDOT-Caused Delay.

The Company will only be entitled to such relief if the delay or its cause is not otherwise specifically dealt with in the Comprehensive Agreement, and the delay itself could not have been reasonably avoided by, was not caused by the negligence or misconduct of, or any act or omission in breach of the provisions of the Comprehensive Agreement or any other Project agreement by, a Company Party.

B-13 .

Notwithstanding the occurrence of a Delay Event, under the Comprehensive Agreement the Company is required to continue its performance and observance of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and to use its reasonable efforts to minimize the effect and duration of the Delay Event. The occurrence of a Delay Event does not excuse the Company from timely payment of monetary obligations pursuant to the Comprehensive Agreement, compliance with law or the technical requirements set forth in the Comprehensive Agreement, except for temporary inability to comply with such technical requirements as a direct result of the Delay Event.

Compensation Events

The Company is, subject to certain notice requirements, submission of the necessary documentation and other requirements set forth in the Comprehensive Agreement, entitled to certain compensation from VDOT upon the occurrence of certain enumerated events, which include: (i) a VDOT-Caused Delay; (ii) the construction or expansion of an Alternative Facility; (iii) development or implementation of a VDOT Change or a VDOT Project Enhancement; (iv) discriminatory change in law; (v) legal proceedings enjoining the Company from the performance of its obligations pursuant to the Comprehensive Agreement for more than 30 days in the aggregate; (vi) the imposition of certain taxes described in the Comprehensive Agreement; (vii) a change in law that expands the category of exempted vehicles from tolling; (viii) the discovery of archeological, paleontological or cultural resources on the Project Right of Way other than if known to the Company on the Agreement Date; and (xi) an exercise by VDOT under certain circumstances of its reserved rights within the Project Right of Way.

In addition, the Company is entitled to limited compensation relief upon the occurrence of the following enumerated events: (i) failure to obtain or a delay in obtaining any major permit, an FHWA approval or the acquisition of specified parcels, in each case within the deadlines specified in the Comprehensive Agreement; (ii) a failure to relocate, or a delay in relocating, utilities by a qualified utility by the deadlines specified in the Comprehensive Agreement; (iii) changes in the specified joint permit application that imposes conditions that directly and materially adversely impact the design-build work or (iv) discovery of man-made, subsurface structures within the New Midtown Tunnel’s alignment other than if known to the Company on the Agreement Date.

If the Company fails to deliver notice of a Compensation Event within the required period set forth in the Comprehensive Agreement, the Company will be deemed to have irrevocably and forever waived and released any claim or right to compensation or other adverse effects on gross revenue or on costs, expenses and liabilities attributable to such Compensation Event. As a condition to VDOT’s obligation to compensate the Company for any portion of its damages attributable to a particular Compensation Event, the Company is required to execute a full, unconditional, irrevocable release of any claims associated with such event.

The compensation owed to the Company with respect to any Compensation Event will be based on the sum of (i) any adverse net cost impact and (ii) any adverse net revenue impact for each year during the concession term that there is such an impact attributable to such Compensation Event. The calculation of the Company’s compensation with respect to a Compensation Event will be based on the difference in the projected costs and revenues related to the Project immediately prior to the occurrence of such event and the projected costs and revenues related to the Project after taking into account the impact of such event. In addition, such compensation will be net of any net cost savings and positive net revenue impact attributable to the Compensation Event and all insurance proceeds payable (or that would have been payable but for the failure to comply with the insurance requirements set forth in Comprehensive Agreement) to the Company or its contractors in connection with such Compensation Event, and will, subject to certain conditions, include all costs of asserting a claim for such insurance proceeds and any increased insurance premium resulting from any such claim. If the Company and VDOT are unable to agree on the amount of damages after the applicable time period has elapsed, then either party may terminate negotiations and request that the dispute be resolved in accordance with the dispute resolution procedures set forth in the Comprehensive Agreement.

VDOT may request that the Company use its commercially reasonable efforts to obtain funding for its damages attributable to the Compensation Events, but the Company is not obligated to obtain such funding if it determines, in its reasonable discretion, that obtaining such funding would diminish the Project’s value. VDOT is required to provide the remaining funding, on terms and conditions mutually agreed by the parties, if the financing secured by the Company for such damages is for less than the full amount of the damages.

B-14 .

VDOT is required to make payments of compensation for any Compensation Event in amounts and at times that take into account the Company’s ability to have funds available to make required payments to third parties. If VDOT makes a lump sum payment or pays on any other schedule that differs from the projected timing of the damages, the payment amounts will reflect a determination of the present value of the damages at an agreed discount rate.

As a condition to VDOT’s obligation to compensate the Company for any portion of its damages attributable to the Compensation Event, under the Comprehensive Agreement the Company is required to execute a full, unconditional, irrevocable release of any claims, losses or other rights to compensation or other monetary relief associated with such event, subject to the Company's rights under the Comprehensive Agreement with respect to Delay Events and the Company's right to terminate the Comprehensive Agreement in accordance therewith and to receive any applicable termination compensation.

Changes to the Work

Under the Comprehensive Agreement, VDOT has the right at any time to authorize and/or to require, pursuant to a change order and following the procedure set forth in the Comprehensive Agreement, changes in the work required to be performed by the Company or the technical requirements set forth in the Comprehensive Agreement, but VDOT may not require any change that is not in compliance with law, would contravene an existing governmental approval that cannot be corrected with the issuance of a revised approval, would cause an insurable risk to become uninsurable or would give rise to a material and adverse health and safety issue. A change in the technical requirements affecting the design and construction work will also constitute a VDOT Change. The Company is entitled to claim a scope change due to a Compensation Event to compensate it for the effects of the development and implementation of any VDOT Change, as well as to adjust the construction deadlines. If VDOT and the Company disagree as to whether a change to the work proposed by VDOT constitutes a VDOT Change or agree that VDOT’s proposed work constitutes a VDOT Change but are unable to agree on the corresponding change order, VDOT has the right under the Comprehensive Agreement to issue a directive letter to the Company directing it to perform the work in question and the Company is obligated to proceed with such work. In such circumstances, VDOT is required to make monthly payments to the Company for such work on a force account basis, subject to subsequent adjustment through the dispute resolution procedures set forth in the Comprehensive Agreement. The Company may also request that VDOT approve a material deviation from the technical requirements set forth in the Comprehensive Agreement, which VDOT may approve or disapprove at its sole discretion. The Company will be solely responsible for any impacts resulting from the implementation of a deviation that has been approved by VDOT, including any increased costs, loss of revenues or schedule delays. Project Enhancements, Safety Compliance Orders and Other Facilities

Project Enhancements by the Company

The Company will have the right, at its sole cost and expense, at any time after Substantial Completion of all of the Project Assets, to design, develop, construct, operate and maintain Company Project Enhancements within the Project Right of Way, including any fundamental change in the dimensions, character, quality, location or position of all or any part of the Project. All aspects of a Company Project Enhancement must be approved in writing by VDOT in its sole discretion, and the Company must enter into a development contract with VDOT with respect to any such Company Project Enhancement.

Project Enhancements by VDOT

VDOT will have the right from time to time after Final Completion, at its sole cost and expense, to design, develop, construct, operate and maintain VDOT Project Enhancements. In order to design, develop, construct, operate and maintain VDOT Project Enhancements, VDOT may (i) use its own personnel, materials and equipment; (ii) contract with third parties through lawful procurement processes; and/or (iii) authorize and direct the Company, at VDOT’s sole cost and expense, to undertake VDOT Project Enhancements, through contracting for necessary work and services; provided, that VDOT gives the Company at least 60 days written notice prior to initiating any procurement process referred to in clause (ii) above so that the Company has the opportunity to agree to undertake

B-15 .

VDOT Project Enhancement on mutually agreeable terms. If the Company and VDOT cannot agree upon terms within the time period set forth in the Comprehensive Agreement, VDOT will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) above with no further obligation to the Company (except as provided in the Comprehensive Agreement). If VDOT authorizes and directs the Company to undertake a VDOT Project Enhancement pursuant to clause (iii) above, then, subject to VDOT making available sufficient funds and other terms and conditions of the Comprehensive Agreement, the Company will implement such VDOT Project Enhancement in accordance with the terms and provisions of the Comprehensive Agreement and the VDOT Project Enhancement will be deemed a part of the Project.

Safety Compliance Orders

VDOT may issue Safety Compliance Orders to the Company, so long as such orders do not order or direct the Company to violate any law. Compliance with a Safety Compliance Order does not constitute a default by the Company under the Comprehensive Agreement or any other Project agreement. VDOT will use good faith efforts to inform the Company at the earliest practicable time of any circumstance that is likely to result in a Safety Compliance Order and except in the case of an emergency, VDOT will consult with the Company prior to issuing a Safety Compliance Order. If VDOT issues a Safety Compliance Order, the Company will proceed, at its sole cost and expense (except as otherwise provided in the Comprehensive Agreement), with the necessary environmental, design and construction work to carry out the Safety Compliance Order in accordance with the Comprehensive Agreement. The Company may dispute a Safety Compliance Order by providing written notice to VDOT within 21 days of issuance; nevertheless, the Company will implement the Safety Compliance Order. However, if the dispute resolution procedures of the Comprehensive Agreement determine that the conditions warranting the Safety Compliance Order did not exist, then the Safety Compliance Order will be treated as a VDOT Change under the Comprehensive Agreement.

Alternative Facilities

The damages owing from VDOT to the Company on account of an Alternative Facility will be determined pursuant to the Compensation Event damages provisions of the Comprehensive Agreement and will be subject to the same payment and funding conditions and limitations with respect thereto. The Company must pursue its claim for Company Damages due to the net cost impact or net revenue impact of a potential or completed Alternative Facility within the timeframes and in accordance with the procedures in the Comprehensive Agreement. While the Company has waived its right to seek or obtain injunctive or certain other relief with respect to Alternative Facilities, the Company may enforce its rights to compensation, or a claim for relief in respect of Delay Events, if appropriate, in accordance with the Comprehensive Agreement.

Development of Other Facilities

Except for the right of the Company to receive compensation with respect to Alternative Facilities, the State parties will have the unlimited right, each in its sole discretion, at any time and without liability, to finance, develop, approve, construct, expand, improve, modify, upgrade, add capacity to, reconstruct, rehabilitate, restore, renew and replace any existing and new transportation or other facilities other than the Project outside of the Project Right of Way; provided, that VDOT will use diligent efforts to keep the Company informed of planned maintenance, renewal and replacement and repair activities of such VDOT projects which can reasonably be foreseen to impact the work. At the request of the Company, VDOT will facilitate and assist the Company in interacting with applicable governmental authorities with respect to intersection control plans setting forth the management of the intersections and other junctions connecting the Project to the surrounding roadway system.

Operation and Maintenance

Turnover Process

VDOT will be responsible, at its sole cost and expense, for the operation and maintenance of the Existing Downtown Tunnels and the Existing Midtown Tunnel until the date that VDOT delivers notice to the Company that certain conditions as set forth below have been satisfied with respect to such Project Assets pursuant to the terms of

B-16 .

the Comprehensive Agreement. The Company will implement and comply with the Turnover Plan developed by the Company pursuant to the technical requirements set forth in the Comprehensive Agreement to ensure the timely and orderly transition of operations and maintenance of the Existing Project Assets. The Company and VDOT will cooperate and coordinate during the turnover process.

Tolling and O&M Work Notice to Proceed

The Company will not initiate tolling or operation and maintenance work on a Project Asset unless and until VDOT determines that the following conditions (set forth more fully in the Comprehensive Agreement) have been satisfied for such Project Asset (or waived, in VDOT’s sole discretion) and VDOT issues a notice to the Company to that effect (the “Tolling and O&M Work Notice to Proceed”):

(i) the Cooperative Agreement is in full force and effect;

(ii) VDOT has approved (A) the plan developed by the Company pursuant to the technical requirements that describes the process by which the Company will perform public outreach activities with respect to tolling the Project Assets (the “Tolling Strategy and Marketing Plan”), (B) the plan developed by the Company setting forth the Company’s approach to communicating with road users and other stakeholders affected by the development and operation of the Project, as described in the technical requirements (the “Public Information and Communications Plan”), (C) the Life Cycle Maintenance Plan, and (D) the plan developed by the Company that identifies the methods, systems and procedures for performing the O&M Work, as described in the technical requirements (the “O&M Plan”);

(iii) the Company has received and delivered to VDOT copies of all governmental approvals necessary to operate the Project Asset and has satisfied all conditions and requirements thereof which must be satisfied before the Project Asset can be lawfully opened for regular pubic use, which government approvals are in full force and effect without any uncured material violation thereof;

(iv) all insurance policies required under the Comprehensive Agreement have been obtained and will be in full force and effect, and the Company has delivered to VDOT certified duplicate originals or copies thereof;

(v) there exists no default by the Company pursuant to the terms of the Comprehensive Agreement for which the Company received notice from VDOT and there exists no event or condition that, with notice or lapse of time, would constitute such a default;

(vi) all operations and maintenance agreements and agreements relating to toll collection and violation enforcement are in full force and effect;

(vii) the Company has implemented the maintenance management system in accordance with the technical requirements;

(viii) the Company has completed the toll commissioning process described in the technical requirements, and the components of the ETTM system (other than the traffic management system) are complete, have passed all demonstration and performance testing required pursuant to the Comprehensive Agreement and are ready for normal operation;

(ix) the traffic management system (if any) and safety features for traffic management system components are installed and functional;

(x) the Company has deposited the source code and source code documentation relating to the Software with the Escrow Agent in accordance with the Comprehensive Agreement;

B-17 .

(xi) with respect to the Existing Project Assets, VDOT has approved the Turnover Plan developed by the Company pursuant to the technical requirements to ensure the timely and orderly transition of operations and maintenance of such Existing Project Assets;

(xii) with respect to the New Midtown Tunnel and New MLK Extension, VDOT has issued a Substantial Completion certificate for such Project Asset;

(xiii) with respect to the New Midtown Tunnel and New MLK Extension, the Company and VDOT have agreed in writing to a punch list;

(xiv) the Company has paid or caused to be paid to VDOT all amounts due and payable from the Company to VDOT in connection with the Comprehensive Agreement, including any applicable interest thereon; and

(xv) the Company has certified to VDOT in writing that the applicable conditions set forth in the Comprehensive Agreement have been satisfied as of the date of such certification.

Additionally, as a condition to the Tolling and O&M Work Notice to Proceed, the Company will conduct an inspection of the Existing Project Assets within 30 days prior to September 30, 2012 to determine whether the condition of the Existing Project Assets complies with the terms of the Comprehensive Agreement and will provide VDOT an inspection report within 30 days of such inspection. If the inspection report reveals that the condition of any component of the Existing Project Assets does not comply with the terms of the Comprehensive Agreement, the parties will meet to discuss a mutually agreeable plan to address such condition. Subject to the Comprehensive Agreement, the Company may, subject to certain conditions, be entitled to seek a VDOT Change to the work.

If the Company and VDOT, despite good faith efforts, cannot reach agreement regarding satisfaction of the conditions for delivery of the Tolling and O&M Work Notice to Proceed, such dispute will be resolved in accordance with the dispute resolution procedures set forth in the Comprehensive Agreement.

Company’s O&M Responsibilities during the Operating Period

At all times following issuance (or deemed issuance) of the Tolling and O&M Work Notice to Proceed for each of the Project Assets, the Company, at its sole cost and expense (except as otherwise provided for in the Comprehensive Agreement), will cause the applicable Project Asset to be managed, maintained, and operated within the O&M Boundaries identified in the Turnover Plan in accordance with law, all governmental approvals, the terms, conditions and standards set forth in the Comprehensive Agreement, including the technical requirements, and in accordance with good industry practice. Without limiting the foregoing, the Company is responsible for the following, at its sole cost and expense, during the operating period for each of the Project Assets:

(i) the management and control of traffic on the Project Asset, subject to VDOT’s rights to assume control pursuant to the Comprehensive Agreement;

(ii) the maintenance and repair of the Project Asset, including all systems and components, which the Company may upgrade, modify or replace in accordance with the Comprehensive Agreement;

(iii) the operation of the Project Asset and the electronic toll and traffic management system, and otherwise carrying out the collection and enforcement of tolls and other incidental charges in accordance with the terms of the Comprehensive Agreement;

(iv) the maintenance, compliance with and renewal of government approvals necessary and incidental to the foregoing activities;

(v) traffic management and maintenance and repair responsibilities in accordance with the Comprehensive Agreement and the technical requirements; and

B-18 .

(vi) except as otherwise provided in the Comprehensive Agreement, causing the Project to be continuously open and operational.

Maintenance by the Company

The Company will perform all maintenance obligations with respect to the Project in accordance with the Comprehensive Agreement and the technical requirements.

Life Cycle Maintenance Plan. No later than 90 days before the beginning of the first year after the date that a Project Asset has achieved Substantial Completion, and thereafter no later than 90 days before the expiration of every following one-year period, the Company will annually prepare and deliver to VDOT a full five-year period Life Cycle Maintenance Plan. The Life Cycle Maintenance Plan will include a description of all major maintenance to be undertaken during the period, by component, item or discrete project (each, a “task”), the estimated costs and timing relating to each task, the underlying assumptions used to develop such plan, budgets for implementing inspection and monitoring routines and such other information as may be reasonably requested by VDOT. The Life Cycle Maintenance Plan will include a schedule of ordinary maintenance and major maintenance necessary to meet the performance requirements set forth in the technical requirements and other standards and requirements set forth in the Comprehensive Agreement. It will also include a structural assets major maintenance plan and a structural assets monitoring plan for the Existing Project Assets.

VDOT will review and approve the Life Cycle Maintenance Plan and will deliver its comments, approval or disapproval to the Company within 45 days of delivery. The Company will reasonably consider VDOT’s proposed changes and additions and will modify the Life Cycle Maintenance Plan to reflect those changes and additions which are consistent with the standards and requirements of the Comprehensive Agreement. In the event of any disputes, VDOT and the Company will endeavor in good faith to reach resolution within 60 days after it is provided to VDOT. Any disputes raised by VDOT with respect to the Life Cycle Maintenance Plan must be based on whether it and the underlying assumptions are reasonable, realistic and consistent with good industry practice, the technical requirements and law. If a dispute is not resolved within 60 days, either party may submit it to the dispute resolution procedures set forth in the Comprehensive Agreement. Until resolution, the treatment of the disputed tasks in the most recently-approved Life Cycle Maintenance Plan will remain in effect. If there is no approved Life Cycle Maintenance Plan then in effect, the Company will proceed as directed by VDOT until resolution.

Inspection. Starting two years after the date that a Project Asset has achieved Substantial Completion, the Company will conduct a biennial assessment of the physical condition of such Project Asset (except as otherwise provided in the technical requirements), and prepare a comparative analysis of the current conditions to the previously reported conditions (or, with respect to any Project Enhancements, their condition upon completion), such analysis to (i) take into account any changes in federal requirements and changes to safety standards and (ii) be assessed in accordance with the technical requirements. With respect to the Existing Project Assets, such biennial assessment will also be performed in accordance with the structural assets monitoring plan. If any component fails to meet its applicable technical requirements (as determined by the Company or VDOT), the Company will, within 90 days of such assessment, develop and submit to VDOT a plan to restore the component to its required condition.

Failure to Complete Tasks. If the Company fails to complete any of the tasks in accordance with the Comprehensive Agreement and the applicable Life Cycle Maintenance Plan, VDOT may demand in writing that the uncompleted tasks be completed by the Company. If the Company has not begun and diligently continued to perform the tasks within 30 days of delivery, VDOT may, at its option and without obligation, either (i) carry out the tasks or correct such defective work using its own personnel, materials and equipment or (ii) procure the services for the tasks or corrective work by one or more contractors. In such case, the Company will pay an amount equal to VDOT's allocable costs to complete such task or corrective work, plus an additional 10% contingency and its third-party costs to procure such contracts (if applicable). The Company may, by written notice delivered to VDOT within 30 days, object to any demand by VDOT to complete certain tasks or corrective work on the basis that the Company has completed the task(s) or that such task(s) are not then required in accordance with the Comprehensive Agreement or the applicable Life Cycle Maintenance Plan. Notwithstanding the foregoing, the Company will perform the task as directed by VDOT which will be entitled to exercise its remedies for the Company’s failure to comply with such directive in accordance with the Comprehensive Agreement. If no agreement regarding task completion is reached within 30 days, either party may refer the dispute to the dispute resolution procedures set forth

B-19 .

in the Comprehensive Agreement. If during the dispute resolution procedures, it is determined that the Company was in compliance with its obligations, then any work required by VDOT will be treated as a VDOT Change pursuant to the Comprehensive Agreement.

Unexpected Expenditures for Structural Assets. To the extent the Company is required to perform major maintenance on the structural assets of the Existing Project Assets involving expenditures in excess of the major maintenance costs identified in the base case structural assets major maintenance plan, the Company will be entitled to seek a VDOT Change with respect to such excess costs and, subject to all notice and claims submissions requirements set forth in the Comprehensive Agreement, VDOT will, subject to certain conditions, issue a VDOT Change. If requested by VDOT, the Company will use commercially reasonable efforts to secure funding for the structural assets excess costs and VDOT will reject or accept the funding proposal pursuant to the terms of the Comprehensive Agreement. However, these provisions for structural assets excess costs will not apply in case of a force majeure event and in such event, the Company’s remedy, if any, will be through the provisions of the Comprehensive Agreement regarding termination for Significant Force Majeure Events.

Major Maintenance Reserve Fund. The Company will fund the Major Maintenance Reserve Fund in such amounts and in accordance with the terms as may be required by the lenders.

Police and Enforcement Services

VDOT will coordinate with the Virginia state police to provide policing services, and to provide emergency services (fire and rescue), including traffic patrol and traffic law enforcement services, with a level of service equivalent to that provided on comparable State Highways. All such services will be provided without charge to the Company or the Project. VDOT, upon reasonable request, will assist the Company in obtaining enhanced levels of police services for the control of traffic for construction or maintenance activities or as otherwise needed, which will be at the Company’s sole cost and expense. The Company may, at its sole cost and expense, engage the Virginia state police to provide toll enforcement services (including identification and apprehension of toll violators) and VDOT, if requested, will assist in obtaining such services. The Company will not engage private security services to provide traffic patrol or traffic law enforcement services on the Project, unless in connection with the protection, collections and enforcement of toll revenues or the identification of toll violators and otherwise in accordance with the terms of the Comprehensive Agreement. In no event may the Company permit any private security firm to stop vehicles, apprehend road users or engage in any other direct enforcement activity on the Project Right of Way. Additionally, VDOT will not have any responsibility or liability to the Company relating to the failure of the Virginia state police or any other public agencies to provide the contemplated policing services. As the Project will constitute part of the State Highway system, the Virginia state police and other public agencies will have access to the Project and jurisdiction to enforce the laws and regulations of Virginia as they apply to the Project.

Maintenance by VDOT

Except as otherwise provided in the Comprehensive Agreement, VDOT will maintain, repair and, subject to and in accordance with VDOT’s normal course of operations, cause to be open and operational, in a manner consistent with access to State Highways, the ramps, bridges and roadways directly connecting to the Project Assets, over which VDOT has sole control. Activities undertaken by VDOT pursuant and in accordance with these provisions of the Comprehensive Agreement will not constitute Compensation Events, except as otherwise provided in the Comprehensive Agreement.

Annual Budget

From and after the Tolling and O&M Work Commencement Date with respect to the Existing Project Assets, the Company will file an annual budget for the Project for each full or partial year, as applicable, with VDOT at least 90 days prior to the start of each (or each partial) agreement year. Each annual budget will be in a form reasonably acceptable to VDOT and show in reasonable detail the projected gross revenues from the Project, projected operating costs, projected maintenance expenses, projected debt service and other amounts payable with respect to Company debt, and projected distributions to the equity members, and such other information reasonably required by VDOT.

B-20 .


The Company is required under the Comprehensive Agreement to cause each of the Equity Participants to provide a letter of credit securing its obligation to provide its capital contribution to the Company, and the Project financing agreements must grant VDOT the right, subject to the rights of the Secured Parties described in “SECURITY –Direct Agreements and Consent and Agreements,” to direct the Collateral Agent to draw upon the applicable letter of credit if the equity is not otherwise provided in the amounts and at the times required. The Comprehensive Agreement also requires the Company to require the Design Build Contractor to provide a letter of credit and a parent company guarantee, each naming VDOT as a permitted assignee or transferee beneficiary, as applicable, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Design Build Contract. See “THE PRINCIPAL PROJECT AGREEMENTS —The Design Build Contract —Performance Security” and APPENDIX D —”SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT.” In addition, the Comprehensive Agreement provides that, if and to the extent required by the Project financing agreements, the Company is obligated to require its contractors providing operation and maintenance services to furnish performance security with respect to any Project Enhancements and major maintenance during the concession term, and such security must also name VDOT as a permitted assignee or transferee beneficiary, as applicable, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the applicable contract.


The Company will be responsible for the management, treatment, handling, storage, monitoring, remediation, removal, transport and/or disposal of any hazardous substances the presence of which constitutes a Hazardous Environmental Condition under the terms of the Comprehensive Agreement that are discovered on, in or under the Project Right of Way on which the Company's work is performed during the applicable period set forth in the Comprehensive Agreement. If the Company encounters any such Hazardous Environmental Condition following certain dates set forth in the Comprehensive Agreement with respect to each Project Asset, then the Company will promptly notify VDOT and, subject to VDOT’s inspection rights, either proceed with remedial actions in accordance with (i) the Company’s environmental management plan, in the case of known pre-existing hazardous substances, or (ii) a new remedial action plan, in the case of all other Hazardous Environmental Conditions in connection with which remedial actions are required to be taken by the Company pursuant to the terms of the Comprehensive Agreement. The Company is required to obtain all governmental approvals relating to remedial actions and will be solely responsible for compliance with such governmental approvals and applicable environmental laws concerning or relating to hazardous substances. Unless otherwise directed by VDOT, the Company is required to seek to recover costs from any available reimbursement program or from any third party responsible for generating or otherwise creating or contributing to conditions that lead to the need for remedial action. Subject to the following sentence, the Company will bear all costs and expenses of preparing, carrying out and complying with any remedial action plan, of complying with law and obtaining and complying with any governmental approvals relating to hazardous substances. VDOT will reimburse the Company for the Company’s allocable costs for remedial actions with respect to any unknown pre-existing hazardous substances the presence of which constitutes a Hazardous Environmental Condition under the terms of the Comprehensive Agreement. VDOT will also assume responsibility for third-party claims against the Company for personal injury, damages or harm to property or business due to any pre-existing hazardous substances, the presence of which constitutes a Hazardous Environmental Condition under the Comprehensive Agreement, and all related penalties, fines and administrative or civil sanctions arising out of or related to such pre-existing hazardous substances; except to the extent such claims are due to the negligence, recklessness, or willful misconduct of a Company Party.

The Company is required to indemnify, protect, defend, and hold harmless and release the State Indemnitees from and against all third-party claims, including attorney's fees, expert witness fees and court costs, subject to certain limitations set forth in the Comprehensive Agreement, to the extent caused by (i) hazardous substances brought by a Company Party onto the Project Right of Way, (ii) failure of any Company Party to comply with any requirement of the Comprehensive Agreement or any other Project agreement relating to hazardous substances or applicable environmental laws and governmental approvals or (iii) the exacerbation, release, spreading, migration or toxicity of hazardous substances due to the negligence, recklessness, or willful misconduct of a Company Party.

B-21 .

Reserved Rights

The reserved rights are VDOT’s rights to develop and pursue activities that are ancillary or collateral to the use or operation of the Project and Project Right of Way and the collection and use of toll revenues, in each case as provided in the Comprehensive Agreement. Unless an exercise of reserved rights constitutes a Delay Event or Compensation Event, in which case the Company is entitled to claim schedule and/or compensation relief, VDOT may, at any time at its sole cost and expense, exercise its reserved rights for any public purpose without any financial participation whatsoever by the Company. VDOT reserves to itself all ownership, development, maintenance, repair, replacement, operation, use and enjoyment of, and access to, the reserved rights. The rights reserved to VDOT include but are not limited to the following: (i) all rights to finance, design, construct, use, possess, operate and maintain any passenger or freight rail facility, state and local roads and highways or other mode of transportation in the airspace; (ii) all rights to install, use, lease and sell electrical and fiber optic conduit, cable, capacity, towers, antennas and associated equipment or other telecommunications equipment, hardware and capacity, existing over, on, under or adjacent to any portion of the Project Right of Way, and all software which executes such equipment and hardware and related documentation, except for the capacity of any such improvement installed by the Company that is necessary for and devoted exclusively to the operation of the Project; (iii) all rights to use, sell and derive revenues from ETTM data and other data generated from operation of the Project or any ETTM system, except use of such data as required solely for operation of the Project and enforcement and collection of tolls and incidental charges; (iv) all ownership, possession and control of, and all rights to develop, use, operate, lease, sell and derive revenues from, the airspace, which includes all real property within the vertical column extending above and below the surface boundaries of the Project Right of Way and not necessary or required for the Project; (v) all rights to install, use and derive information, services, capabilities and revenues from ITS, except installation and use of any such systems and applications by the Company as required solely for operation of the Project; (vi) all rights to use, install, maintain or repair utilities; (vii) all rights to market, sell and derive revenues from any goods, products or merchandise depicting, utilizing or exploiting any name, image or other representation of VDOT or the Project; (viii) all rights and opportunities to grant to others sponsorship and advertising rights with respect to the Project or any portion thereof, except for a non-exclusive license for the Company to use the name in connection with Project operations; (ix) all rights to revenues and profits derived from the right or ability of electronic toll account customers to use their accounts or transponders to purchase services or goods other than payment of tolls; (x) any other commercial or noncommercial development or use of the airspace or electronic toll collection technology for other than operation of the Project; and (xi) all ownership, possession and control of, and all rights to develop, use, lease, sell and derive revenues from, carbon credits or other environmental benefits generated by or resulting from the development, use, operation or maintenance of the Project.

Indemnification

The Company will indemnify, defend and hold harmless a State indemnitee from and against any losses actually suffered or incurred (except to the extent such losses are solely caused by the misconduct, negligence or other culpable act, error or omission of such indemnitee) due to third-party claims based upon: (i) the actual or alleged failure by the Company to comply with the covenants, obligations, agreements, terms or conditions in the Comprehensive Agreement or a Project agreement, or any actual or alleged breach by the Company of its representations or warranties set forth in the Comprehensive Agreement or a Project agreement; (ii) any actual or alleged misconduct, negligence or other culpable act, error or omission of a Company Party in connection with the Project; (iii) any actual or alleged patent or copyright infringement, or actual or alleged improper appropriation or use by a Company Party of trade secrets, patents, proprietary information, equipment, devices or processes, copyright rights or inventions in connection with the Project; (iv) any actual or alleged inverse condemnation, trespass, nuisance or similar taking of or harm to real property committed or caused by a Company Party in connection with the Project subject to certain limitations set forth in the Comprehensive Agreement; (v) any actual or alleged violation of any federal or state securities or similar law by a Company Party, or the Company’s failure to comply with any requirement necessary to preserve the tax exempt status of interest paid on the Bonds; (vi) any actual or alleged tax attributable to any transfer of the Company’s Interest or any part thereof; or (vii) any actual or alleged claim for brokerage commissions, fees or other compensation by any person who acted on behalf of the Company, its affiliates or their respective representatives in connection with the Comprehensive Agreement or a Project agreement, any transfer of the Company’s Interest or any part thereof.

B-22 .

Non-Compliance Points System

The Non-Compliance Points system is used by VDOT to measure the Company’s performance levels by identifying certain Company acts, omissions, breaches or failures to perform under the Comprehensive Agreement (each such omission, breach or failure, a “performance shortfall”). The accumulation of Non-Compliance Points by the Company may trigger certain remedies (i) particular to the Non-Compliance Points system or (ii) to the extent the accumulation of Non-Compliance Points triggers Company Defaults pursuant to the Comprehensive Agreement.

The table of Non-Compliance Points set forth in the Comprehensive Agreement contains a representational, but not exhaustive, list of performance shortfalls possible under the Comprehensive Agreement. Accordingly, except with respect to performance shortfalls that result from a Delay Event, VDOT may, subject to certain restrictions set forth in the Comprehensive Agreement, add any entry to such table describing a performance shortfall under the Comprehensive Agreement that was not previously included in such table, establishing the Non-Compliance Points applicable to such performance shortfall and setting a cure period after consultation with the Company.

VDOT may only assess the number of Non-Compliance Points set forth in the Comprehensive Agreement for each performance shortfall. VDOT may, in its sole discretion, assess fewer or no Non-Compliance Points for a particular performance shortfall. The assessment of Non-Compliance Points will begin two years following the Final Completion Date at which point VDOT and the Company will notify one another of any performance shortfall as provided in the Comprehensive Agreement.

Non-Compliance Points will not be assessed for any performance shortfall that results from a Delay Event, including any failure by the Company to take corrective actions within the timeliness requirements set forth in the technical requirements to the extent such failure is directly attributable to a Delay Event. Further, the cure periods specified in the Comprehensive Agreement with respect to each performance shortfall will be extended to the extent that the Company is delayed curing such performance shortfall due to a Delay Event. Similarly, Non-Performance Compliance Points will not be assessed to the Company for performance shortfalls directly caused by issuance of a Safety Compliance Order unless such Safety Compliance Order has resulted from a breach by the Company of its obligations under the Project agreements.

Assessment of Non-Compliance Points

VDOT may assess Non-Compliance Points subject to the following terms and conditions: (i) the table of Non-Compliance Points set forth in the Comprehensive Agreement sets forth the number of Non-Compliance Points that VDOT may assess for each type of performance shortfall, and (ii) where a single act or omission gives rise to more than one performance shortfall, VDOT may assess Non-Compliance Points for only one performance shortfall, which, in VDOT's sole discretion, may be the performance shortfall with the highest number of Non-Compliance Points.

There are three categories of performance shortfalls (“Category A”, “Category B”, and “Category C”) and each category triggers different assessment procedures for Non-Compliance Points pursuant to the Comprehensive Agreement. Category A performance shortfalls will be assessed only at the end of the applicable cure period set forth in the Comprehensive Agreement and only if the Company has failed to cure such performance shortfall within such cure period. Additional Non-Compliance Points may be assessed again at the end of each subsequent cure period (and each such assessment of Non-Compliance Points will constitute a separate and distinct performance shortfall) until the performance shortfall is cured. Category B performance shortfalls will be assessed on the date of the initial notice of such performance shortfall in accordance with the Comprehensive Agreement. If the performance shortfall is not then cured within the applicable cure period, additional uncured Non-Compliance Points will be assessed at the end of the first and each subsequent cure period (and each such assessment of Non-Compliance Points will constitute a separate and distinct performance shortfall), until the performance shortfall is cured. Category C performance shortfalls will be assessed on the date of the initial notice of such performance shortfall in accordance with the Comprehensive Agreement. Each act, omission, breach or failure that gives rise to a Category C performance shortfall will be assessed Non-Compliance Points separately.

B-23 .

The Company may object to the assessment of Non-Compliance Points by VDOT by delivering to VDOT notice of its objection within 10 days of receipt of VDOT's determination assessing Non-Compliance Points and otherwise in accordance with the Comprehensive Agreement. VDOT and the Company will meet to discuss an objection within 10 days and if, at the conclusion of this 10 day period, the Company still objects to VDOT’s decision, it may pursue dispute resolution pursuant to the Comprehensive Agreement. However, if the Company fails to deliver its written notice of objection within the required time period and otherwise in accordance with the Comprehensive Agreement, the Company will have waived its right to challenge VDOT’s assessment.

Cure of Certain Performance Shortfalls

When the Company determines it has cured a Category A or Category B performance shortfall for which VDOT has assessed Non-Compliance Points, the Company will deliver written notice of cure to VDOT within five days. VDOT will then promptly verify the cure through inspection or other means and provide to the Company a written certification of cure. If VDOT determines that the cure in inadequate, Non-Compliance Points will continue to accumulate in respect of such performance shortfall.

Monitoring of Non-Compliance Points

VDOT will monitor the total number of cured and uncured Non-Compliance Points assessed by it on an ongoing basis for the duration of the term. The date of assessment of Non-Compliance Points for a performance shortfall for monitoring purposes will be deemed to be the date of the initial notice of such performance shortfall pursuant to the Comprehensive Agreement. On the anniversary of such date, the Non-Compliance Points for the specific performance shortfall will be subtracted from the cumulative total number of Non-Compliance Points the Company has been assessed.

Monitoring Period. If the Company is assessed an amount of Non-Compliance Points equal to or greater than 40% of the total number of Non-Compliance Points in the Comprehensive Agreement in any consecutive 365-day period or maintains an amount of Non-Compliance Points in respect of uncured performance shortfalls equal to or greater than 20% of the total number of Non-Compliance Points in the Comprehensive Agreement at any time, VDOT may increase the level of monitoring of the Project pursuant to the VDOT access and inspection provisions of the Comprehensive Agreement for a period of not less than 90 days. The Company will compensate VDOT for its allocable costs incurred in performing its increased oversight during such monitoring period.

Performance Improvement Plan. If the Company accumulates an amount of Non-Compliance Points equal to or greater than 60% of the total number of Non-Compliance Points in the Comprehensive Agreement in any consecutive 365-day period or allows to continue an amount of Non-Compliance Points in respect of uncured performance shortfalls equal to or greater than 30% of the total number of Non-Compliance Points in the Comprehensive Agreement at any time, VDOT may require the Company to prepare and submit (at the Company’s sole cost and expense) a proposed performance improvement plan for VDOT’s approval, which will not be unreasonably withheld. The Company will diligently implement the approved performance improvement plan in accordance with the schedule set forth therein. If, after 180 days after implementation of the approved performance improvement plan, the Company can demonstrate that (i) the performance improvement plan has reduced the number of Non-Compliance Points accumulated and the number of continuing Category A and/or B performance shortfalls; (ii) the Company is complying in all material respects with the approved performance improvement plan; and (iii) the Company has been assessed no Non-Compliance Points for Category C performance shortfalls since implementation of the approved performance improvement plan, then the total number of outstanding Non-Compliance Points assessed to the Company over the course of the prior 180-day period will be reduced by 50%. Failure to comply with these terms (as more fully set forth in the Comprehensive Agreement) may constitute a Company Default under the Comprehensive Agreement.

B-24 .

Defaults and Remedies

Company Defaults

The occurrence of any one or more of the following events (set forth more fully in the Comprehensive Agreement) during the term will constitute a “Company Default” under the Comprehensive Agreement:

(i) any representation or warranty made by the Company in the Comprehensive Agreement or in any other Project agreement is false or misleading in any respect on the date made and results in a material adverse effect upon the Project or VDOT’s rights or obligations under the Project agreements and continues without cure for 90 days following VDOT's delivery to the Company of notice thereof;

(ii) the Company fails to comply with or perform any material obligation or condition in the Comprehensive Agreement or any other Project agreement to which VDOT and the Company are parties, the failure materially adversely affects VDOT’s rights or obligations under the Project agreements and continues without cure for 90 days following VDOT's delivery to the Company of notice thereof or, subject to certain conditions, for such longer period as may be reasonably necessary to cure such failure (up to a maximum cure period of 180 days);

(iii) the Company fails (A) to pay to VDOT when due any undisputed sum payable to VDOT pursuant to the Comprehensive Agreement or any other Project agreement, which failure materially and adversely affects VDOT’s interest in the Project, or (B) to deposit funds to any reserve or account in the amount and within the time period required by the Comprehensive Agreement, and such failures continue without cure for 30 days following VDOT's delivery to the Company of notice thereof;

(iv) the Company closes all or part of a Project Asset to traffic, at any time following the Tolling and O&M Work Commencement for such Project Asset, other than in connection with any permitted closure, and such closure continues without cure for 10 days following VDOT's delivery to the Company of notice thereof;

(v) the Company fails to achieve Substantial Completion of all of the Project Assets by the Long Stop Date, which is the date that is 545 days after the Guaranteed Substantial Completion Date, as such date may be extended pursuant to the Comprehensive Agreement;

(vi) the Company fails to commence the O&M Work for the Project Asset within 30 days following issuance of the Tolling and O&M Work Notice to Proceed for such Project Asset, and such failure continues without cure for 30 days following VDOT's delivery to the Company of notice thereof;

(vii) the Company fails to maintain, or cause to be maintained, in effect the insurance, guarantees, letters of credit or other performance security, including with respect to the amounts, terms or coverage of the same, as and when required pursuant to the Comprehensive Agreement and such failure continues without cure for ten business days following VDOT's delivery to the Company of notice thereof;

(viii) the Company (A) fails to deliver to VDOT within the deadline set forth in the Comprehensive Agreement a performance improvement plan meeting the requirements for approval set forth in the Comprehensive Agreement and such failure continues without cure for 30 days following VDOT's delivery to the Company of notice thereof or (B) fails to reduce the number of accumulated Non-Compliance Points below the level in effect prior to the implementation of the approved performance improvement plan (after taking into account the subtraction and reduction of Non-Compliance Points, if applicable, in accordance with the Comprehensive Agreement);

B-25 .

(ix) the Comprehensive Agreement or all or any portion of the Company’s Interest is sold, conveyed, assigned, subleased, mortgaged, encumbered, transferred or otherwise disposed of, or there occurs a change in control not in accordance with the provisions of the Comprehensive Agreement;

(x) after exhaustion of all rights of appeal, (A) there occurs any suspension or debarment, or there goes into effect an agreement for voluntary exclusion, of the Company, any affiliate of the Company or Key Members whose work is not completed, from bidding, proposing or contracting with any federal or Virginia department or agency or (B) the Company, its Key Members who have ongoing work, or any of their respective officers, directors, or administering employees have been convicted of, or plead guilty or nolo contendere to, a violation of law for fraud, conspiracy, collusion, bribery, perjury, or material misrepresentation, as a result in whole or in part of activities relating to any project in the State, and such failure continues without cure for 90 days following VDOT's delivery to the Company of notice thereof;

(xi) the Company or any Company Financial Party (A) admits, in writing, that it is unable to pay its debts as they become due, (B) makes an assignment for the benefit of its creditors, (C) files a voluntary petition under Title 11 of the U.S. Code, or files any other petition or answer seeking, consenting to or acquiescing in any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, or (D) seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Company or any Company Financial Party, or of all or any substantial part of its properties or of the Project or any interest therein;

(xii) within 90 days after the commencement of any proceeding against the Company or any Company Financial Party seeking any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, such proceeding has not been dismissed, or, within 90 days after the appointment, without the consent or acquiescence of the Company or Company Financial Party, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of such Company, or Company Financial Party or of all or any substantial part of its properties or of the Project or any interest therein, such appointment has not been vacated or stayed on appeal or otherwise, or, within 90 days after the expiration of any such stay, such appointment has not been vacated; and

(xiii) a levy under execution or attachment has been made against all or any part of the Project or any interest therein (including the Company’s Interest) as a result of any lien (other than a lien relating to permitted Company debt) created, incurred, assumed or suffered to exist by the Company or any person claiming through it, and such execution or attachment has not been vacated, removed or stayed by court order, bonding or otherwise within 60 days, unless such levy resulted from actions or omissions of VDOT or its representatives.

VDOT Remedies upon Company Default

Upon the occurrence of a Company Default, VDOT may, subject to the provisions of the lenders’ direct agreement, do any or all of the following as VDOT, in its sole discretion, will determine:

(i) VDOT may terminate the Comprehensive Agreement and any other Project agreements to which VDOT and the Company are both parties, to the extent provided in the termination provisions of the Comprehensive Agreement with respect to a Company Default;

(ii) if the Company Default is by reason of the failure to pay any undisputed monies to a third party, VDOT may make payment on behalf of the Company of such monies (without incurring liability to the Company and without waiving or affecting any of VDOT's rights against the Company due to Company Default), and any amount so paid by VDOT will be payable by the Company to VDOT within five days after demand, including accrued interest at Bank Rate;

B-26 .

(iii) VDOT may cure the Company Default (without incurring liability to the Company and without waiving or affecting any of VDOT's rights against the Company due to Company Default), and all costs and expenses reasonably incurred by VDOT in curing or attempting to cure the Company Default, including VDOT’s allocable costs, will be payable by the Company to VDOT within five days of demand, including accrued interest at the Bank Rate;

(iv) if the Company Default consists of imposing tolls in excess of that permitted pursuant to the Comprehensive Agreement, such Company Default will be curable only by (A) reinstating the prior tolls, unless waived by VDOT and (B) disgorging to VDOT any and all increases in toll revenues that would not have been realized in the absence of such Company Default, together with interest thereon at the Bank Rate;

(v) without notice and without awaiting lapse of the cure period, in the event of a Company Default listed as clause (iv) above (closure of all or any part of the Project or any lane in violation of the Comprehensive Agreement), or any failure to perform a Safety Compliance Order and the Company default or failure to perform the Safety Compliance Order results in or prolongs an emergency or danger to persons or property, VDOT may enter and take control of the Project or applicable portion thereof to the extent VDOT finds it necessary to rectify the closure, emergency or danger, and may suspend construction work and/or close or cause to be closed the portion of the Project affected by the emergency or danger, until such time as such breach or failure is cured, or VDOT terminates the Comprehensive Agreement, subject to certain limited liability, potential claims and other terms and conditions set forth in the Comprehensive Agreement. Immediately following cure, VDOT will relinquish control and possession of the Project or applicable portion thereof back to the Company; and

(vi) VDOT may exercise any of its other rights and remedies provided for under the Comprehensive Agreement or at law or in equity, subject to any limitations set forth in the Comprehensive Agreement.

VDOT Defaults

The occurrence of any one or more of the following events (set forth more fully in the Comprehensive Agreement) during the term will constitute a “VDOT Default” pursuant to the Comprehensive Agreement:

(i) any representation or warranty made by VDOT in the Comprehensive Agreement or in any other Project agreement is false or misleading in any respect, results in a material adverse effect upon the Project or the Company’s rights or obligations under the Project agreements and continues without cure for 90 days following the Company's delivery to VDOT of notice thereof; or

(ii) VDOT fails to comply with or perform any material obligation or condition in the Comprehensive Agreement or any other Project agreement to which it is a party (including any failure to pay undisputed amounts when due and payable and in accordance with the Comprehensive Agreement), the failure materially adversely affects the Company’s Interest and such failure continues without cure for 90 days following the Company's delivery to VDOT of notice thereof or, subject to certain conditions, for such longer period as may be reasonably necessary to cure such failure (up to a maximum cure period of 180 days);

Company Remedies upon VDOT Default

Upon the occurrence of a VDOT Default, the Company may by notice to VDOT declare VDOT to be in default and may, subject to certain extended cure periods, if applicable, with respect to clause (ii) above, do any or all of the following as the Company, in its discretion, will determine:

(i) the Company may terminate the Comprehensive Agreement and any Project agreements to which the Company and VDOT are both parties, to the extent provided in the termination provisions of the Comprehensive Agreement with respect to a VDOT Default; and

B-27 .

(ii) the Company may exercise any of its other rights and remedies provided for under the Comprehensive Agreement or at law or in equity, subject to any limitations set forth in the Comprehensive Agreement.

If VDOT’s failure constitutes a Delay Event or Compensation Event, the Company’s sole recourse will be to seek remedies under the Delay Event or Compensation Event provisions of the Comprehensive Agreement.

Termination

Termination upon Expiration of Term

Unless earlier terminated in accordance with the terms of the Comprehensive Agreement, all the rights and obligations of the parties will terminate on the last day of the term. Not later than 180 days preceding the end of the term, the Company and VDOT will develop a plan (the “Transition Plan”) to assure the orderly transition of the Project to VDOT or its designee. The Company and VDOT will diligently implement the Transition Plan in accordance with the technical requirements.

Termination for Significant Force Majeure Event

The Company may elect to terminate the Comprehensive Agreement if a Significant Force Majeure Event occurs unless VDOT elects to treat it as a Compensation Event within 14 days of receipt of the Company’s notice to terminate. VDOT may also elect to terminate the Comprehensive Agreement if a Significant Force Majeure Event occurs unless the Company elects within 60 days of such occurrence to restore any damage at its sole cost and expense and prepares a restoration plan acceptable to VDOT.

If the Comprehensive Agreement is terminated for a Significant Force Majeure Event, VDOT is required to pay to the Company certain termination compensation amounts (the “Significant Force Majeure Termination Amount”) consisting of the aggregate of (i) 100% of the Company’s outstanding Project debt, (ii) all amounts at par paid by the Company’s Equity Participants in the form of capital contributions or shareholder loans until the termination date, less any amounts actually received by such Equity Participants from the Company as distributions or payment of principal and interest for such loans, (iii) all demobilization costs, and (iv) less credit balances and proceeds of insurance required to be carried pursuant to the Comprehensive Agreement.

Termination for Company Default

Subject to the terms of the lenders’ direct agreement and the Comprehensive Agreement, at any time after the occurrence of and during the continuance of a Company Default, VDOT is entitled to terminate the Comprehensive Agreement and any other Project agreement to which VDOT and the Company are both parties.

If VDOT terminates the Comprehensive Agreement due to a Company Default, it is required to pay to the Company certain termination compensation amounts (as described below, the “Company Default Termination Amount”). If such termination occurs prior to the Substantial Completion Date for the last Project Asset to achieve Substantial Completion, such Company Default Termination Amount will be the lesser of (i) the value of completed work, which is equal to $1,470,351,745, as may be adjusted to take into account the direct construction costs for change order performance, less the estimated cost to complete all work required for all the Project Assets to achieve Substantial Completion, less VDOT’s estimated costs to retender the Comprehensive Agreement, less Public Funds Amounts contributed to the Project, less net toll revenues received prior to the termination and (ii) 80% of the Company’s outstanding debt relating to the Project. If such termination occurs after such date, such Company Default Termination Amount will be the lesser of (i) the fair market value of the Company’s Interest in the Project, determined according to the appraisal procedures set forth in the Comprehensive Agreement, and (ii) 100% of the Company’s outstanding debt relating to the Project. Any such termination compensation will be reduced by credit balances subject to limited exceptions, unpaid and/or accrued default interest, breakage costs, non-reimbursable Company Damages subject to certain exceptions, and the costs incurred by VDOT in terminating the Comprehensive Agreement due to the Company Default. Furthermore, the amount of any termination compensation

B-28 .

is subject to reduction and offset for damages due to VDOT arising from a default by the Company pursuant to the Comprehensive Agreement.

Termination for VDOT Default

Subject to the terms of the Comprehensive Agreement, in the event of a VDOT Default, the Company is entitled to terminate the Comprehensive Agreement and other Project agreements to which VDOT and the Company are both parties. If the Company elects to terminate the Comprehensive Agreement following a VDOT Default, VDOT will, subject to certain conditions, be entitled to cure such VDOT Default by providing the Company with a written work plan in accordance with the Comprehensive Agreement, which work plan will be subject to the Company's written approval (not to be unreasonably withheld, conditioned or delayed). If VDOT fails to provide such work plan or fails to comply in any material respect with such work plan approved by the Company and failure with respect to compliance continues without cure for 60 days following VDOT's receipt of notice thereof, the Company may terminate the Comprehensive Agreement in accordance therewith.

In the event of a termination of the Comprehensive Agreement for VDOT Default, VDOT is required to pay to the Company certain termination compensation amounts (as described below, the “VDOT Default Termination Amount”). If such termination occurs during the period commencing on the Financial Close Date to the end of the Lock-Up Period, such VDOT Default Termination Amount will be the aggregate of (i) 100% of the Company’s outstanding Project debt, (ii) reasonable demobilization costs and (iii) the greater of (A) the Company’s equity value as of the date of payment of the termination compensation and (B) an amount that, when added to the distributions actually received by the Company’s Equity Participants until the date of such payment, is sufficient to yield the cash on cash Internal Rate of Return calculated in the base case financial model on aggregate amounts paid by such Equity Participants to the Company in the form of capital contributions or shareholder loans until the date of payment of the termination compensation. Following the Lock-Up Period, such VDOT Default Termination Amount will be the greater of 100% of the Company’s outstanding Project debt and the fair market value of the Company’s Interest in the Project, determined according to the appraisal procedures set forth in the Comprehensive Agreement. Any such termination compensation will be reduced by credit balances, subject to limited exceptions.

Termination for Convenience

VDOT has the right to terminate the Comprehensive Agreement and any other Project agreement to which it and the Company are both parties at any time if it determines, in its sole discretion, that such termination would be in VDOT's best interests.

In the event that VDOT elects to terminate the Comprehensive Agreement for convenience, VDOT is required to pay to the Company certain termination compensation amounts (as described below, the “VDOT Convenience Termination Amount”). If such termination occurs during the period from the Financial Close Date until the end of the Lock-Up Period, such VDOT Convenience Termination Amount will be the aggregate of (i) 100% of the Company’s outstanding Project debt, (ii) reasonable demobilization costs and (iii) the greater of (A) the Company’s equity value as of the date of payment of the termination compensation and (B) an amount that, when added to the distributions actually received by the Company’s Equity Participants until the date of such payment, is sufficient to yield the cash on cash Internal Rate of Return calculated in the base case financial model on aggregate amounts paid by such Equity Participants to the Company in the form of capital contributions or shareholder loans until the date of payment of the termination compensation. Following the Lock-Up Period, such VDOT Convenience Termination Amount will be the greater of 100% of the Company’s outstanding Project debt and the fair market value of the Company’s Interest in the Project, determined according to the appraisal procedures set forth in the Comprehensive Agreement. Any such termination compensation will be reduced by credit balances, subject to limited exceptions.

Company Actions Upon Termination

Except as otherwise specified in the Comprehensive Agreement, within 30 days after receipt of a notice of termination, or, if applicable, not later than 120 days before expiration of the term, the Company will meet with VDOT for the purpose of developing an interim transition plan for the orderly transition of work, demobilization and transfer to VDOT of control of the Project and Project Right of Way. The Company and VDOT will use

B-29 .

diligent efforts to complete a final transition plan which must be in form and substance acceptable to VDOT in its good faith discretion.

Upon receipt of a notice of termination, or, if applicable, before expiration of the term, the Company will take all action that may be necessary, or that VDOT may reasonably direct, for the protection and preservation of the Project, the work and such materials, goods, machinery, equipment, parts, supplies and other property. During the period from its receipt of a notice of termination until the expiration of the term, the Company will continue to perform its obligations and be entitled to receive toll revenues pursuant to the Comprehensive Agreement.

Subject to the terms of the Comprehensive Agreement, the Company will deliver to VDOT on the date of expiration of the term or on the effective date of any earlier termination, among other things, (i) all tangible personal property, reports, books, and records necessary or useful for the design, construction, operation or maintenance of the Project and (ii) possession and control of the Project and Project Right of Way, free and clear of any and all liens created, incurred or suffered by the Company, any Company Party or any affiliate or anyone claiming under any of them. However, the release of the liens of the Collateral Agent and the Trustee will be subject to payment of termination compensation owing by VDOT.

Subject to the terms of the Comprehensive Agreement, if, as of the date on which the notice of termination is delivered, the Company has not completed construction of all or part of the Project or has entered into any other contract(s) for the design, construction, permitting, installation, equipping, operations or maintenance of the Project, as applicable, VDOT may, subject to certain conditions, elect, by written notice to the Company (and the Design Build Contractor, if applicable), to continue in effect the Design Build Contract and/or such other contract(s) or to require their termination.

Liability After Termination

If the Comprehensive Agreement is terminated by reason of a Company Default or a VDOT Default or any other Project agreement is terminated for default thereunder, such termination will not excuse the defaulting party from any liability arising out of such default as provided in the Project agreements. If the Comprehensive Agreement or any other Project agreement is terminated for any other reason, no party will have any further obligation or liability except for performance of their respective obligations which are either expressly stated in the Comprehensive Agreement or any other Project agreement to survive termination or by their sense and context are intended to survive termination.

VDOT will, as of the effective date of termination of the Comprehensive Agreement or the Company’s rights thereunder, whether due to expiration or earlier termination of the term, assume full responsibility for the Project or, if Substantial Completion has not been achieved or other work has otherwise not been completed as of such date, be permitted to assume full responsibility for such outstanding work, and as of such date, the Company will, subject to certain exceptions, have no liability or responsibility for such work, as the case may be, occurring after such date.

Each of the Company and VDOT will be liable for all costs expenses and other amounts for which it is liable or responsible under the Comprehensive Agreement incurred up to the effective date of termination, whether due to expiration or earlier termination of the term, and the Company will not be liable for any costs, expenses and amounts incurred in connection with the Project or the work on and after such date, except to the extent such costs, expenses and amounts are properly included in the measure of any damages due to VDOT arising from a default by the Company pursuant to the Comprehensive Agreement. The amount of any termination compensation is subject to reduction and offset for such damages.

Exclusive Termination Remedies

The Comprehensive Agreement sets forth the entire and exclusive provisions and rights of VDOT and the Company regarding termination of the Comprehensive Agreement, and any and all other rights at law or in equity to terminate or to payment of compensation upon termination are waived to the maximum extent permitted by law. Upon any termination of the Comprehensive Agreement, the payments provided therein will constitute the

B-30 .

Company’s sole compensation pursuant to the Comprehensive Agreement and in the event VDOT or any designee or licensee of VDOT imposes tolls for travel on the Project after termination of this Agreement, neither the Company nor any beneficiary or lender as result of a Financing Assignment will be entitled to any further compensation in respect thereof. In furtherance of the foregoing, the provisions of Section 56-568B of the Code of Virginia will not apply to the Project after the termination of the Comprehensive Agreement.

Handback of the Project to VDOT

Handback Obligations. Upon the end of the term, the Company will hand back the Project to VDOT, at no charge to VDOT, with asset conditions as specified in the technical requirements and with all work contained in the approved Life Cycle Maintenance Plan completed based on approved adjustments thereto resulting from the inspections described below. Beginning five years prior to the projected expiration of the term and every year thereafter, the Company will conduct annual inspections of the Project and provide reports to VDOT pursuant to the technical requirements. Seven years prior to the expiration of the term, and every year thereafter, VDOT and the Company will cause an independent consultant to set forth an amount that it reasonably determines is equal to an amount sufficient to cover all costs necessary to cause the assets to meet the handback requirements at the end of the term (the “handback amount”). The handback amount will not take into account any structural assets excess costs to meet the handback requirement over the amount set forth in the base case structural assets major maintenance plan for the Existing Project Assets.

Handback Reserve Fund. Five years prior to the expiration of the term, the Company will establish the handback reserve fund for the sole benefit of VDOT and deposit cash, obtain handback performance security (at its sole cost) or a combination of the two in an aggregate amount equal to at least 100% of the then-current handback amount. The Company will annually adjust the amount of cash and/or handback performance security to equal the most recently determined handback amount within 15 days of the date of determination. Any handback performance security will have certain terms outlined in the Comprehensive Agreement and a scheduled expiration date no earlier than the first anniversary of the scheduled end of the term (or, if it expires earlier than such date, permits a drawing of the full amount of the handback performance security if the handback performance security is not renewed or extended at least 30 days prior to its stated expiration date).

VDOT may withdraw moneys on deposit in the handback reserve fund or draw upon any handback performance security starting upon the termination or expiration of the term and until one year after such termination or expiration if any asset does not meet the handback requirements. Any moneys withdrawn from the handback reserve fund will be used by VDOT to pay its allocable costs of causing the assets to meet the handback requirements. Upon the occurrence of a Company Default or if the Comprehensive Agreement is terminated by VDOT prior to the expiration of the term as a result of a Company Default, pursuant to the terms of the Comprehensive Agreement, VDOT will have the right, with three business days notice to the Company, to withdraw moneys from the handback reserve fund and to draw upon the handback performance security in accordance with its terms up to the amount due to VDOT with respect to such Company Default or pursuant to the terms of the Comprehensive Agreement. Upon the termination of the handback reserve fund, all monies on deposit therein will be paid over to the Company and VDOT will surrender the handback performance security marked cancelled to the Company.

Insurance

The Comprehensive Agreement specifies which party is responsible for the various policies of insurance required to be carried under the Comprehensive Agreement. During performance of the design-build work, the Company will provide and maintain at its own expense, or cause the Design Build Contractor to provide and maintain, certain insurance coverages with respect to workers’ compensation/employer’s liability, commercial general liability, automobile liability, umbrella/excess liability, builder’s risk, pollution liability, marine protection and indemnity and architect’s/engineer’s professional liability coverage. During the performance of the O&M Work and during any time period following the term’s expiration if the Company is required to return and perform any additional work, the Company will provide and maintain at its own expense, or cause the O&M Contractor to provide and maintain, certain insurance coverages with respect to workers’ compensation/employer’s liability, commercial general liability, automobile liability, umbrella/excess liability, property and business interruption, pollution liability and marine protection and indemnity coverage. During the term, the Company will provide and

B-31 .

maintain at its own expense, or cause to be provided and maintained, railroad protective liability insurance as may be required under the Comprehensive Agreement or as may be required by any railroad in connection with work across, under or adjacent to the railroad’s tracks or right-of-way. During the performance of the design-build work, the Company will have the option to combine insurance coverage for the design-build work and the O&M Work in one master policy (except with respect to architects/engineers professional liability insurance) in accordance with the requirements set forth in the Comprehensive Agreement. The Company will cause all contractors other than the Design Build Contractor and the O&M Contractor performing any portion of the work to obtain and maintain certain insurance coverages, or be responsible for maintaining such coverages on their behalf, with respect to workers’ compensation/employer’s liability, commercial general liability, automobile liability, umbrella/excess liability and professional liability coverage.

Restoration

Subject to the terms of the Comprehensive Agreement, if all or any part of the Project is destroyed or damaged during the term in whole or in part by fire or other casualty of any kind or nature (including any casualty for which insurance was not obtained or obtainable), the Company will, at its sole cost and expense (whether or not insurance proceeds, if any, are equal to the estimated cost of repairs, alterations, restorations, replacement and rebuilding), proceed diligently to restore the Project to its pre-casualty condition, except (i) in the case of destruction or damage caused by a Compensation Event (in which case the corresponding provisions of the Comprehensive Agreement will apply) or (ii) as otherwise provided in the Comprehensive Agreement with respect to Significant Force Majeure Events.

Dispute Resolution

The parties will attempt to resolve any disputes arising out of the Comprehensive Agreement at the Project level through good faith negotiations between designated representatives. If the dispute cannot be resolved at the Project level within 10 days of the initiation of good faith negotiations, either party will have the right to submit the dispute for resolution by the Steering Committee. The Steering Committee will convene a meeting within ten days of notification by either party of any unresolved dispute. If the dispute cannot be resolved by the Steering Committee within 7 days after the meeting of the Steering Committee has convened, then either party may request non-binding mediation of the dispute in accordance with the Comprehensive Agreement. If the dispute has not been resolved within 60 days after the initiation of mediation proceedings, either party will have the right to proceed with litigation in accordance with the Comprehensive Agreement or, in the case the Company disputes a VDOT directive issued in accordance with the Comprehensive Agreement with respect to the Company's compliance with the technical requirements (a “TR Dispute”), the technical requirements formal dispute panel in accordance with the Comprehensive Agreement (the “TR Dispute Panel”). The first face-to-face meeting between the mediator and both VDOT and the Company will be deemed to be the initiation of mediation.

Except in connection with certain interim relief which may be available to the Company under certain circumstances, any decision issued by the TR Dispute Panel in accordance with the Comprehensive Agreement will be non-binding. If the TR Dispute has not been resolved within 60 days after the issuance of the decision of the TR Dispute Panel, or if the TR Dispute Panel fails to issue a decision within 14 days after the closing of the TR Dispute Panel hearing, either party will have the right to proceed with litigation in accordance with the Comprehensive Agreement. The decision of the TR Dispute Panel will be admissible as evidence in subsequent legal proceedings, but will be given no greater weight than any other evidence submitted by the parties.

In the event the decision of the TR Dispute Panel agrees with the Company’s position, then, subject to VDOT’s reservation of rights pending any litigation undertaken by VDOT, VDOT’s directive will be deemed a VDOT Change and the Company will be entitled, as interim relief, to be paid for 65% of the direct design and construction costs associated with such VDOT Change on a force account basis calculated in accordance with the Comprehensive Agreement, subject to the Company’s right to seek to recover through litigation, the remaining 35% of the direct design and construction costs and Company Damages, if any, not paid by VDOT pursuant to the interim relief described in the Comprehensive Agreement. For the avoidance of doubt, the Company will not be entitled, as interim relief, payment for any net revenue impact or other Company Damages.

B-32 .

All litigation between the Company and VDOT arising out of or pertaining to the Comprehensive Agreement or its breach will be filed, heard and decided in the Circuit Court for the City of Richmond, Virginia, Division I, which will have exclusive jurisdiction and venue. As permitted by Section 56-569 of the Code of Virginia, VDOT and the Company agreed that any requirement that the State Corporation Commission issue a declaratory judgment regarding a material default (as defined in Section 56-568 of the Code of Virginia) pursuant to such Section 56-569, as a prerequisite to exercising any remedy set forth in the Comprehensive Agreement or such Section 56-569, will not apply to the Comprehensive Agreement.

Satisfaction of the procedures set forth described above are a condition precedent to instituting a legal action in court. However, if VDOT determines, in its sole discretion, that a dispute involves an issue that poses an immediate and serious threat to the public health, safety and welfare, VDOT will be entitled to take whatever steps it deems appropriate and to initiate litigation of the matter in court without first submitting the dispute to the dispute resolution procedures of the Comprehensive Agreement.

Notwithstanding anything to the contrary in the Comprehensive Agreement, neither VDOT nor the Company will be required to await the resolution of dispute proceedings regarding the reasons for terminating the Comprehensive Agreement before exercising such party’s termination rights. Pending final resolution of any dispute (except a dispute regarding the cause for terminating the Comprehensive Agreement), VDOT and the Company are obligated to continue to fulfill their respective obligations under the Comprehensive Agreement.

Each of VDOT and the Company will bear its own attorneys’ fees and costs in any dispute or litigation arising out of or pertaining to the Comprehensive Agreement, and no party will seek or accept an award of attorneys’ fees or costs, except as otherwise expressly provided in the Comprehensive Agreement. The fees and costs of any mediator and the TR Dispute Panel members will be borne equally by VDOT and the Company.

Transfer Restrictions

During the Lock-Up Period, the Company will have no right to Transfer the Company’s Interest in the Project or any portion thereof without VDOT’s approval or permit any person to Transfer 50% or more of any direct or indirect ownership interest in the Company, grant any security interest, lien or other encumbrance over such ownership interest or enter into any agreement in respect of such ownership interests in the Company or any votes relating to such interests or enter into any agreement related thereto (other than customary partnership or organizational agreements among the Equity Participants as of the Agreement Date solely with respect to the governance and management of the Company), except (i) to the Collateral Agent or the Trustee as permitted under the Project financing agreements, (ii) as permitted under the lenders’ direct agreement or (iii) certain changes in control that are carved out from the change in control definition as specified in the Comprehensive Agreement, including (a) a change in possession of the power to direct or control the management of the Company or a material aspect of its business due solely to bona fide open market transactions in securities effected on a recognized public stock exchange, excluding such transactions involving an initial public offering; (b) a change in possession of the power to direct or control the management of the Company or a material aspect of its business due solely to a bona fide transaction involving securities or beneficial interests in the ultimate parent organization of a shareholder, member, partner or joint venture member of the Company, unless the transferee in such transaction is at the time of the transaction suspended or debarred or subject to a proceeding to suspend or debar from bidding, proposing or contracting with any federal department or agency or Virginia State party, (c) an upstream reorganization or transfer of direct or indirect interests in the Company so long as there occurs no change in the entity with ultimate power to direct or control or cause the direction or control of the management of such person, whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise; (d) the exercise of preferred or minority equity holder veto or voting rights over major business decisions of the Company; (e) the grant of Financing Assignments in accordance with the Comprehensive Agreement, or the exercise of lender remedies thereunder; (f) transfers of direct or indirect ownership interests in the Company between or among persons that are under common “control” or any fund or entity managed directly or indirectly by a shareholder, member or partner of the Company or any of its affiliates; (g) transfers from either Equity Participant as of the Agreement Date to the other Equity Participant as of the Agreement Date or its affiliate; or (h) a pledge or grant of a security interest, lien or other encumbrance of an Equity Participant’s distributions or its parent entities indirect right to receive such distributions from the Company for the purpose of securing or serving as collateral for a debt instrument.

B-33 .

Following the Lock Up Period, the Company will not be permitted to Transfer the Company’s Interest in the Project or any portion thereof unless VDOT approves the transferee (except for the Collateral Agent or a transferee permitted under the lenders’ direct agreement) in accordance with the Comprehensive Agreement and such transferee assumes in writing all of the Company’s obligations under the Comprehensive Agreement as reasonably satisfactory to VDOT.

Payment

Payment of Company Damages and Other Amounts by VDOT

VDOT’S PAYMENT OF ANY COMPANY DAMAGES, LOSSES OR ANY OTHER AMOUNTS DUE AND OWING BY VDOT PURSUANT TO THE COMPREHENSIVE AGREEMENT WILL BE SUBJECT TO APPROPRIATION BY THE GENERAL ASSEMBLY AND ALLOCATION BY THE CTB.

Upon determination of Company Damages or such other amounts due and owing by VDOT, VDOT will with all practical dispatch consistent in all respects with law and its obligations pursuant to the Comprehensive Agreement:

(i) deliver to the Governor and the Director of the Department of Planning and Budget of the Commonwealth of Virginia, before December 1 with respect to any such payment requested to be appropriated by the next regular session of the General Assembly, a statement of the amount of any such payment due or expected to be due and a request that the Governor include in his budget to be delivered to the next session of the General Assembly a provision that there be appropriated such amounts for such purpose to the extent required, from any legally available funds;

(ii) use its diligent efforts to have (A) the Governor include, in each biennial or any supplemental budget the Governor presents to the General Assembly, the amounts set forth in any statement delivered pursuant to clause (i) above, (B) the General Assembly appropriate and reappropriate, as applicable, such amounts to or on behalf of VDOT for the purpose of paying any Company Damages or other amounts due and owing by VDOT to the Company pursuant to the Comprehensive Agreement, and (C) the CTB allocate such appropriated amounts as applicable for payment to the Company; and

(iii) notify the Company promptly upon becoming aware of any failure by (A) the Governor to include such amounts in his budget delivered to the next session of the General Assembly, (B) the General Assembly to appropriate such amounts during such next session of the General Assembly or (C) the CTB to so allocate such amounts for payment to the Company.

Payment of Termination Compensation by VDOT

VDOT will pay any sum due pursuant to the early termination provisions of the Comprehensive Agreement, including Significant Force Majeure Termination Amount, Company Default Termination Amount, VDOT Default Termination Amount or VDOT Convenience Termination Amount, on the date specified in writing by VDOT in its termination notice or, if the termination notice is delivered by the Company, within 60 days after receipt of the Company’s termination notice (“Termination Compensation Payment Date”), but in no event will the Termination Compensation Payment Date exceed 300 days from the date of determination of the applicable termination compensation amount. No later than 30 days prior to the Termination Compensation Payment Date, the Company will furnish an invoice of the applicable termination compensation amount owed by VDOT, which invoice will include an amount for any interest accruing on such termination compensation amount from the date of determination of the applicable termination compensation amount up to the Termination Compensation Payment Date at the Bank Rate (other than any portion of the termination compensation amount calculated by reference to Company debt, the Company’s equity value or any credit balances, which will be re-calculated to take into account payment of such portions on the Termination Compensation Payment Date).

VDOT will proceed to make payment to the Company of the undisputed amount of any sum due pursuant to the early termination provisions set forth in the Comprehensive Agreement with respect to Significant Force

B-34 .

Majeure Events, Company Defaults, VDOT Defaults or VDOT termination for convenience without regard to the dispute resolution procedures of the Comprehensive Agreement.

Payments to VDOT or the Company

Except as otherwise expressly provided in the Comprehensive Agreement or in any Project agreement, payments due to VDOT or the Company under the Comprehensive Agreement, as applicable, will be due and payable within 30 days of receipt by the Company or VDOT, as applicable, of an invoice therefor, together with any supporting documentation.

Each of VDOT and the Company will be entitled to deduct, offset or withhold from any amounts due to the other party any amounts then due and owing from such other party.

Interest on Overdue Amounts

Any amount not paid when due pursuant to the Comprehensive Agreement will bear interest from the date such payment is due until payment is made (after as well as before judgment) at a variable rate per annum at all times equal to the Bank Rate (except with respect to any portion of the termination compensation amount calculated by reference to Company debt, the Company’s equity value or any credit balances, which will be re-calculated to take into account payment of such portions), which interest will be payable on demand. Interest will be compounded annually and payable on the date on which the related overdue amount is paid.

Taxes

The Company is solely responsible for the payment of taxes accrued or arising out of the performance of its obligations pursuant to the Comprehensive Agreement.

Assignment by VDOT

VDOT may, subject to giving the Company not less than 90 days prior written notice or as required by law, transfer and assign its interests, in whole or in part, in the Project, the Comprehensive Agreement and any other Project agreements to any other public agency or public entity of the Commonwealth of Virginia as permitted by law. The assignee (i) must assume all of VDOT’s obligations, duties and liabilities pursuant to the Comprehensive Agreement and the Project agreements then in effect and provide the Company with reasonable assurance of its legal authority and sufficient financial resources to honor and perform the same and (ii) will not be required to have financial resources in excess of those then available to VDOT.

Governing Law and Compliance with Law and Federal Requirements

The Comprehensive Agreement will be governed by and construed in accordance with the laws of the Commonwealth applicable to contracts executed and to be performed within the Commonwealth. The Company will keep fully informed of and comply and require its contractors to comply with law. The Company will execute and file the documents, statements, and affidavits required under any law required by or affecting the Comprehensive Agreement or the execution of the Work. The Company will permit examination of any records made subject to such examination by such law. The Company will comply and require its contractors to comply with all laws applicable to a transportation project that receives Federal credit or funds, including the Federal requirements set forth in the Comprehensive Agreement. USDOT will have certain approval rights with respect to the Project, including the right to provide certain oversight and technical services with respect to the Work. The Company will cooperate with USDOT and provide such access to the Project and information as USDOT may request in the exercise of USDOT’s duties, rights and responsibilities in connection with the Project.

CA Amendment

VDOT and the Company amended the Comprehensive Agreement as of March 21, 2012, pursuant to which they have agreed (i) to collaborate with each other to explore strategies for postponing the commencement of the

B-35 .

imposition, collection and enforcement of tolls on the Existing Project Assets in a manner that preserves the Company’s financial position and availability of funds to pay for construction and (ii) that VDOT will have the right, by delivering to the Company a notice at least 45 days in advance, to postpone the commencement of the imposition, collection and enforcement of tolls on the Existing Project Assets until such date as directed by VDOT, which date may be any date prior to the date on which the Company has achieved Substantial Completion of the New Project Assets. The CA Amendment provides, however, that such right may be exercised only to the extent that funds for the payment of Tolling Deferral Damages to compensate for lost revenues resulting from such postponement have been authorized or appropriated by the General Assembly and allocated by the CTB. The calculation of net revenue impact included in Company Damages payable as a result of VDOT’s exercise of such right will be based on the toll revenue projections included in the Base Case Financial Model and other incidental charges that would have been collected during the period from the date on which such tolling would have occurred but for the postponement to the actual date on which tolling occurs. Such payment by VDOT will be paid in such manner as agreed upon by the parties in writing or as may be determined through the dispute resolution procedures set forth in the Comprehensive Agreement; provided that: (i) in the case of any lump sum payment of the Company Damages or any other payment schedule that differs from the projected timing of the Company Damages, the present value of the Company Damages will be determined using the then appropriate risk adjusted discount rate(s), as agreed between VDOT and the Company; and (ii) the amount and timing of payment of Company Damages will take into account the ability of the Company to obtain funding in relation to such Company Damages in accordance with the Comprehensive Agreement and will take into account the ability of the Company to have available funds at such times as the Company is required to make payments to third parties in respect of any Company Damages.

C-1 .

Appendix C

SUMMARY OF CERTAIN PROVISIONS OF THE TOLLING CONTRACT

The following is a summary of selected provisions of the Tolling Contract and is not a full statement of the terms of such agreement. Accordingly, the following summary is qualified in its entirety by reference to the Tolling Contract and is subject to the full text of such agreement. A copy of the Tolling Contract is available, free of charge, upon request from the Company or the Trustee. Unless otherwise stated, any reference in this Official Statement to the Tolling Contract shall mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date hereof.

Scope of Work

The TC Work of the Tolling Contractor under the Tolling Contract includes fulfilling all of the Company’s obligations under the Comprehensive Agreement to develop, design, procure, construct, complete, test and commission the tolling system components of the Project’s electronic toll and traffic management system, including the back office system. The TC Work does not include the design and construction of the traffic management system, which will be undertaken by the Design Build Contractor under the Design Build Contract. Under the Tolling Contract, the Tolling Contractor will also perform the Tolling O&M Services during the Tolling O&M Period consisting of the Company’s operation and maintenance obligations required to be performed under the Comprehensive Agreement relating to the tolling system. The Tolling O&M Period may be extended for up to an additional two years in one year increments in the Company’s sole discretion.

The Tolling Contractor is also required to obtain and maintain all governmental approvals necessary for the Tolling Services, provide appropriate oversight, management and reporting of all phases of the Tolling Services such that each tolling system is designed, constructed, completed, delivered, installed, operated and maintained in accordance with the Tolling Contract and cooperate and coordinate the Tolling Services with the Company’s contractors, including the Design Build Contractor, in accordance with the Interface Agreement.

Standard of Performance

The Tolling Contractor is required to perform the Tolling Services in accordance with the Tolling Contract, the Comprehensive Agreement and the other TC Contract Documents, the Standard of Care, applicable law and standards, governmental approvals, good industry practice and the requirements of the applicable insurance policies, and the portions of the Project included in the TC Work need to be constructed and erected in a good and workmanlike manner. In addition, following the Tolling and O&M Work Commencement Date for each of the Project Assets, the Tolling Contractor must manage, maintain and operate the applicable tolling system within the O&M Boundaries in accordance with law, all governmental approvals, the terms, conditions and standards set forth in the Comprehensive Agreement and the Tolling Contract, including the requirements set forth in the Technical Requirements, and in accordance with good industry practice.


Under the Tolling Contract, subject to certain exceptions (including with respect to Company-Caused Delays), the Tolling Contractor is only entitled to a relief or compensation in the event and only to the extent that the Company actually receives the corresponding relief or compensation under the Comprehensive Agreement. If the parties are unable to agree on the amount and other terms of a claim to be asserted against VDOT, the Company agreed in the Tolling Contract, if the Tolling Contractor so directs, to enforce its rights and remedies under the Comprehensive Agreement that relate to the Tolling Services in the same manner and with the same diligence as the Company would assert its own claims.

In addition, if the Comprehensive Agreement or VDOT so permits, the Tolling Contractor may participate directly in dispute resolution procedures under the Comprehensive Agreement regarding the Tolling Services or the Tolling Contractor’s performance of the Company’s obligations for which it is responsible, and control the

C-2 .

advancement of claims and assertion of defenses in the resolution of disputes under the Comprehensive Agreement regarding the Tolling Services. The Tolling Contractor must indemnify the Company for costs, expenses, losses and claims incurred or suffered in connection with its assertion of claims on behalf of the Tolling Contractor or resulting from the Tolling Contractor’s participation in or control of dispute resolution procedures under the Comprehensive Agreement.

Under the Tolling Contract, the Tolling Contractor is obligated to, on behalf of the Company, accommodate VDOT’s rights with respect to the Tolling Services under the Comprehensive Agreement, including the right to inspect the Tolling Services subject to and in accordance with the Comprehensive Agreement.


The Tolling Contractor is required to complete the TC Work by specified deadlines, subject only to extensions of time arising from (i) Delay Events, but only to the extent actually granted to the Company under the Comprehensive Agreement, (ii) Company-Caused Delays, subject to the limitations set forth in the Tolling Contract or (iii) any other circumstances expressly set forth in the Tolling Contract that extend the TC Work milestones, in each case, in accordance with the Tolling Contract. The schedule for performance of the TC Work is designed such that the Company’s corresponding obligations in the Comprehensive Agreement will be completed on or before the times required in the Comprehensive Agreement.

Under the Tolling Contract, the Tolling Contractor may not alter the critical path without the Company’s approval (which approval is subject to VDOT’s approval in accordance with the Comprehensive Agreement). If the progress of the TC Work does not conform to the TC Work schedule, as updated in accordance with the Tolling Contract, the Tolling Contractor must submit for the Company’s approval a recovery schedule as required by the Tolling Contract, and must reasonably consider revisions to the TC Work schedule proposed by the Company, or by VDOT under the Comprehensive Agreement, to achieve completion within the timeframe set forth in the Tolling Contract.

Tolling of the Project

In furtherance of the Company’s rights to the tolling revenue under the Comprehensive Agreement, the Tolling Contractor is responsible, during the Tolling O&M Period, for toll collection on behalf of the Company and charging of toll rates set in accordance with the Comprehensive Agreement, in addition to the incidental charges agreed to by the Company and VDOT under the Comprehensive Agreement. The Tolling Contractor may charge, debit and collect tolls through open road collection facilities that comply with all applicable laws relating to confidentiality and privacy of users of the Project or use remote sensing or other technologies which must be interoperable with E-ZPass or any successor to E-ZPass utilized on the State Highways at that time. The Tolling Contractor is also required to cooperate and coordinate its performance of the Tolling O&M Services with VDOT’s personnel performing toll transaction account management services in accordance with the Electronic Toll Collection Agreement and to cooperate with the Company to allow the Company to implement any violation enforcement system.

Compensation for TC Work

TC Work Contract Sum

The lump-sum, fixed-price payable to the Tolling Contractor by the Company for the full and complete performance of the TC Work under the Tolling Contract, and all costs incurred in connection therewith, is $9,651,304. A portion of the TC Work Contract Sum is to be paid from the Public Funds Amount the Company receives from VDOT under the Comprehensive Agreement, subject to the compliance by the Tolling Contractor with the requirements for the receipt of such funds specified in the Tolling Contract and the actual receipt of such funds by the Company under the Comprehensive Agreement. Under the Tolling Contract, the Tolling Contractor agreed that any failure by the Company to pay that portion of the TC Work Contract Sum due to the Tolling Contractor under the Tolling Contract that was to be paid with the proceeds of the Public Funds Amount will not constitute a breach or default by the Company under the Tolling Contract to the extent resulting from the failure by

C-3 .

VDOT to make the Public Funds Amount available at the time and in the amounts set forth in the Comprehensive Agreement. However, the Tolling Contractor has the right under the Tolling Contract to assert that a Delay Event has occurred under the Tolling Contract and suspend the applicable portion of the TC Work until payment of the Public Funds Amount is made but (i) solely to the extent such relief is available to the Company under the Comprehensive Agreement and (ii) unless such failure by VDOT to make the Public Funds Amount available to the Company under the Comprehensive Agreement is attributable to a breach by the Tolling Contractor of its obligations under the Tolling Contract. The Company agreed in the Tolling Contract to pursue all rights it may have under the Comprehensive Agreement as a result of such VDOT’s failure and to provide the Tolling Contractor with the benefit of any relief obtained by the Company thereunder.

Payment Schedule and Conditions to Scheduled Payments for TC Work

Payments by the Company to the Tolling Contractor for the TC Work will be made in monthly installments based on achievement of specified milestones set forth on the payment and values schedule set forth in the Tolling Contract, as confirmed by the Company and the lenders’ technical adviser and as may be adjusted in accordance with the Tolling Contract. No earlier than the third and no later than the fifth day of each month, the Tolling Contractor is required to submit to the Company its request for payment consisting of, among other things, (i) an invoice in the amount of the applicable scheduled payment, (ii) a certificate that the Tolling Contractor has achieved the specified milestones required for such payment in accordance with the payment and values schedule and attaching documentary evidence of the performance of the relevant portion of the TC Work that will allow the Company and the lenders' technical advisor to determine that such milestones have been achieved , (iii) an interim lien and claim waiver from the Tolling Contractor, including the certificate as to the absence of liens and other claims, or a bond meeting the requirements set forth in the Tolling Contract, (iv) the monthly progress report for the immediately preceding month, (v) a certificate that the amounts requested are eligible for reimbursement from federal-aid funds pursuant to applicable law and (vi) all other certifications, affidavits and information required under the Tolling Contract in connection with the Company’s disbursement request for public funds.

In addition, the Tolling Contractor is required to comply with the specified conditions to scheduled payments set forth in the Tolling Contract, including the timely payment to its subcontractors as required under applicable law and the relevant subcontracts and the approval of the request for payment by the lenders’ technical advisor. The Tolling Contractor is also required to certify, at the time of each scheduled payment, that the Project, the Project Right of Way and any and all interests and estates therein, and all improvements and materials placed on the Project Right of Way, are, to the extent of the most recent payment received by the Tolling Contractor, free from any and all liens, security interests, encumbrances and other claims, including but not limited to claims in the nature of mechanics’, labor or materialmen’s liens or otherwise, arising out of or in connection with performance by the Tolling Contractor or any of its subcontractors of the TC Work.

The Company will make the undisputed portion of the corresponding scheduled payment to the Tolling Contractor within 30 days after it receives the request for payment meeting the requirements set forth in the Tolling Contract. If the Tolling Contractor fails to comply with any of the conditions to scheduled payments, the Company may withhold all or part of any scheduled payment. If any lien, security interest, encumbrance or other claim is filed or notification of withholding money for labor or material furnished under the Tolling Contract is served on the Company, VDOT or any lender, the Company may withhold from any scheduled payment or other amount payable to the Tolling Contractor under the Tolling Contract an amount sufficient to discharge such liens or claims unless the Tolling Contractor furnishes a bond in form, substance and amount reasonably satisfactory to the Company, VDOT and the lenders, to protect the Company, the Project and the Project Right of Way against such liens or claims. If the Tolling Contractor does not furnish the required bond, the Company may discharge such lien or claim with the moneys withheld and for purposes of the Tolling Contract such moneys will be deemed to have been paid to the Tolling Contractor.

Compensation for the Tolling O&M Services

Tolling O&M Fee

The fixed annual base operating fee payable to the Tolling Contractor by the Company in equal monthly installments for the full and complete performance of the Tolling O&M Services under the Tolling Contract during

C-4 .

the Tolling O&M Period, and all costs incurred in connection therewith, is $2,721,660, as may be adjusted quarterly based on the trailing quarter’s video transaction volumes relative to the baseline forecast and the cost of any adjustment to services that the Company may request. In addition, the Company will pay to the Tolling Contractor certain other components of the annual operating fee for operations and maintenance services set forth in the Tolling Contract and will reimburse the Tolling Contractor for certain costs incurred by it during the performance of the Tolling O&M Services, including the postage and printing costs, VDOT's E-ZPass fee, E-ZPass credit card fee and video tolling credit card fee, as specified in the Tolling Contract. The annual operating fee, as adjusted under the Tolling Contract, and the reimbursable costs are collectively referred to as the “Tolling O&M Fee.”

Payment Schedule and Conditions to Payments of Tolling O&M Fee

No earlier than the third day and no later than the fifth day of each month, the Tolling Contractor is required to submit to the Company its request for payment for the Tolling O&M Fee consisting of (i) an invoice in the amount of the applicable monthly portion of the annual base operating costs for the preceding month, as it may be adjusted in accordance with the Tolling Contract, (ii) detailed description of any such adjustments to the annual base operating costs, (iii) a detailed invoice for the other components of the annual operating fee as specified in the Tolling Contract and (iv) a detailed description of any reimbursable costs incurred by the Tolling Contractor during the preceding month. In addition, the Tolling Contractor is required to comply with the specified conditions to payments of the Tolling O&M Fee, including the timely payment to its subcontractors as required under applicable law and the relevant subcontracts. If the Tolling Contractor fails to comply with any of the conditions to such payments, the Company may withhold all or part of any such payment. The Company will make the undisputed portion of the corresponding payment of the Tolling O&M Fee to the Tolling Contractor within 30 days after it receives the request for payment meeting the requirements set forth in the Tolling Contract.

Interest on Late Payments

Any undisputed amount not paid when due under the Tolling Contract will bear interest at the Bank Rate from the date such payment is due until the date it is actually paid and any disputed amount which is ultimately determined to be payable will bear interest at the Bank Rate from the date of such determination until the date it is actually paid. To the extent the Company is entitled to any such interest payment under the Comprehensive Agreement, the Tolling Contractor shall only be entitled to such payment to the extent that the Company actually receives the corresponding interest payment under the Comprehensive Agreement.


Guaranty

The Tolling Contractor has provided to the Company, on the Agreement Date, a parent company guaranty from the Tolling Guarantor, guaranteeing all of the Tolling Contractor’s obligations under the Tolling Contract up to $11,500,000, which amount will be reduced pursuant to the Tolling Contract by (i) $2,000,000 upon the Tolling Contractor’s posting of a letter of credit, (ii) $8,500,000 upon the Tolling Contractor’s posting of a performance and payment bond and (iii) $1,000,000 upon the Tolling Contractor’s posting of a warranty bond. If the limitation of liability under the guaranty is reduced upon provision of the performance bond, but the performance bond is not extended or renewed until the time the performance secured by such bond is completed, then the limitation of liability will increase by the amount of the performance bond.

Letter of Credit

Pursuant to the terms of the Tolling Contract, the Tolling Contractor is obligated to deliver to the Company a letter of credit issued by an LC Qualified Issuer in an amount of $2,000,000 as additional security for the Tolling Contractor’s performance of its obligations under the Tolling Contract. The letter of credit is required to name VDOT as a transferee beneficiary, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Tolling Contract. Upon achievement of final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract, the Tolling Contractor may reduce the amount of the letter of credit to $1,500,000, to remain in effect until the end of the TC Work

C-5 .

warranty period, but if any warranty claims remain unresolved past such period, the amount of the letter of credit must remain in effect until such claims are resolved but it may be further reduced to 150% of the amount of the outstanding warranty claims as determined by the Company in good faith. The Tolling Contractor is required to increase the amount of the letter of credit by 20% of the increase in the TC Work Contract Sum payable for the TC Work resulting from any scope change or work order to the extent the aggregate increase in such TC Work Contract Sum resulting from all scope changes exceeds $1,000,000. Upon achievement of final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract, the Tolling Contractor may, in lieu of the letter of credit, establish a cash collateral account for the benefit of the Company meeting the requirements specified in the Tolling Contract.

For so long as the Tolling Contractor is obligated to maintain the letter of credit under the Tolling Contract, not later than 30 days prior to the stated expiration date of the letter of credit the Tolling Contractor is required to renew or replace each outstanding letter of credit with a replacement letter of credit from an LC Qualified Issuer and having a stated amount equal to that of the letter of credit being renewed or replaced. In addition, if (i) the issuer of a letter of credit fails to meet the requirements of an LC Qualified Issuer or honor the beneficiary’s properly documented request to draw on an outstanding letter of credit or (ii) the issuer of an outstanding letter of credit indicates its intent not to renew such letter of credit, within five business days thereafter the Tolling Contractor must provide a substitute letter of credit from an LC Qualified Issuer other than the bank that has been downgraded or failed to honor the outstanding letter of credit. If the Company does not receive a replacement letter of credit from an LC Qualified Issuer within the specified time, it may draw on the full available amount of the letter of credit.

Retainage

The Company, in accordance with the Tolling Contract, may withhold from each scheduled payment due to the Tolling Contractor for the TC Work ten percent of the amount of such payment as retainage until the later of the date of successful completion of the factory acceptance test under the Tolling Contract and the date the Tolling Contractor provides the required letter of credit pursuant to the Tolling Contract, the Company may withhold as retainage the entire amount of each such payment other than the portion thereof, not to exceed $1,771,000 in the aggregate, certified by the Tolling Contractor to be payable to its subcontractors.

Upon successful completion of the factory acceptance test pursuant to the Tolling Contract, the Company is required to release to the Tolling Contractor (subject to other applicable provisions of the Tolling Contract) all retainage in excess of (i) ten percent of the total of the scheduled payments payable on or prior to the date of such release or (ii) if the Tolling Contractor has not provided the letter of credit pursuant to the Tolling Contract, $2,000,000. If the Tolling Contractor thereafter provides the letter of credit pursuant to the Tolling Contract, the Company agreed to release all retainage except for ten percent of the total of the scheduled payments payable on or prior to the date of such release. The Company is required to release fifty percent of remaining retainage to the Tolling Contractor (subject to other applicable provisions of the Tolling Contract) within 30 days after achievement of final acceptance of the last Existing Project Asset to achieve final acceptance under the Tolling Contract, other than the amount estimated by the Company to satisfy any outstanding warranty claims against the Tolling Contractor. The Company is required to release all remaining retainage (subject to other applicable provisions of the Tolling Contract) within 30 days after achievement of final acceptance of the New MLK Extension under the Tolling Contract, other than the amount estimated by the Company to be needed to satisfy any outstanding warranty claims against the Tolling Contractor plus 150% of the cost estimated by the Company to achieve TC Final Completion, which is to be released to the Tolling Contractor upon resolution of the applicable warranty claims or achievement of TC Final Completion, as the case may be.

Surety Bonds

Under the Tolling Contract, the Tolling Contractor may, but is not obligated to, provide the Company with a performance bond and a payment bond as security for the Tolling Contractor’s performance of the TC Work, naming each of the Company, the Collateral Agent and VDOT as dual obligees, each in a penal amount of $8,500,000. The performance bond may provide that the surety’s obligation to pay liquidated damages due under the Tolling Contract with respect to any Project Asset will not exceed $5,000 per day. Upon achievement of final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract, the penal amount of such bonds may be reduced to $1,500,000, and such reduced bonds must remain in effect until the

C-6 .

achievement of TC Final Completion. Upon TC Final Completion, the Tolling Contractor may, but is not obligated to, provide the Company with a warranty bond in a penal amount of $1,000,000 naming the Company, the Collateral Agent and VDOT as dual obligees.

Liquidated Damages and Bonus

Liquidated Damages

If the Tolling Contractor fails to achieve substantial completion of the Existing Project Assets or the New MLK Extension by the specified deadlines under the Tolling Contract or any such substantial completion is not achieved under the Comprehensive Agreement by the deadlines specified therein for reasons attributable to the Tolling Contractor, the Tolling Contractor is obligated to pay to the Company the following amounts as liquidated damages: (i) $12,500 for each of the first through the seventh days of the delay, (ii) $25,000 for each of the eighth through the 14th days of the delay, (iii) $37,500 for each of the 15th through the 21st days and (iv) $50,000 for each day from the 22nd day of the delay until the day on which substantial completion of the applicable Project Asset is achieved under the Tolling Contract. The Tolling Contractor will pay all undisputed liquidated damages monthly in arrears not later than 30 days after the end of each calendar month, subject to the Company’s rights of set-off.

The aggregate amount of liquidated damages payable by the Tolling Contractor under the Tolling Contract is limited to 30% of the TC Work Contract Sum.

Notwithstanding any extension of a scheduled substantial completion date with respect to the Existing Project Assets and the New MLK Extension as a result of a Delay Event, a Delay Event shall not excuse the Tolling Contractor’s obligation to pay liquidated damages under the Tolling Contract with respect to a failure to achieve substantial completion that would have been payable had the applicable scheduled substantial completion date not been extended. The Tolling Contractor shall be relieved from the obligation to pay such liquidated damages only if the applicable scheduled substantial completion date is extended under the Tolling Contract due to a Compensation Event or a Company-Caused Delay.

Early Completion Bonus

If the Tolling Contractor achieves substantial completion of each Existing Project Asset prior to the specified deadlines and the Tolling and O&M Work Commencement Date of all Existing Project Assets occurs prior to the specified deadlines, the Company will pay to the Tolling Contractor a bonus in the following amounts upon final acceptance of the last of the Existing Project Assets to achieve final acceptance under the Tolling Contract: (i) $12,500 for each of the first through the seventh days by which substantial completion under the Tolling Contract occurs prior to the applicable deadline, (ii) $25,000 for each of the eighth through the 14th days by which substantial completion under the Tolling Contract occurs prior to the applicable deadline, (iii) $37,500 for each of the 15th through the 21st days by which substantial completion under the Tolling Contract occurs prior to the applicable deadline and (iv) $50,000 for each day from the day on which substantial completion under the Tolling Contract with respect to the applicable Project Asset is achieved until the 22nd day by which substantial completion occurs prior to the applicable deadline. The actual amount payable as bonus may be reduced (by an amount not to exceed $150,000 in the aggregate, but in no event shall the bonus payable be reduced to less than $5,000 for each day by which substantial completion occurs prior to the applicable deadline with respect to an individual Project Asset) if the Company incurs costs to facilitate the Tolling Contractor’s performance in circumstances in which the bonus would not otherwise have been earned.


General

Under the Comprehensive Agreement, certain Company acts, omissions, breaches or failures to perform its obligations under the Comprehensive Agreement, as set forth on the non-compliance point table attached to the Tolling Contract, may result in the assessment of non-compliance points by VDOT under the Comprehensive Agreement. If the assessment of non-compliance points against the Company by VDOT under the Comprehensive

C-7 .

Agreement is attributable to the failure of the Tolling Services to conform to the requirements of the Tolling Contract, the Company may, among other things, require the Tolling Contractor to accelerate (at no cost to the Company) its correction and rectification of any deficient Tolling Services and TC Defects until the expiration of the applicable warranty period or incur additional costs itself, to be reimbursed by the Tolling Contractor, including for ordering acceleration of work by other contractors. Under the Tolling Contract, the Tolling Contractor has the right to dispute the existence of deficient Tolling Services or TC Defects.

VDOT’s Monitoring

If under the Comprehensive Agreement the Company is assessed an amount of non-compliance points equal to or greater than 40% of the total number of such points in the non-compliance point table in any consecutive 365-days period or maintains an amount of non-compliance points in respect of uncured performance shortfalls equal to or greater than 20% of the total number of non-compliance points in the non-compliance point table at any time, VDOT may increase the level of monitoring of the Project pursuant to the Comprehensive Agreement for a period of not less than 90 days. If any of such non-compliance points are attributable to the Tolling Services, the Tolling Contractor will pay to the Company such portion of VDOT’s allocable costs incurred by VDOT in performing its increased oversight during such period that are attributable to the Tolling Services, except to the extent such allocable costs were paid by the Tolling Contractor in the form of liquidated damages pursuant to the Tolling Contract, and the Company will pay same over to VDOT.

Performance Improvement Plan

If under the Comprehensive Agreement the Company accumulates an amount of non-compliance points equal to or greater than 60% of the total number of such points in the non-compliance point table in any consecutive 365-days period or allows to continue an amount of non-compliance points in respect of uncured performance shortfalls equal to or greater than 30% of the total number of non-compliance points in the non-compliance point table at any time, VDOT may require the Company to prepare and submit a proposed performance improvement plan for VDOT’s approval. If VDOT requires the preparation of the performance improvement plan under the Comprehensive Agreement and any of the underlying non-compliance points relate to the Tolling Services, the Company will notify the Tolling Contractor of same and the Tolling Contractor will prepare and submit for the Company’s approval such portion of the performance improvement plan that relate to the Tolling Services, within 20 days of the Company’s notice, setting forth a schedule and describing specific actions which the Tolling Contractor will undertake to improve its performance as demonstrated by reducing the frequency with which the Company is assessed non-compliance points attributable to Tolling Contractor’s performance and by the Company incurring no new uncured performance shortfalls following implementation of such portion of the performance improvement plan.

Changes

Scope Changes Generally

A “scope change” under the Tolling Contract is a material addition to, deletion from, suspension of or other modification to, the quality, function or intent of the Project as delineated in the scope document attached to the Tolling Contract, or a material change to the requirements of the Tolling Contract, but it does not include refinement, correction or detailing of the Tolling Services by the Company and the Tolling Contractor from time to time. Any scope changes in respect of a Delay Event, a Compensation Event or VDOT Changes must be formalized by issuance of a written scope change order in the form attached to the Tolling Contract. If VDOT’s approval of any scope change order in respect of a Company-Caused Delay is required under the Comprehensive Agreement and the Company is unable despite using its commercially reasonable efforts to secure such approval, then the Company will not be obligated to issue such scope change order, but the Tolling Contractor will have the right to seek monetary compensation from the Company pursuant to the dispute resolution procedures in the Tolling Contract to compensate it from any losses incurred as a result of the Company’s inability to issue such scope change order.

C-8 .

Scope Changes Initiated by the Tolling Contractor

General. The Tolling Contractor may initiate a scope change under the Tolling Contract, including as a result of the Company-Caused Delay. If the Company believes that a particular part of the Tolling Services is within the then-existing scope of the Tolling Services but the Tolling Contractor believes that such Tolling Services constitute a scope change, the Tolling Contactor is required to diligently proceed with such Tolling Services as directed in writing by the Company. If the disputed part of the Tolling Services is subsequently determined to constitute a scope change, then such Tolling Services will be deemed to have been the subject of a work order and the Company will issue a scope change order with respect thereto.

If the Tolling Contractor is affected by a Compensation Event or a Delay Event under the Comprehensive Agreement that relates to the Tolling Services, it will notify the Company thereof and such notice is required to be provided in such form and substance as is required to satisfy the Company’s obligations under the Comprehensive Agreement for such notice. Subject to the terms and conditions of the Tolling Contract, the Company is required to submit such notice to VDOT and assert its rights under the Comprehensive Agreement with respect to the Compensation Event or Delay Event claimed by the Tolling Contractor. If the Tolling Contractor fails to deliver a Delay Event or a Compensation Event notice within the specified period, it will be deemed to have irrevocably and forever waived and released any claim or right to time extensions, adjustment to the TC Work Contract Sum or the Tolling O&M Fee or any other relief, as applicable. All agreed changes to completion milestones and/or TC Work Contract Sum or the Tolling O&M Fee, as applicable, will be reflected in a scope change order entered into between the Company and the Tolling Contractor pursuant to the Tolling Contract.

Delay Events. Upon the occurrence of a Delay Event, the Tolling Contractor is required to promptly undertake efforts to mitigate its effects, including all steps that would generally be taken in accordance with good industry practice. Subject to the terms and conditions of the Tolling Contract and solely to the extent performance by the Company is excused by VDOT under the Comprehensive Agreement, a Delay Event will result in an extension of a scheduled substantial completion date, a scheduled final acceptance date, or the Long Stop Date by an equal number of days that the corresponding date is extended under the Comprehensive Agreement. Unless resulting from a Compensation Event or a Company-Caused Delay, any such time extension will not excuse the Tolling Contractor’s obligation to pay liquidated damages under the Tolling Contract that would have been payable had the scheduled substantial completion date not been extended.

Compensation Events. The Tolling Contractor may seek an adjustment to the TC Work Contract Sum or the Tolling O&M Fee, as applicable, in an amount necessary to compensate it for all reasonable, unavoidable costs and expenses incurred to perform changed work attributable to a Compensation Event and to mitigate or avoid the effects thereof (net of (i) all insurance proceeds payable to the Tolling Contractor with respect to such Compensation Event or that would be payable to it but for its failure to comply with the insurance requirements set forth in the Tolling Contract and (ii) any savings incurred by the Tolling Contractor as a result of the Compensation Event) plus reasonable profit and overhead, and will only receive such an adjustment to the TC Work Contract Sum or the Tolling O&M Fee, as applicable, as agreed among the Tolling Contractor, the Company and VDOT. All payments to the Tolling Contractor of amounts claimed in respect of a Compensation Event are strictly subject to the Company’s receipt thereof from VDOT.

Tolling Contractor’s Requests for Deviations. The Tolling Contractor may request the Company to approve any material proposed or actual change, deviation, modification, alteration or exception from any of the Technical Requirements by submitting a written change request in a form approved by the Company containing the details required therefor in accordance with the Tolling Contract, in addition to setting forth its estimate of impacts on costs and schedule attributable to the proposed deviation. The Company may in its sole discretion pass such change request for VDOT’s consideration pursuant to the Comprehensive Agreement and the Company’s and VDOT’s decision will not be subject to the dispute resolution procedures. If the requested deviation is approved by the Company and VDOT, the Tolling Contractor will be solely responsible for payment of any increased costs, any losses of gross revenues (net of tolling costs), all allocable costs and any schedule delays or other impacts resulting from the implementation of such deviation and conversely, if the implementation of such deviation results in any actual net cost savings, the Tolling Contractor will be entitled to 90% of the Company’s share of such savings, as determined by the Company and VDOT under the Comprehensive Agreement.

C-9 .

Scope Changes Initiated by the Company

The Company may order scope changes to the Tolling Services in accordance with the procedure set forth in the Tolling Contract, in which event one or more of the TC Work Contract Sum or the Tolling O&M Fee, as applicable, the payment and values schedule, the scheduled substantial completion dates and the Long Stop Date will be adjusted accordingly, if necessary, as agreed by the Company and the Tolling Contractor.

Work Orders

If the Tolling Contractor’s change order proposal is not agreed to by the Company, or if VDOT issues a directive letter pursuant to the Comprehensive Agreement, the Company may, at its option, execute and deliver to the Tolling Contractor a “work order” in lieu of the scope change order to proceed with the scope change that is the subject of a change order proposal or a directive letter. Payment for scope changes undertaken pursuant to a work order not resulting from VDOT’s issuance of a directive letter under the Comprehensive Agreement will be calculated in accordance with the agreed procedure set forth in the Tolling Contract, unless and until an adjustment to the TC Work Contract Sum or the Tolling O&M Fee, as applicable, has been agreed between the Company and the Tolling Contractor pursuant to an executed scope change order.

VDOT Changes

Under the Comprehensive Agreement, VDOT has the right at any time to authorize and/or require, pursuant to a change order and following the procedure set forth in the Comprehensive Agreement, changes in the work or the technical requirements set forth in the Comprehensive Agreement but VDOT may not require any change that is not in compliance with law, would contravene an existing governmental approval which cannot be corrected with the issuance of a revised approval, would cause an insurable risk to become uninsurable or give rise to a material and adverse health and safety issue. If the proposed VDOT Change relates to the Tolling Services, the Company will forward VDOT’s request for change proposal to the Tolling Contractor, who will then respond as to whether, in its opinion, the proposed VDOT Change constitutes a Compensation Event and if so, provide the required assessment of the effects of the proposed change. Thereafter, the Company and the Tolling Contractor are required under the Tolling Contract to exercise good faith efforts to negotiate a mutually acceptable change order, the issuance of which is subject to VDOT’s issuance of a corresponding change order under the Comprehensive Agreement. Following the issuance of the change order, the Tolling Contractor is required under the Tolling Contract to fulfill the Company’s obligations under the Comprehensive Agreement relating to VDOT’s change.

Subcontractors

Subject to the terms and conditions of the Tolling Contract, the Tolling Contractor may retain subcontractors to perform certain of its responsibilities under the Tolling Contract but the Tolling Contractor will remain fully and primarily responsible for the performance of such subcontractors. Certain equipment and services specified in an exhibit attached to the Tolling Contract may be provided only by subcontractors specified in such exhibit and before entering into any subcontract replacing such subcontractors, the Tolling Contractor is required to submit for the Company’s approval a true and complete copy of the proposed subcontract. In addition, the Tolling Contract contains a list of specific provisions and requirements that the Tolling Contractor’s subcontracts must contain.

Under the Tolling Contract the Tolling Contractor must obtain from all subcontractors guarantees and warranties on all machinery, equipment, services, materials, supplies and other items used and installed under the Tolling Contract, and such guarantees and warranties may not be amended, modified or otherwise discharged without the prior written consent of the Company. The Tolling Contractor is obligated to use commercially reasonable efforts to cause such guarantees and warranties from subcontractors having subcontracts for amounts in excess of $500,000 to cover periods of not less than (i) two years from the date of TC Final Completion with respect to the TC Work and (ii) one year from the end of the Tolling O&M Period with respect to the Tolling O&M Services, and to include parts, shipping, service and labor for all warranty repairs with respect thereto. At the Company’s request or, if later, upon the expiration of the applicable warranty period, the Tolling Contractor must assign to the Company or, as directed by the Company, to VDOT, all guarantees and warranties of all subcontractors then remaining in effect (and all such guaranties and warranties need be assignable to the lenders) but such

C-10 .

assignment will not relieve the Tolling Contractor of its warranty obligations under the Tolling Contract and the Tolling Contractor will have the prior right to enforce the guarantees and warranties of subcontractors to the extent necessary to assure satisfaction of its warranty obligations to the Company under the Tolling Contract.

Tolling Contractor’s Representations and Warranties

The Tolling Contractor makes certain representation and warranties for the benefit of the Company and those which are required to be made by the Company in the Comprehensive Agreement to the extent they relate to the Tolling Contractor and the Tolling Services. VDOT is an express third-party beneficiary of all such representations and warranties and has the right to pursue remedies for any breach of such representations and warranties when the Company or the lenders are not pursuing such remedies.

Warranties

The Tolling Contractor warrants to the Company that (i) all TC Work, including the related design of the tolling system, will satisfy the requirements of the Tolling Contract and the Comprehensive Agreement, (ii) all TC Work will be complete, conform to good industry practice and be new unless otherwise specified in the Tolling Contract, of good quality and free of defects in materials and workmanship and (iii) the final as-built drawings and construction documentation will be accurate and complete, comply with the requirements of the Tolling Contract and the Comprehensive Agreement and accurately reflect the condition of the Project as of final completion. These warranties relating to any Project Asset will be in effect for a period of one year after the date on which the applicable Project Asset achieves substantial completion pursuant to the Tolling Contract, subject to the extension for an additional one-year period from the date of repair or replacement of any TC Work that was repaired or replaced during the initial warranty period. In addition, the Tolling Contractor warrants to the Company that the Tolling O&M Services will conform to the good industry practice, the requirements of the Tolling Contract and the Comprehensive Agreement and be free from defects for one year following the provision of such services.

Subject to other remedies available to the Company described below as specified in the Tolling Contract, the Tolling Contractor is required, at its sole expense, upon demand by the Company (or VDOT to the extent permitted by the Comprehensive Agreement), to repair, replace or re-perform the deficient Tolling Services and/or rectify a TC Defect, and in such event, the Company (or VDOT to the extent permitted under the Comprehensive Agreement) may draw on any performance security provided by the Tolling Contractor to the extent of the cost of any work performed by the Company or VDOT. Alternatively, the Company (or VDOT to the extent permitted under the Comprehensive Agreement) is entitled to (i) suspend any affected portion of the Tolling Services until the Tolling Contractor fully cures or corrects the deficient Tolling Services or a TC Defect, (ii) subject to certain conditions, correct, reperform or rectify such deficient Tolling Services or TC Defects itself and obtain reimbursement of its allocable costs from the Tolling Contractor or from a draw on any performance security furnished pursuant to the Tolling Contract, (iii) if the Company determines that it is economically advantageous or otherwise necessary to correct such deficient Tolling Services or a TC Defect as part of the maintenance program, to do so and obtain reimbursement from the Tolling Contractor for incremental costs thereof or draw on the performance security provided by the Tolling Contractor under the Tolling Contract to cover such costs, or (iv) seek performance or reimbursement pursuant to the guaranty provided in connection with the Tolling Contract.

Company’s Right to Carry Out Work

If the Tolling Contractor defaults or neglects to carry out the Tolling Services in accordance with the requirements of the Tolling Contract or if there are TC Defects or deficiencies in the Tolling Services that the Tolling Contractor refuses or neglects to repair, and the Tolling Contractor fails within 30 days (or, if another period is expressly set forth in the Tolling Contract with regard to a specific aspect of the Tolling Services, the period so set forth) after receipt of written notice from the Company to commence and continue correction of such default, neglect, TC Defect or deficiency with diligence and promptness, the Company may, without prejudice to any other remedy it may have, correct same or cause it to be corrected in accordance with the Tolling Contract. If the Company does so, it will issue an appropriate scope change order to the Tolling Contractor deducting from the payments then or thereafter due the Tolling Contractor the reasonable, documented, out-of pocket cost of correcting such default, neglect, TC Defect or deficiency or if the payments due the Tolling Contractor are not sufficient to

C-11 .

cover such amount, the Tolling Contractor is required to pay the difference to the Company within 30 days after the Company issues an invoice for such amount together with supporting documentation.

Insurance

Owner-Controlled Insurance Program

The Company has elected to implement an owner-controlled insurance program with respect to the Project consisting of a series of insurance policies issued by one or more insurance companies. The Company can choose, at its sole discretion, to enroll the Tolling Contractor in any of the following coverages for TC Work performed by the Tolling Contractor and its subcontractors providing direct labor for construction activities at the Project Right of Way:

(i) General liability insurance. The general annual aggregate limit for such insurance is annually reinstated each policy year. Defense coverage is in addition to the policy limits. Completed-operations coverage will be extended for ten years beyond the earlier of the date of TC Final Completion or expiration of the final owner-controlled insurance program’s policies. A single limit applies for the ten-year period. Limits for bodily injury, including death arising from the bodily injury, and property damage are: (a) $2,000,000 for each occurrence, (b) $4,000,000 aggregate for completed operations and (c) $4,000,000 general annual aggregate.

(ii) Umbrella or Excess Liability Insurance. Limits for this coverage are not less than $500,000,000 per occurrence and in the aggregate. Coverage is excess and following form to the commercial general liability and employer’s liability policies. General aggregate limits are annually reinstated.

(v) Builders’ Risk Insurance. Such policy will include a limit of coverage of no less than $250,000,000 or sub-limits equal to the TC Work Contract Sum. The policy will also include a delayed-opening endorsement and business interruption endorsement of no less than $87,500,000 or amount required under the Comprehensive Agreement.

(vi) Contractor pollution liability. Such coverage is for not less than $25,000,000 per occurrence and in the aggregate. Coverage does not extend to hazardous materials transport and treatment/disposal facilities but it does cover liability arising out of hazardous material transport and non-owned treatment/disposal facilities.

The Tolling Contractor will participate in the owner-controlled insurance program’s general liability coverage as an additional named insured and in the pollution liability coverage as a named insured and is required to have its general liability and worker’s compensation policies endorsed to be primary and contributory to the owner-controlled insurance program. Participation by the Tolling Contractor’s eligible subcontractors is mandatory but they need to be enrolled in the program by the Tolling Contractor before starting work on the Project Right of Way. Except for completed operations coverage, the owner-controlled insurance program will terminate upon TC Final Completion and for enrolled subcontractors, upon the subcontractor’s completion of the TC Work at the Project Right of Way.

The Company will pay all owner-controlled insurance program’s premiums and other amounts owning to the insurers, except that the Tolling Build Contractor is responsible for deductibles that are attributable to the Tolling Contractor’s and its subcontractors’ performance of the TC Work.

Tolling Contractor-Provided Insurance

The Tolling Contractor is required to provide the following insurance coverages for the TC Work not provided by the owner-controlled insurance program:

(i) Comprehensive Agreement. Certain coverage required by the Comprehensive Agreement as specified in the relevant exhibit attached to the Tolling Contract, other than the amount of umbrella/excess liability coverage need to be increased from $5,000,000 to $10,000,000 per occurrence;

C-12 .

(ii) Railroad Protective Liability. Coverage is for not less than $5,000,000 per occurrence and $10,000,000 annual aggregate;

(iii) Contractor’s Equipment. Coverage for equipment to be utilized in connection with the TC Work; and

(iv) Contractors Pollution Liability. Coverage is to indemnify for bodily injury, property damage, or amounts which the Company, its employees, its agents, or the Company’s contractors are legally obligated to pay for clean up/remediation work arising out of the TC Work. Such coverage will be for not less than $3,000,000 any one claim and in the aggregate and will remain in full force and effect for during the performance of the TC Work with five years completed operations extension after substantial completion of each stage of the TC Work under the Tolling Contract.

In addition, the Tolling Contractor is required to provide and maintain at its own expense the insurance coverages required by the Comprehensive Agreement as specified in the exhibit attached to the Tolling Contract during the performance of the Tolling O&M Services and during any time period following the end of the Tolling O&M Period if the Tolling Contractor is required to return and perform any additional work.

The terms of all insurance policies to be provided by the Tolling Contractor need to be reasonably satisfactory to the Company and VDOT and deductibles and all related expenses for such insurance policies will be borne by the Tolling Contractor. Except for professional liability insurance, worker’s insurance and employer’s insurance, VDOT will be named as an additional insured on a primary, non-contributory basis, and except for professional liability insurance and worker’s insurance, each of the Company, lenders and the lenders’ technical adviser will also be named as an additional insured on a primary and non-contributory basis as their interests may appear.

Indemnity

Indemnities by the Tolling Contractor Pursuant to the terms of the Tolling Contract, the Tolling Contractor is required to indemnify, defend and hold harmless the Company, the State Indemnitees, the lenders, the independent engineer, each of their subsidiaries and Affiliates and the directors, officers, agents, employees and successors against any losses actually suffered or incurred (except to the extent such losses are solely caused by the misconduct, negligence or other culpable act, error or omission of another such indemnitee) due to third-party claims to the extent the losses are caused by, among other things, (i) failure by the Tolling Contractor to comply with the TC Contract Documents or actual or alleged breach by it of its representations and warranties set forth therein, (ii) misconduct, negligence or other culpable act, error or omission of a Tolling Contractor Party in connection with the Project, (iii) patent or copyright infringement or other similar misuse by a Tolling Contractor Party of the protected Project information, (iv) claim related to the acquisition of property acquired by the Tolling Contractor in connection with the performance of the Tolling Services or (v) nonpayment of amounts due as a result of furnishing materials to the Tolling Contractor or any subcontractor in connection with the Tolling Services to the extent the Company has paid the Tolling Contractor all undisputed amounts under the Tolling Contract. Furthermore, until the end of the applicable statute of repose (unless the applicable statute of limitations precludes a claim by the Company at such time), the Tolling Contractor is required to indemnify, defend and hold harmless the Company from and against any losses resulting from deficient TC Work or TC Defects that arise after TC Final Completion or deficient Tolling O&M Services and TC Defects that arise after the end of the Tolling O&M Period, as well as costs incurred by the Company to remedy or rectify deficient Tolling Services or TC Defects that the Tolling Contractor does not remedy or rectify during the applicable warranty period under the Tolling Contract. In addition, the Tolling Contractor is also required to indemnify, protect, defend, and hold harmless and release the same indemnitees against all third-party claims, subject to certain limitations set forth in the Design Build Contract, to the extent caused by (i) hazardous substances brought by a Tolling Contractor Party onto the Project Right of Way, (ii) failure of a Tolling Contractor Party to comply with any requirement of the TC Contract

C-13 .

Documents relating to hazardous substances or applicable environmental laws and governmental approvals or (iii) the exacerbation, release, spreading, migration, or toxicity of hazardous substances due to the negligence, recklessness, or willful misconduct of a Tolling Contractor Party. Indemnities by the Company

Under the Tolling Contract, the Company must indemnify, defend, and hold harmless the Tolling Contractor, its Affiliates and their respective directors, officers, agents, employees, successors and assigns from and against any losses actually suffered or incurred by them (except to the extent solely caused by the misconduct, negligence or other culpable act, error or omission of another such indemnitee) to the extent due to third-party claims that are based upon any failure by the Company to comply with the terms or conditions of the Tolling Contract.


The total liability of the Tolling Contractor under the Tolling Contract, including liquidated damages paid thereunder, is limited to (i) for the TC Work, $8,500,000 until final acceptance has been achieved under the Tolling Contract for the last of the Existing Project Assets, at which time such limit will be reduced to $1,500,000 and (ii) for the Tolling O&M Services, 100% of the sum of the annual base operating fee, as may be adjusted, and reimbursable costs actually paid in the year in which the event giving rise to the liability occurred. Such limitations do not apply to the proceeds of insurance (not to exceed amounts required to be maintained by the Tolling Contractor under the Tolling Contract), liabilities arising from gross negligence, willful misconduct or actual fraud of the Tolling Contractor or its abandonment of the performance of the Tolling Services, or the Tolling Contractor’s indemnity obligations under the Tolling Contract.

Suspension Rights

Under the Tolling Contract, the Company may elect to suspend all or a part of the Tolling Services upon 10 days prior written notice to the Tolling Contractor or in emergency situations upon such prior notice as circumstances permit. In the event of such suspension, the Tolling Contractor is entitled to make a claim for a scope change order due to a Company-Caused Delay for schedule and/or price relief in accordance with the terms of the Tolling Contract. In the event all the Tolling Services are suspended for a period of 365 consecutive days, the Tolling Contractor may terminate the Tolling Contract upon written notice to the Company. In addition, the Company will suspend the Tolling Services if VDOT suspends the same under the Comprehensive Agreement, subject to the Tolling Contractor’s right to direct the Company in accordance with the terms of the Tolling Contract to dispute such VDOT suspension order. Termination Rights

Tolling Contractor Default The Tolling Contract provides for the following defaults by the Tolling Contractor:

(a) any representation or warranty made by the Tolling Contractor in the Tolling Contract is false or misleading in any respect on the date made and a material adverse effect upon the Company or the Project results therefrom and such circumstance continues without cure for a period of 30 days following the date the Company delivers to the Tolling Contractor written notice thereof, with cure regarded as complete only when the adverse effects are remedied;

(b) the Tolling Contractor fails to comply with, perform or observe any material obligation, covenant, term or condition in the Tolling Contract (other than the failure to achieve any goals or good faith efforts relating to DBE or SWaM participation as set forth in the Tolling Contract and other events otherwise covered in other specified defaults) and such failure continues without cure for a period of 30 days following the date the Company delivers to the Tolling Contractor written notice thereof (giving particulars of the failure in reasonable detail) or for such longer period as may be reasonably necessary to cure such failure up to a maximum cure period of 90 days;

C-14 .

provided, that in the latter case, (i) the Tolling Contractor is proceeding with all due diligence to cure or cause to be cured such failure, (ii) the failure is capable of being cured within a reasonable period of time, and (iii) such failure is in fact cured within such period of time;

(c) the Tolling Contractor fails to pay to the Company when due any undisputed sum payable to the Company pursuant to the Tolling Contract and such failure, including any failure to pay interest at the Bank Rate from the date due, continues without cure for a period of 30 days following the date the Company delivers to the Tolling Contractor written notice thereof (which notice requirement will be waived if law precludes the giving of notice);

(d) the Tolling Contractor closes all or part of a Project Asset to traffic at any time following the commencement of tolling and operation and maintenance work for such Project Asset, other than in connection with any permitted closure as agreed in the Tolling Contract, and such closure continues without cure for a period of eight days following the date the Company delivers to the Tolling Contractor written notice thereof;

(e) the Tolling Contractor fails to achieve substantial completion under the Tolling Contract of all of the Project Assets by the Long Stop Date, as such date may be extended pursuant to the Tolling Contract;

(f) the Tolling Contractor fails to commence the performance of the Tolling O&M Services within five days following the date on which the Company forwards to the Tolling Contractor VDOT’s Tolling and O&M Work Notice to Proceed issued under the Comprehensive Agreement and such failure continues without cure for a period of five days following the date the Company delivers to the Tolling Contractor written notice thereof;

(g) the Tolling Contractor fails to maintain, or to cause to be maintained, in effect the insurance, the letter of credit or the guaranty as and when required pursuant to the Tolling Contract for the benefit of relevant parties, or fails to comply with any requirement of the Tolling Contract pertaining to the amount, terms or coverage of the same and such failure continues without cure for a period of ten business days following the date the Company delivers to the Tolling Contractor written notice thereof (which notice requirement will be waived if law precludes the giving of notice);

(h) the Tolling Contractor (A) fails to deliver to the Company, within the deadline for submission set forth in the Tolling Contract, a required portion of the performance improvement plan meeting the requirements for the Company’s approval thereof as set forth in the Tolling Contract and such failure continues without cure for a period of 20 days following the date the Company delivers to the Tolling Contractor written notice of such failure or (B) fails to take actions to reduce the number of accumulated non-compliance points by the Company under the Comprehensive Agreement that relate to the Tolling Services below the level in effect prior to the implementation of the portion of the approved performance improvement plan relating to the Tolling Services (after taking into account the subtraction and reduction of non-compliance points as required by the Tolling Contract) within the 180-day period described in the Tolling Contract;

(i) the Tolling Contract is Transferred by the Tolling Contractor, or there occurs a change in control, in contravention of the terms of the Tolling Contract;

(j) after exhaustion of all rights of appeal, (i) there occurs any suspension or debarment (distinguished from ineligibility due to lack of financial qualifications), or there goes into effect an agreement for voluntary exclusion, of the Tolling Contractor, any affiliate of the Tolling Contractor (as “affiliate” is defined in 29 CFR 98.905 or successor regulation of similar import) other than the Company, or Tolling Contractor’s key team members, Faneuil, Inc., whose work is not completed under any subcontract, from bidding, proposing or contracting with any federal or Commonwealth department or agency or (ii) the Tolling Contractor, Faneuil, Inc. who is performing ongoing Tolling Services, or any of their respective officers, directors, or administering employees have been convicted of, or plead guilty or nolo contendere to, a violation of law for fraud, conspiracy, collusion, bribery, perjury, or material misrepresentation, as a result in whole or in part of activities relating to any project in the Commonwealth, and such failure continues without cure for a period of 75 days following the date the Company delivers to the Tolling Contractor written notice thereof (giving particulars of the failure in reasonable detail). If the offending person is an officer, director or administering employee, cure will be regarded as complete when the

C-15 .

Tolling Contractor proves that such person has been removed from any position or ability to manage, direct or control the decisions of the Tolling Contractor or Faneuil, Inc. (as applicable) or to perform Tolling Services; and if the person debarred or suspended or subject to an agreement for voluntary exclusion is an affiliate of the Tolling Contractor (as “affiliate” is defined in 29 CFR 98.905 or successor regulation of similar import), other than the Company or Faneuil, Inc, cure will be regarded as complete when the Tolling Contractor replaces such person in accordance with the Tolling Contract;

(k) the Tolling Contractor or the Tolling Guarantor (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or files any other petition or answer seeking, consenting to or acquiescing in any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, or (iv) seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Tolling Contractor or the Tolling Guarantor, or of all or any substantial part of its properties;

(l) within 60 days after the commencement of any proceeding against the Tolling Contractor or the Tolling Guarantor seeking any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, such proceeding has not been dismissed, or, within 60 days after the appointment, without the consent or acquiescence of the Tolling Contractor or the Tolling Guarantor, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Tolling Contractor or the Tolling Guarantor or of all or any substantial part of its properties, such appointment has not been vacated or stayed on appeal or otherwise, or, within 60 days after the expiration of any such stay, such appointment has not been vacated;

(m) a levy under execution or attachment has been made against all or any part of the Project or any interest therein (including the Company’s Interest) as a result of any lien created, incurred, assumed or suffered to exist by the Tolling Contractor or any person claiming through it, and such execution or attachment has not been vacated, removed or stayed by court order, bonding or otherwise within a period of 60 days, unless such levy resulted from actions or omissions of the Company, VDOT or their respective representatives;

(n) the Tolling Contractor repudiates the Tolling Contract or its obligations thereunder, or abandons any material part of the Tolling Services;

(o) the Tolling Contractor fails to diligently implement a recovery plan adopted pursuant to the Tolling Contract;

(p) the Tolling Contractor’s payment of amounts due the Company or any other person under the Tolling Contract to which the limitation of liability specified in the Tolling Contract applies (including with respect to liquidated damages) equals or exceeds such limitation of liability, or the Tolling Contractor so asserts in writing, except to the extent the Tolling Contractor irrevocably waives such limitation of liability, or agrees to an increase in such limitation of liability, in each case in a writing acceptable to the Company in its sole discretion;

(q) the Tolling Contractor fails to commence, within ten days of the issuance of any notice to proceed, performance of the TC Work that is the subject of such notice to proceed; and

(r) VDOT terminates the Comprehensive Agreement as a result of the Tolling Contractor’s breach of its obligations under the Tolling Contract.

If a default by the Tolling Contractor occurs, the Company may terminate the Tolling Contract in accordance therewith. If such termination occurs prior to TC Final Completion and the Comprehensive Agreement is in effect, the Company may cause the TC Work to be completed by other contractors and the Tolling Contractor is required to pay for the cost of such completion and losses suffered by the Company to the extent the same exceed the TC Work Contract Sum. If VDOT terminates the Comprehensive Agreement as a result of a breach by the Tolling Contractor of its obligations under the Tolling Contract that was not caused by the Company’s failure to perform its obligations under the Tolling Contract, the Tolling Contractor is required to compensate the Company for any losses incurred as a result of such termination, including any amounts required to be paid to the Company’s

C-16 .

lenders. Under such circumstances, the Tolling Contractor is also required to pay to the Company an additional amount equal to the amount of all equity invested in the Company by its direct and indirect owners, but the Tolling Contractor shall not be liable for any return on such equity. Company Default The Tolling Contract contains the following defaults by the Company:

(a) the Company (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or files any other petition or answer seeking, consenting to or acquiescing in any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, or (iv) seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Company or of all or any substantial part of its properties;

(b) within 60 days after the commencement of any proceeding against the Company seeking any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, such proceeding has not been dismissed, or, within 60 days after the appointment, without the consent or acquiescence of the Company, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Company or of all or any substantial part of its properties, such appointment has not been vacated or stayed on appeal or otherwise, or, within 60 days after the expiration of any such stay, such appointment has not been vacated; or

(c) the Company fails to pay to the Tolling Contractor when due any undisputed sum payable to the Tolling Contractor pursuant to the Tolling Contract and such failure, including any failure to pay interest at the Bank Rate from the date due, continues without cure for 30 days following the date the Tolling Contractor delivers to the Company written notice thereof (which notice requirement will be waived if law precludes the giving of notice).

Upon the occurrence of the Company’s default under the Tolling Contract, the Tolling Contractor may, subject to the applicable direct agreement with the lenders and the rights of VDOT under the Comprehensive Agreement, terminate the Tolling Contract in accordance therewith, other than upon the occurrence of a Company default described in clause (c) above. If such default described in clause (c) above occurs, the Tolling Contractor may suspend performance of the TC Work and, if the Company fails to pay the undisputed portion of amount due within 90 days after written notice of such non-payment (which notice requirement will be waived if law prohibits the giving of such notice), it may then terminate the Tolling Contract. In the event of such termination, the Tolling Contractor will, subject to to certain conditions, be entitled to a termination payment equal to the sum of (i) that portion of the TC Work Contract Sum or the Tolling O&M Fee, as applicable, attributable to the Tolling Services completed up to the date of termination, (ii) retainage held by the Company and (iii) reasonably incurred direct, out-of-pocket demobilization costs and costs incurred in terminating its subcontractors relating to the Tolling Services. Termination for Company Default under the Comprehensive Agreement If VDOT terminates the Comprehensive Agreement due to a Company Default thereunder that is not attributable to a failure of the Tolling Contractor to perform its obligations under Tolling Contract, the Tolling Contract will automatically terminate, subject to the lenders’ direct agreement and the rights of VDOT under the Comprehensive Agreement, and the Tolling Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Tolling Contract. Termination for Significant Force Majeure Event If VDOT terminates the Comprehensive Agreement due to the occurrence of a Significant Force Majeure Event, the Tolling Contract will automatically terminate as of the termination date of the Comprehensive Agreement and the Tolling Contractor will be entitled to a termination payment equal to the sum of that portion of the TC Work Contract Sum or Tolling O&M Fee, as applicable, attributable to the Tolling Services completed up to the date of termination, together with any retainage then held by the Company, but such payment will be limited to the portion

C-17 .

of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the Tolling Services and the insurance proceeds actually received by the Company in connection with the event giving rise to the termination pursuant to the insurance policies the Company is obligated to maintain under the Tolling Contract. VDOT’s Termination of the Comprehensive Agreement for Convenience

If VDOT terminates the Comprehensive Agreement for convenience, the Tolling Contract will automatically terminate as of the termination date of the Comprehensive Agreement and the Tolling Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Tolling Contract but such amount will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the Tolling Services.

Company’s Termination for Convenience The Company may terminate the Tolling Contract for its convenience at any time upon not less than ten

days' prior written notice, in which case the Tolling Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Tolling Contract. Dispute Resolution

General

The Tolling Contractor and the Company have agreed to resolve any disputes arising out of the Tolling Contract first through negotiations between designated representatives and if such process is not successful within 10 days of its initiation, either party may submit the dispute involving any claim or controversy between the parties not exceeding $500,000 in value to binding arbitration in accordance with the terms of the Tolling Contract.

Disputes Involving Technical Requirements

If the Tolling Contractor disputes a VDOT directive issued in accordance with the Comprehensive Agreement that relates to the Tolling Services, and the Tolling Contractor, the Company and VDOT have not been able to resolve such dispute through good faith negotiations between designated representatives, then under the Comprehensive Agreement each of the Company and VDOT has the right: (i) first, to initiate the specified steering committee process, and (ii) then, if applicable, the mediation process. The Tolling Contractor may, subject to the terms and conditions of the Tolling Contract, direct the Company to commence and proceed with such processes. If such dispute remains unresolved, under the Comprehensive Agreement each of the Company and VDOT has the right to proceed with the TR Formal Dispute Panel process set forth thereunder.

Concurrent Disputes

If any issue in dispute between the Tolling Contractor and the Company under the Tolling Contract is also the subject of, or relates to, a dispute being or to be determined under the Comprehensive Agreement, the Tolling Contractor and the Company agreed to cause the dispute under the Tolling Contract to be consolidated with the dispute resolution process or litigation occurring under the Comprehensive Agreement. If such consolidation does not occur, then any ongoing proceeding regarding the dispute under the Tolling Contract will be stayed pending final resolution of the dispute under the Comprehensive Agreement, which resolution will be binding on the Tolling Contractor and the Company for all purposes of the Tolling Contract.

If any dispute arises between the Tolling Contractor and the Company under the Tolling Contract with respect to a matter that is already the subject of, or shares common issues of law or fact with, an ongoing dispute being determined under the Design Build Contract, the dispute under the Tolling Contract will be consolidated with the dispute occurring under the Design Build Contract and will be resolved under the Design Build Contract.

C-18 .

Assignment

Neither the Company nor the Tolling Contractor has the right to assign or otherwise transfer the Tolling Contract without the prior written consent of the other party, which consent may be granted or withheld in the sole discretion of such other party, except the Company may assign all of its rights and interests in and under the Tolling Contract without the Tolling Contractor’s consent to (i) its lenders as collateral security for its obligations and such lenders may further assign such rights as provided in the applicable direct agreement and (ii) VDOT. Specified changes in control of the Tolling Contractor will be deemed to be a transfer for the purposes of this restriction.

In the event of the transfer of 50% or more of the equity interests in Tolling Contractor’s subsidiary, VE Systems, LLC (“VES”), or any transfer of interest or other transaction that results, directly or indirectly, in a change in possession of the power to direct or control or cause the direction or control of the management of VES by the Tolling Contractor or a material aspect of VES’ business that includes the performance of obligations similar to that of the Tolling Contractor under the Tolling Contract, then the Tolling Contractor will assign to VES or the transferee entity the Tolling Contract and each of the Tolling Contractor’s subcontracts, but such assignment will not relieve the Tolling Contractor of its obligations or liabilities under the Tolling Contract that have accrued prior to the date of such assignment unless any such obligation or liability is expressly assumed by VES or the transferee entity, as the case may be. The Tolling Contractor is required to provide not less than 30 days’ prior written notice to the Company of any such proposed transfer, and the Tolling Contractor and either VES or the transferee entity, as applicable, will execute an assignment and assumption agreement in the form attached to the Tolling Contract. In addition, the Tolling Contractor is required to cause VES or the transferee entity, as applicable, to assume the applicable direct agreement with the lenders and expressly acknowledge in writing to the Trustee to be bound by and perform the obligations of the Tolling Contractor under such agreement.

DBE and SWaM Requirements

During performance of the TC Work, under the Comprehensive Agreement VDOT has established a goal of 12% for DBE participation and 23% for SWaM participation, such percentages totaling an aggregate goal of 35% of the TC Work Contract Sum. The Tolling Contractor must make good faith efforts to meet the goal either through obtaining enough DBE and SWaM participation or documenting the good faith efforts it made to do so.

The annual and long-term participation SWaM goal for the Tolling Contractor in performing the Tolling O&M Services is 25% and the long-term participating DBE goals for the Tolling Contractor in performing the Tolling O&M Services is 15%.

The Tolling Contractor will provide information on its DBE and SWaM participation to the Company, who will provide same to VDOT, and VDOT may include those participation rates, as appropriately adjusted, with its own towards the state’s long-term goal. The Tolling Contractor will also submit quarterly reports of good faith efforts documentation and DBE and SWaM payments to the Company for forwarding to VDOT’s representative and will provide additional information required for the Company to meet its DBE/SWaM reporting requirements under the Comprehensive Agreement.

D-1 .

Appendix D

SUMMARY OF CERTAIN PROVISIONS OF THE DESIGN BUILD CONTRACT

The following is a summary of selected provisions of the Design Build Contract and is not a full statement of the terms of such agreement. Accordingly, the following summary is qualified in its entirety by reference to the Design Build Contract and is subject to the full text of such agreement. A copy of the Design Build Contract is available, free of charge, upon request from the Company or the Trustee. Unless otherwise stated, any reference in this Official Statement to the Design Build Contract shall mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date hereof.

Design Build Contractor

The Design Build Contractor is a joint venture comprised of Skanska USA Civil Southeast Inc., Kiewit Infrastructure Co. and Weeks Marine, Inc. See “PROJECT PARTICIPANTS – Design Build Contractor and the Design Team” for more information about the members of the Design Build Contractor. The members of the Design Build Contractor are jointly and severally liable for the obligations of the Design Build Contractor under the Design Build Contract.

Scope of Work

The DB Work to be undertaken by the Design Build Contractor under the Design Build Contract on a lump-sum, fixed-price, turnkey basis includes fulfilling all of the Company’s obligations under the Comprehensive Agreement to design, rehabilitate, construct, commission and complete the Project, other than certain work relating to the design and construction of the tolling components of the Project to be undertaken by the Tolling Contractor pursuant to the Tolling Contract. The DB Work includes the provision of all materials, equipment and labor to perform the DB Work reasonably inferable from the Design Build Contract, as well as all Project Right of Way acquisition work necessary for construction of the Project, including all appraisals, negotiations with landowners and utility owners and relocation assistance, and relocation of utilities needed to accommodate construction of the Project. Except as provided in the Design Build Contract with respect to the acquisition of certain railroad easements and with respect to certain lease payments which may be required to be made to the Virginia Port Authority, the Design Build Contractor is also obligated under the Design Build Contract to acquire, at its own cost and expense, any property, temporary easements or other property rights outside of the Project Right of Way required for the performance of the DB Work, including those necessary to accommodate laydown, staging, drainage and other construction methods in connection with the construction of the Project.

In addition, the Design Build Contractor is required to obtain and maintain all governmental approvals necessary for the DB Work, provide appropriate oversight, management and reporting of the DB Work such that the Project is designed, rehabilitated, constructed, completed and delivered in accordance with the Design Build Contract, and cooperate and coordinate the DB Work with the Tolling Contractor and other Company contractors, including in accordance with the Interface Agreement.

Standard of Performance

The Design Build Contractor is required to perform the DB Work in accordance with the Design Build Contract, the Comprehensive Agreement and the other DB Contract Documents, the Standard of Care, applicable law and standards, governmental approvals, good industry practice and the requirements of the applicable insurance policies required to be maintained under the Design Build Contract, and the portion of the Project included in the DB Work is required to be constructed and erected in a good and workmanlike manner.


Under the Design Build Contract, subject to certain exceptions (including with respect to Company-Caused Delays), the Design Build Contractor is only entitled to relief or compensation in the event and only to the extent that the Company actually receives the corresponding relief or compensation under the Comprehensive Agreement.

D-2 .

If the parties are unable to agree on the amount and other terms of a claim to be presented by the Company to VDOT under the Comprehensive Agreement, the Company agreed in the Design Build Contract, if the Design Build Contractor so directs, to enforce its rights and remedies under the Comprehensive Agreement that relate to the DB Work in the same manner and with the same diligence as the Company would assert its own claims.

In addition, if the Comprehensive Agreement or VDOT so permits, the Design Build Contractor may participate directly in dispute resolution procedures under the Comprehensive Agreement regarding the DB Work or the Design Build Contractor’s performance of the Company’s obligations for which it is responsible, and control the advancement of claims and assertion of defenses in the resolution of disputes under the Comprehensive Agreement regarding the DB Work. The Design Build Contractor is required to indemnify the Company for costs, expenses, losses and claims incurred or suffered in connection with the Company's assertion of claims on behalf of the Design Build Contractor or resulting from the Design Build Contractor’s participation in or control of dispute resolution procedures under the Comprehensive Agreement.

Under the Design Build Contract, the Design Build Contractor is obligated to, on behalf of the Company, accommodate VDOT’s rights with respect to the DB Work under the Comprehensive Agreement, including the right to access to the Project Right of Way and the right to inspect the DB Work subject to and in accordance with the Comprehensive Agreement.


The Design Build Contractor is required to complete the DB Work by specified deadlines, subject only to extensions of time arising from (i) Delay Events, but only to the extent actually granted to the Company under the Comprehensive Agreement, (ii) Company-Caused Delays, subject to the limitations set forth in the Design Build Contract or (iii) any other circumstances expressly set forth in the Design Build Contract that extend the DB Work milestones, in each case in accordance with the Design Build Contract. The schedule of the DB Work under the Design Build Contract is designed such that the Company’s corresponding obligations in the Comprehensive Agreement will be completed on or before the times required in the Comprehensive Agreement.

The Design Build Contractor is required to achieve substantial completion under the Design Build Contract for the applicable Project Asset on or before the following deadlines, which may be extended for Delay Events from time to time pursuant to the Design Build Contract:

(i) Existing Downtown Tunnels: the date that is 1,576 days following the Financial Close Date.

(ii) Existing Midtown Tunnel: the date that is 2,219 days following the Financial Close Date.

(iii) New Midtown Tunnel: the date that is 1,716 days from the Financial Close Date.

(iv) New MLK Extension: the date that is 1,715 days from the Financial Close Date.

The Design Build Contractor is required to achieve final acceptance under the Design Build Contract for each of the Project Assets by no later than 90 days after the substantial completion of the applicable Project Asset under the Design Build Contract, which deadlines are subject to adjustment for Delay Events in accordance with the Design Build Contract.

Under the Design Build Contract, the Design Build Contractor may not alter the critical path without the Company’s approval (which approval is subject to VDOT’s approval in accordance with the Comprehensive Agreement). If the progress of the DB Work does not conform to the baseline schedule, as updated under the Design Build Contract, the Design Build Contractor must submit for the Company’s approval a recovery schedule as required by the Design Build Contract, and must reasonably consider revisions to the baseline schedule proposed by the Company, or by VDOT under the Comprehensive Agreement, to achieve completion within the timeframe set forth in the Design Build Contract.

D-3 .

Site Conditions

Subject to certain exceptions specified in the Design Build Contract, the Design Build Contractor bears the risk of all conditions occurring on, under or about the Project Right of Way on which the DB Work is performed, including physical conditions of an unusual nature that differ materially from those ordinarily encountered in the area, changes in surface topography, variations in subsurface moisture content, utility facilities, hazardous substances including contaminated groundwater, any archeological, paleontological or cultural resources and any species listed as threatened or endangered under federal or state endangered species law. However, the foregoing does not limit the Design Build Contractor's rights with respect to Compensation Events and Delay Events, subject to and in accordance with the Design Build Contract.


General

Under the Design Build Contract, the Design Build Contractor is responsible for the management, treatment, handling, storage, monitoring, remediation, removal, transport and/or disposal of any hazardous substances the presence of which constitutes a Hazardous Environmental Condition that are discovered on, in or under the Project’s Right of Way associated with each Project Asset commencing with the effective date of the earlier to occur of (i) the first construction segment notice to proceed issued with respect to such Project Asset or (ii) the issuance of a limited notice to proceed under the Design Build Contract with respect to such Project Asset (but limited to the Project Right of Way on which the DB Work is performed pursuant to such limited notice to proceed), and ending on the substantial completion date of such Project Asset.

Remedial Actions

Subject to the terms and conditions of the Design Build Contract, if the Design Build Contractor encounters any Hazardous Environmental Condition, the Design Build Contractor is required to promptly notify the Company and VDOT thereof and, in the case of Hazardous Environmental Conditions that are attributable to known pre-existing hazardous substances, proceed with remedial actions set out in the environmental management plan. For all other Hazardous Environmental Conditions, the Design Build Contractor is required to develop a remedial action plan setting out the scope of the actions it proposes to take in relation to the relevant Hazardous Environmental Condition. The Design Build Contractor is also obligated to obtain all governmental approvals relating to remedial actions and is solely responsible for compliance with such approvals and applicable environmental laws.

Pre-Existing Hazardous Substances

Under the Comprehensive Agreement VDOT agreed to reimburse, to the extent permitted by law, the Company for its costs for remedial actions with respect to any unknown pre-existing hazardous substances, the presence of which constitutes a Hazardous Environmental Condition. Under the Design Build Contract, the Design Build Contractor must prepare all necessary documentation seeking such reimbursement for submittal by the Company to VDOT, and the Company will pay over to the Design Build Contractor the reimbursed amounts to the extent received by it under the Comprehensive Agreement. Other than with respect to the unknown pre-existing hazardous substances, the Design Build Contractor will bear all costs and expenses of preparing and complying with any remedial action plan, obtaining and complying with governmental approvals pertaining to Hazardous Substances and otherwise carrying out remedial actions.

Contract Price and Payments

Contract Price

The lump-sum, fixed-price payable to the Design Build Contractor by the Company for the performance of the DB Work under the Design Build Contract, and all costs incurred in connection therewith, is $1,460,130,000, subject to the specified upward adjustments on the Financial Close Date (as may be further adjusted in accordance with the Design Build Contract). A portion of the Contract Price is to be paid from the Public Funds Amount the

D-4 .

Company receives from VDOT under the Comprehensive Agreement, subject to the compliance by the Design Build Contractor with the requirements for the receipt of such funds specified in the Design Build Contract and the actual receipt of such funds by the Company under the Comprehensive Agreement. Under the Design Build Contract, the Design Build Contractor agreed that any failure by the Company to pay that portion of the Contract Price due to the Design Build Contractor under the Design Build Contract that was to be paid with the proceeds of the Public Funds Amount will not constitute a breach or default by the Company under the Design Build Contract to the extent resulting from the failure by VDOT to make the Public Funds Amount available at the time and in the amounts set forth in the Comprehensive Agreement. However, the Design Build Contractor has the right under the Design Build Contract to assert that a Delay Event has occurred under the Design Build Contract and suspend the applicable portion of the DB Work until payment of the Public Funds Amount is made but (i) solely to the extent such relief is available to the Company under the Comprehensive Agreement and (ii) unless such failure by VDOT to make the Public Funds Amount available to the Company under the Comprehensive Agreement is attributable to a breach by the Design Build Contractor of its obligations under the Design Build Contract. The Company agreed in the Design Build Contract to pursue all rights it may have under the Comprehensive Agreement as a result of such VDOT’s failure and to provide the Design Build Contractor with the benefit of any relief obtained by the Company thereunder. Under the Design Build Contract, the Company may elect to require the Design Build Contractor to undertake certain additional work (including additional work VDOT requires the Company to undertake pursuant to the Comprehensive Agreement), in which case the Contract Price would be adjusted in accordance with the Design Build Contract.

Payment Schedule and Conditions to Scheduled Payments

Payments by the Company to the Design Build Contractor will be made in monthly installments based on performance of elements of the DB Work specified on a payment and values schedule (other than the mobilization payment payable at the time specified in the payment and value schedule), subject to the applicable maximum cumulative drawdown schedule for each Project Asset. No earlier than the third and no later than the fifth day of each month, the Design Build Contractor is required to submit to the Company its request for payment consisting of, among other things, (i) an invoice in the amount of the applicable scheduled payment, (ii) a certificate that the Design Build Contractor has performed the applicable elements of the DB Work required for such payment in accordance with the payment and values schedule and attaching reasonable documentary evidence thereof sufficient for the Company and the lenders' technical advisor to reasonably determine that such performance has occurred, (iii) an interim lien and claim waiver, including the certificate as to the absence of liens and other claims, or a bond meeting the requirements set forth in the Design Build Contract, (iv) the monthly progress report for the immediately preceding month, (v) a certificate that the amounts requested are eligible for reimbursement from federal-aid funds pursuant to applicable law and (vi) all other certifications, affidavits and information required in connection with the Company’s disbursement request for public funds.

In addition, the Design Build Contractor is required to comply with the specified conditions to scheduled payments, including the timely payments to its subcontractors as required by the applicable law and the relevant subcontracts and the approval of the request for payment by the lenders’ technical advisor. The Design Build Contractor is also required to certify, at the time of each scheduled payment, that the Project, the Project Right of Way and any and all interests and estates therein, and all improvements and materials placed on the Project Right of Way, are, to the extent of the most recent payment received by the Design Build Contractor, free from any and all liens, security interests, encumbrances and other claims, including but not limited to claims in the nature of mechanics’, labor or materialmen’s liens or otherwise, arising out of or in connection with performance by the Design Build Contractor or any of its subcontractors of the DB Work.

Subject to the terms of the Design Build Contract, the Company will make the undisputed portion of the corresponding scheduled payment to the Design Build Contractor within 30 days after it receives the request for payment meeting the requirements set forth in the Design Build Contract. If the Design Build Contractor fails to comply with any of the conditions to scheduled payments, the Company may withhold all or part of any scheduled payment. If any lien, security interest, encumbrance or other claim is filed or notification of withholding money for labor or material furnished under the Design Build Contract is served on the Company, VDOT or any lender, the Company may withhold from any scheduled payment or other amount payable to the Design Build Contractor under the Design Build Contract or otherwise, an amount sufficient to discharge such liens or claims unless the Design Build Contractor furnishes a bond in form, substance and amount reasonably satisfactory to the Company, VDOT

D-5 .

and the lenders, to protect the Company, the Project and the Project Right of Way against such liens or claims. If the Design Build Contractor does not furnish the required bond, the Company may discharge such lien or claim with the moneys withheld and for purposes of the Design Build Contract such moneys will be deemed to have been paid to the Design Build Contractor.

Interest on Late Payments

Any undisputed amount not paid when due under the Design Build Contract will bear interest at the Bank Rate from the date such payment is due until the date it is actually paid and any disputed amount which is ultimately determined to be payable will bear interest at the Bank Rate from the date of such determination until the date it is actually paid. However, to the extent the Company is entitled to any such interest payment under the Comprehensive Agreement, the Design Build Contractor shall only be entitled to such payment to the extent that the Company actually receives the corresponding interest payment under the Comprehensive Agreement.


Guaranties

The Design Build Contractor has provided to the Company, on the date of signing of the Design Build Contract, separate guaranties from Skanska AB and Kiewit Infrastructure Group Inc., the parent companies of two of the joint venture members of the Design Build Contractor, each guaranteeing all of the Design Build Contractor’s obligations under the Design Build Contract. As required by the Design Build Contract and the Comprehensive Agreement, each guaranty names VDOT a permitted assignee, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Design Build Contract.

Letters of Credit

Pursuant to the terms of the Design Build Contract, the Design Build Contractor is obligated to deliver to the Company, on the Financial Close Date, one or more letters of credit issued by an LC Qualified Issuer in an aggregate amount equal to six percent (6%) of the Contract Price under the Design Build Contract as additional security for the Design Build Contractor’s performance of its obligations under the Design Build Contract. As required by the Design Build Contract and the Comprehensive Agreement, the letters of credit name VDOT a transferee beneficiary, with rights to draw upon or exercise other remedies thereunder if VDOT succeeds to the position of the Company under the Design Build Contract. Upon achievement of substantial completion of the last Project Asset to achieve substantial completion under the Design Build Contract, the Design Build Contractor may reduce the aggregate amount of the letters of credit to one percent (1%) of the Contract Price under the Design Build Contract as of the date of such substantial completion plus 150% of the projected cost to achieve DB Final Completion, and upon achievement of DB Final Completion, may further reduce it to one percent (1%) of the Contract Price under the Design Build Contract. Such reduced letters of credit must remain in effect until the end of the warranty period for each applicable Project Asset. However, if certain warranty claims remain unresolved, such reduced letters of credit must remain in effect through the date of resolution of such warranty claims in an amount equal to 150% of the total amount of such outstanding claims as determined by the Company in good faith.

For so long as the Design Build Contractor is obligated to maintain the letters of credit under the Design Build Contract, not later than 30 days prior to the stated expiration dates of the letters of credit the Design Build Contractor is required to renew or replace each outstanding letter of credit from an LC Qualified Issuer and having a stated amount equal to that of the letter of credit being renewed or replaced. In addition, if (i) the issuer of a letter of credit fails to meet the requirements of an LC Qualified Issuer or honor the beneficiary’s properly documented request to draw on an outstanding letter of credit or (ii) the issuer of an outstanding letter of credit indicates its intent not to renew such letter of credit, within five business days thereafter the Design Build Contractor must provide a substitute letter of credit from an LC Qualified Issuer other than the bank that has been downgraded or failed to honor the outstanding letter of credit. If the Company does not receive a replacement letter of credit from an LC Qualified Issuer within the specified time, it may draw on the full available amount of the applicable letter of credit. Amounts drawn in such circumstances can be applied by the Company under the conditions set forth in such letter of credit, and, unless the amounts so drawn are not available due to the effect of bankruptcy or other similar laws, such amounts will be considered part of the aggregate amount of the letters of credit required to be provided by the

D-6 .

Design Build Contractor under the Design Build Contract. In the case of all other draws, the Company will draw on all provided letters of credit pro rata based on the face amount of each such letter of credit, but if a draw on any of the letters of credit is dishonored for any reason, the Company has the right to draw on one or more of the remaining letters of credit for the amount that was dishonored.

If requested by the Company, the Design Build Contractor is required to use commercially reasonable efforts to increase the aggregate amount of the letters of credit by an amount equal to 6% of the aggregate increase in the Contract Price that exceeds $20,000,000 or any whole multiple thereof, but if the scope change results from the issuance by VDOT of a directive letter pursuant to the Comprehensive Agreement, then the obligation to increase the letters of credit will be subject to the costs incurred by the Design Build Contractor to effect such increase being reimbursable under the Comprehensive Agreement.

Expedited Review of Draws on Performance Security

If the Company draws on any guaranty or letter of credit under the Design Build Contract and the Design Build Contractor disputes the Company’s right to do so or the amount drawn, the Company and the Design Build Contractor agreed in the Design Build Contract to a fast-track adjudication process to resolve such disputes by an independent arbitrator within a limited period of time.

Liquidated Damages

Comprehensive Agreement Delay Liquidated Damages

To the extent that the Company is obligated to pay liquidated damages to VDOT under the Comprehensive Agreement as a result of the Design Build Contractor’s failure to achieve substantial completion and/or final acceptance of each Project Asset by the applicable deadline therefor as specified in the Design Build Contract (and, in certain instances as provided in the Design Build Contract, if substantial completion is not achieved by such date even if the applicable deadline is extended as a result of a Delay Event), the Design Build Contractor will be obligated to pay to the Company such liquidated damages.

Additional Delay Liquidated Damages

If the Design Build Contractor fails to achieve substantial completion of each New Project Asset by the applicable deadline therefor as specified in the Design Build Contract (and, in certain instances as provided in the Design Build Contract, if substantial completion is not achieved by such date even if the applicable deadline is extended as a result of a Delay Event), the Design Build Contractor is also be obligated to pay to the Company the following amounts as liquidated damages: (i) $27,893 for each day that substantial completion of the New Midtown Tunnel extends beyond the deadline therefor specified in the Design Build Contract and (ii) $17,329 for each day that substantial completion of the New MLK Extension extends beyond the deadline therefor specified in the Design Build Contract.

Liquidated Damages for Certain Closures of Project Assets

If the Design Build Contractor closes the Existing Midtown Tunnel or any of the Existing Downtown Tunnels except as permitted in the Design Build Contract or following any closure fails to re-open the lanes to traffic at the time specified in the Design Build Contract, the Design Build Contractor is obligated to pay to the Company certain specified amounts as liquidated damages. In addition, if the Design Build Contractor closes all or part of a Project Asset when correcting, repairing or replacing deficient DB Work and/or rectifying a DB Defect or a Latent Defect pursuant to the Design Build Contract, the Design Build Contractor is also obligated to pay to the Company certain specified amounts as liquidated damages.

Liquidated Damages and Delay Events

Notwithstanding any extension of a scheduled substantial completion date or a scheduled final acceptance date as a result of a Delay Event, a Delay Event shall not excuse the Design Build Contractor’s obligation to pay

D-7 .

liquidated damages under the Design Build Contract with respect to a failure to achieve substantial completion or final acceptance that would have been payable had the scheduled substantial completion date not been extended. The Design Build Contractor shall be relieved from the obligation to pay such liquidated damages only if a scheduled substantial completion date or a scheduled final acceptance date is extended under the Design Build Contract due to a Compensation Event or a Company-Caused Delay.

Payments of Liquidated Damages

The Design Build Contractor will pay all undisputed liquidated damages under the Design Build Contract monthly in arrears not later than 30 days after the end of each calendar month, subject to the Company’s rights of set-off under the Design Build Contract. Amounts that are subsequently determined through the dispute process under the Design Build Contract not to have been payable to the Company by the Design Build Contractor shall be refunded to the Design Build Contractor together with interest at the Bank Rate.

Limitations on Liquidated Damages

The aggregate amount of liquidated damages payable by the Design Build Contractor under the Design Build Contract is limited to 10% of the Contract Price under the Design Build Contract. In addition, the amounts of liquidated damages assessed under the Design Build Contract will be reduced by any amount that the Company receives for business interruption or as delayed start-up insurance proceeds.

Changes

Scope Changes Generally

A “scope change” under the Design Build Contract is a material addition to, deletion from, suspension of or other modification to, the quality, function or intent of the Project as delineated in the scope of the DB Work attached to the Design Build Contract, or a material change to the requirements of the Design Build Contract, and it does not include refinement, correction or detailing of the DB Work by the Company and the Design Build Contractor from time to time. Any scope changes in respect of Delay Event or Compensation Event or VDOT Changes must be formalized by issuance of a written scope change order in the form attached to the Design Build Contract. If VDOT’s approval of any scope change order in respect of a Company-Caused Delay is required under the Comprehensive Agreement and the Company is unable despite using its commercially reasonable efforts to secure such approval, then the Company will not be obligated to issue such scope change order, but the Design Build Contractor will have the right to seek monetary compensation from the Company pursuant to the dispute resolution procedures in the Design Build Contract to compensate it from any losses incurred as a result of the Company’s inability to issue such scope change order.

Scope Changes Initiated by the Design Build Contractor

General. The Design Build Contractor may initiate a scope change under the Design Build Contract, including as a result of the Company-Caused Delay. If the Company believes that a particular item of DB Work is within the then-existing scope of DB Work but the Design Build Contractor believes that such DB Work constitutes a scope change, the Design Build Contactor is required to diligently proceed with such DB Work as directed in writing by the Company. If the disputed item of DB Work is subsequently determined to constitute a scope change, then such DB Work will be deemed to have been the subject of a work order and the Company will issue a scope change order with respect thereto.

If the Design Build Contractor is affected by a Compensation Event or a Delay Event under the Comprehensive Agreement that relates to the DB Work, it will notify the Company thereof and such notice is required to be provided in such form and substance as is required to satisfy the Company’s obligations under the Comprehensive Agreement for such notice. Subject to the terms and conditions of the Design Build Contract, the Company is required to submit such notice to VDOT and assert its rights under the Comprehensive Agreement with respect to the Compensation Event or Delay Event claimed by the Design Build Contractor. If the Design Build Contractor fails to deliver a Delay Event or a Compensation Event notice within the specified period, it will be

D-8 .

deemed to have irrevocably and forever waived and released any claim or right to time extensions, contract price adjustment or any other relief, as applicable. All changes to completion milestones and/or contract price agreed under the Design Build Contract will be reflected in a scope change order entered into between the Company and the Design Build Contractor pursuant to the Design Build Contract.

Delay Events. Upon the occurrence of a Delay Event, the Design Build Contractor is required to promptly undertake efforts to mitigate its effects, including all steps that would generally be taken in accordance with good industry practice. Subject to the terms and conditions of the Design Build Contract and solely to the extent performance by the Company is excused by VDOT under the Comprehensive Agreement, a Delay Event will result in an extension of a scheduled substantial completion date, a scheduled final acceptance date, or the Long Stop Date by an equal number of days that the corresponding date is extended under the Comprehensive Agreement. Unless resulting from a Compensation Event or a Company-Caused Delay, any such time extension will not excuse the Design Build Contractor’s obligation to pay liquidated damages under the Design Build Contract that would have been payable had the scheduled substantial completion date not been extended.

Compensation Events. The Design Build Contractor may seek, subject to the limited exceptions specified in the Design Build Contract for certain Compensation Events, a contract price adjustment in an amount necessary to compensate it for all reasonable, unavoidable costs and expenses incurred to perform changed work attributable to a Compensation Event and to mitigate or avoid the effects thereof (net of (i) all insurance proceeds payable to the Design Build Contractor with respect to such Compensation Event or that would be payable to it but for its failure to comply with the insurance requirements set forth in the Design Build Contract and (ii) any savings incurred by the Design Build Contractor as a result of the Compensation Event) plus reasonable profit and overhead, and will only receive such contract price adjustment as agreed among the Design Build Contractor, the Company and VDOT. All payments to the Design Build Contractor of amounts claimed in respect of a Compensation Event are strictly subject to the Company’s receipt thereof from VDOT.

Design Build Contractor’s Requests for Deviations. The Design Build Contractor may request the Company to approve any material proposed or actual change, deviation, modification, alteration or exception from any of the Technical Requirements for the Project by submitting a written change request in a form approved by the Company containing the details required therefor in accordance with the Design Build Contract, in addition to setting forth its estimate of impacts on costs and schedule attributable to the proposed deviation. The Company may in its sole discretion pass such change request for VDOT’s consideration pursuant to the Comprehensive Agreement and the Company’s and VDOT’s decision will not be subject to the dispute resolution procedures. If the requested deviation is approved by the Company and VDOT, the Design Build Contractor will be solely responsible for payment of any increased costs, any losses of gross revenues (net of tolling costs), all allocable costs and any schedule delays or other impacts resulting from the implementation of such deviation and conversely, if the implementation of such deviation results in any actual net cost savings, the Design Build Contractor will be entitled to 100% of the Company’s share of such savings, as determined by the Company and VDOT under the Comprehensive Agreement.

Scope Changes Initiated by the Company

The Company may order scope changes to the DB Work in accordance with the procedure set forth in the Design Build Contract, in which event one or more of the contract price, the payment and values schedule, the Project schedule, the scheduled substantial completion dates and the Long Stop Date will be adjusted accordingly, if necessary, as agreed by the Company and the Design Build Contractor.

Work Orders

If the Design Build Contractor’s change order proposal is not agreed to by the Company, or if VDOT issues a directive letter pursuant to the Comprehensive Agreement, the Company may, at its option, execute and deliver to the Design Build Contractor a “work order” in lieu of the scope change order to proceed with the scope change that is the subject of a change order proposal or a directive letter. Payment for scope changes undertaken pursuant to a work order not resulting from VDOT’s issuance of a directive letter under the Comprehensive Agreement will be calculated in accordance with the agreed procedure set forth in the Design Build Contract, unless and until an

D-9 .

adjustment to the contract price has been agreed between the Company and the Design Build Contractor pursuant to an executed scope change order.

VDOT Changes

Under the Comprehensive Agreement, VDOT has the right at any time to authorize and/or require, pursuant to a change order and following the procedure set forth in the Comprehensive Agreement, changes in the work or the technical requirements set forth in the Comprehensive Agreement but VDOT may not require any change that is not in compliance with law, would contravene an existing governmental approval which cannot be corrected with the issuance of a revised approval, would cause an insurable risk to become uninsurable or give rise to a material and adverse health and safety issue. If the proposed VDOT Change relates to the DB Work, the Company will forward VDOT’s request for change proposal to the Design Build Contractor, who will then respond as to whether, in its opinion, the proposed VDOT Change constitutes a Compensation Event and if so, provide the required assessment of the effects of the proposed change. Thereafter, the Company and the Design Build Contractor are required under the Design Build Contract to exercise good faith efforts to negotiate a mutually acceptable change order, the issuance of which is subject to VDOT’s issuance of a corresponding change order under the Comprehensive Agreement. Following the issuance of the change order, the Design Build Contractor is required under the Design Build Contract to fulfill the Company’s obligations under the Comprehensive Agreement relating to VDOT’s change.

To the extent the Company is required by VDOT under the Comprehensive Agreement to perform rehabilitation work on the Existing Project Assets that materially differs from the rehabilitation work identified in the DB Rehabilitation Plan for Existing Project Assets attached to the Design Build Contract, the Design Build Contractor may direct the Company to seek a VDOT Change with respect to such excess rehabilitation work pursuant to the Comprehensive Agreement if such additional rehabilitation work was not due to any act or omission by the Design Build Contractor or its subcontractors in breach of the provisions of the Design Build Contract.

Subcontractors

Subject to the terms and condition of the Design Build Contract, the Design Build Contractor may retain subcontractors to perform certain of its responsibilities under the Design Build Contract but the Design Build Contractor will remain fully and primarily responsible for the performance of such subcontractors. Before entering into any subcontract replacing the initial designer, the Design Build Contractor is required to submit for the Company’s approval a true and complete copy of the proposed subcontract. In addition, the Design Build Contract contains a list of specific provisions and requirements that the Design Build Contractor’s subcontracts must contain.

Under the Design Build Contract the Design Build Contractor must obtain from all subcontractors guarantees and warranties on all machinery, equipment, services, materials, supplies and other items used and installed under the Design Build Contract, and such guarantees and warranties may not be amended, modified or otherwise discharged without the prior written consent of the Company. The Design Build Contractor is obligated to use commercially reasonable efforts to cause such guarantees and warranties from subcontractors having subcontracts to cover periods of not less than one year from the date of DB Final Completion and to include parts, shipping, service and labor for all warranty repairs with respect thereto. At the Company’s request or, if later, upon the expiration of the applicable warranty period, the Design Build Contractor must assign to the Company or, as directed by the Company, to VDOT, all guarantees and warranties of all subcontractors then remaining in effect (and all such guaranties and warranties need be assignable to the lenders) but such assignment will not relieve the Design Build Contractor of its warranty obligations under the Design Build Contract and the Design Build Contractor will have the prior right to enforce the guarantees and warranties of subcontractors to the extent necessary to assure satisfaction of its warranty obligations to the Company under the Design Build Contract.

Design Build Contractor’s Representations and Warranties

The Design Build Contractor and the individual joint venture members of the Design Build Contractor make certain representation and warranties for the benefit of the Company and those which are required to be made by the Company in the Comprehensive Agreement to the extent they relate to the Design Build Contractor and the DB Work. VDOT is an express third-party beneficiary of all such representations and warranties and has the right

D-10 .

to pursue remedies for any breach of such representations and warranties when the Company or the lenders are not pursuing such remedies.

Warranties

The Design Build Contractor warrants to the Company that (i) all DB Work, including the related design of the Project (other than those items expressly excluded from the scope of the DB Work as set forth in the Design Build Contract), will satisfy the requirements of the Design Build Contract, the Comprehensive Agreement and the technical requirements, (ii) all DB Work will be complete, conform to good industry practice and be new unless otherwise specified in the technical requirements or elsewhere in the Design Build Contract, of good quality and free of defects in materials and workmanship and (iii) the final as-built drawings and construction documentation will be accurate and complete, comply with the requirements of the Design Build Contract and the Comprehensive Agreement, including the technical requirements, and accurately reflect the condition of the Project as of DB Final Completion. These warranties for DB Work relating to any Project Asset will be in effect for a period of one year after the date on which the applicable Project Asset achieves substantial completion pursuant to the Design Build Contract, subject to extension for an additional one-year period from the date of repair or replacement of any DB Work occurring during the initial warranty period. In addition, the warranties will survive the termination of the Design Build Contract for any DB Work that was in place prior to the termination.

Subject to other remedies described below available to the Company as specified in the Design Build Contract, the Design Build Contractor is required, at its sole expense, upon demand by the Company (or VDOT to the extent permitted by the Comprehensive Agreement), to (i) until the end of the applicable warranty period, repair or replace the deficient DB Work and/or rectify a DB Defect if any DB Work is found not to be in accordance with the requirements of the Design Build Contract or if there is otherwise any DB Defect, and (ii) rectify any Latent Defect in a Project Asset if such Latent Defect is discovered within the period of 60 months following the final acceptance of such Project Asset under the Design Build Contract (unless the applicable statute of limitation precludes a claim at such time), in each case, in accordance with the Design Build Contract.

If the Design Build Contract fails to corrects the deficient DB Work or DB Defect discovered during the warranty period, (i) the Company, or VDOT to the extent permitted under the Comprehensive Agreement, may draw on the letters of credit provided by the Design Build Contractor to the extent of the cost of any work performed by the Company or VDOT or seek performance or reimbursement pursuant to the guaranties, (ii) the Company, or VDOT to the extent permitted under the Comprehensive Agreement, may suspend any affected portions of the DB Work until the Design Build Contractor fully corrects the deficient DB Work or DB Defect, (iii) the Company, or VDOT to the extent permitted under the Comprehensive Agreement, may correct or rectify such deficient DB Work or DB Defects itself and obtain reimbursement of its allocable costs from the Design Build Contractor or from a draw on the letters of credit furnished pursuant to the Design Build Contract so long as (except with respect to clause (iv) below) it has requested correction or rectification of, and the Design Build Contractor failed, within 30 days after notice from the Company, to commence and diligently continue to correct or rectify the deficient DB Work or DB Defects or (iv) the Company may determine that it is economically advantageous or otherwise necessary to correct such deficient DB Work or DB Defect as part of the maintenance program and obtain reimbursement from the Design Build Contractor for incremental costs thereof or draw on the letters of credit furnished pursuant to the Design Build Contract to cover such costs.

In addition, if the Design Build Contractor fails, within 30 days after notice thereof, to correct any Latent Defect in a Project Asset that was discovered within the period of 60 months following the final acceptance of such Project Asset under the Design Build Contract, the Company, or VDOT to the extent permitted under the Comprehensive Agreement, may rectify such Latent Defect itself and seek reimbursement for its allocable costs thereof from the Design Build Contractor or the Company may determine that it is economically advantageous or otherwise necessary to correct such Latent Defect as part of the maintenance program and obtain reimbursement from the Design Build Contractor for incremental costs thereof.

Company’s Right to Carry Out Work

If the Design Build Contractor defaults or neglects to carry out the DB Work in accordance with the requirements of the Design Build Contract or if there are DB Defects, Latent Defects or deficiencies in the DB Work

D-11 .

that the Design Build Contractor refuses or neglects to repair, in each case after giving effect to and without limiting the Design Build Contractor’s right to cure or repair or correct performance as provided in the Design Build Contract, and the Design Build Contractor fails within 30 days (or, if another period is expressly set forth in the Design Build Contract with regard to a specific aspect of the DB Work, the period so set forth) after receipt of written notice from the Company to commence and continue correction of such default, neglect, DB Defect, Latent Defect or deficiency with diligence and promptness, the Company may, without prejudice to any other remedy it may have, correct same or cause it to be corrected in accordance with the Design Build Contract. If the Company does so, it will issue an appropriate scope change order to the Design Build Contractor deducting from the payments then or thereafter due the Design Build Contractor the reasonable, documented, out-of pocket cost of correcting such default, neglect, DB Defect, Latent Defect or deficiency or if the payments due the Design Build Contractor are not sufficient to cover such amount, the Design Build Contractor is required to pay the difference to the Company within 30 days after the Company issues an invoice for such amount together with supporting documentation.

Insurance

Owner-Controlled Insurance Program

The Company has elected to implement an owner-controlled insurance program with respect to the Project consisting of a series of insurance policies issued by one or more insurance companies to provide the following coverages for DB Work performed by the Design Build Contractor and its subcontractors providing direct labor for construction activities at the Project Right of Way:

(i) Workers compensation insurance. Such coverage is provided on a statutory basis and if there is an exposure of injury under any laws applicable to maritime employees, coverage is included for such injuries or claims.

(ii) Employer’s liability insurance. Such coverage is provided for no less than: (a) $1,000,000 for each accident for bodily injury by accident, (b) $1,000,000 policy limit for bodily injury by disease and (c) $1,000,000 for each employee for bodily injury by disease.

(iii) General liability insurance. The general annual aggregate limit for such insurance is annually reinstated each policy year. Defense coverage is in addition to the policy limits. Completed-operations coverage will be extended for ten years beyond the earlier of the date of DB Final Completion or expiration of the final owner-controlled insurance program’s policies. A single limit applies for the ten-year period. Limits for bodily injury, including death arising from the bodily injury, and property damage are: (a) $2,000,000 for each occurrence, (b) $4,000,000 aggregate for completed operations and (c) $4,000,000 general annual aggregate.

(iv) Umbrella or Excess Liability Insurance. Limits for this coverage are not less than $500,000,000 per occurrence and in the aggregate. Coverage is excess and following form to the commercial general liability, employer’s liability policies and the automobile liability policies of both the Company and the Design Build Contractor. General aggregate limits are annually reinstated.

(v) Builders’ Risk Insurance. Such policy includes a limit of coverage of no less than $250,000,000 and sub-limits for certain specified perils, including, but not limited to offsite storage, expediting expenses, demolition and increased cost of construction, debris removal, mobile equipment and professional fees/loss adjustment expenses. Property in transit is subject to a sublimit of $20,000,000 (which will include transit of the tubes from the fabrication facility to the installation site) and property at a temporary location is subject to a sublimit of $25,000,000 and other sublimits. The policy also includes (i) $12,000,000 in coverage for “contractors continuing expense” coverage for additional costs incurred by the Design Build Contractor as a consequence of a delay to the Project resulting from a covered builders’ risk event and (ii) a delayed-opening endorsement and business interruption endorsement of no less than $87,500,000 representing loss of revenues of the Company in the event of a delay to the Project resulting from a covered builders’ risk event, or amount required under the Design Build Contract.

D-12 .

(vi) Contractor pollution liability. Such coverage is for not less than $25,000,000 per occurrence and in the aggregate, including for liability arising out of hazardous materials transport and non-owned treatment/disposal facilities.

The Design Build Contractor will participate in the owner-controlled insurance program’s general liability coverage as an additional named insured and in the workers’ compensation and pollution liability coverage as a named insured. Participation by the Design Build Contractor’s eligible subcontractors is mandatory but they need to be enrolled in the program by the Design Build Contractor before starting work on the Project Right of Way. Except for completed operations coverage, the owner-controlled insurance program will terminate for the Design Build Contractor upon DB Final Completion and for enrolled subcontractors, upon its completion of the DB Work at the Project Right of Way.

The Company will pay all owner-controlled insurance program’s premiums and other amounts owning to the insurers, except that (i) the Design Build Contractor will reimburse the Company for any amounts paid to the Design Build Contractor for insurance premium adjustments or increased costs for VDOT Changes and directives and (ii) the Design Build Contractor is responsible for certain deductibles and claim-related administrative expenses as specified in the Design Build Contract.

Design Build Contractor-Provided Insurance

The Design Build Contractor is required to provide insurance coverage for the DB Work not provided by the owner-controlled insurance program, including but not limited to the following coverages:

(i) Marine protection and indemnity. Coverage is for not less than $2,000,000 per occurrence and will be maintained in full force and effect until the earlier of DB Final Completion or until no exposure exists;

(ii) Hull and machinery. Coverage is for not less than agreed value of each vessel or as determined by vessel owner and will be maintained in full force and effect until the earlier of DB Final Completion or until no exposure exists;

(iii) Vessel Pollution Liability. Coverage is for not less than $5,000,000 per occurrence for the discharge or substantial threat of a discharge of oil or hazardous substance, and $1,000,000 per occurrence and in the aggregate for limited fines and penalties or salvage, cleaning, offloading and miscellaneous liability. Such coverage will be maintained in full force and effect until the earlier of DB Final Completion or until no exposure exists;

(iv) Automobile Liability. Coverage is for all licensed owned, non-owned and hired automobiles, trucks and trailers, for not less than $1,000,000 combined single limit;

(v) Railroad Protective Liability. Coverage is for not less than $5,000,000 per occurrence and $10,000,000 annual aggregate;

(vi) Contractor’s Equipment. Coverage for equipment to be utilized in connection with the DB Work;

(vii) Real and Business Personal Property. Coverage for not less than $5,000,000 for the batch plant, $1,000,000 for the trailer complex and $1,000,000 for personal property;

(viii) Professional Indemnity. Contractor’s professional liability coverage and contractor’s protective indemnity for acts, errors or omissions arising in connection with the DB Work for not less than $25,000,000 any one claim and in the aggregate, and excess professional indemnity for not less than $25,000,000 any one claim and in the aggregate, to be maintained until the later of five years following the substantial completion date of the final Project Asset to achieve substantial completion or expiration of the applicable warranty period, and to include any work or design undertaken prior to the commencement of the DB Work; and

(ix) Ocean Cargo. Coverage is for the value of cargo on any one vessel.

D-13 .

The terms of such insurance policies will be approved by the Company (and VDOT under the Comprehensive Agreement). Except for professional liability insurance, hull and machinery insurance, railroad protective liability, and real and personal property insurance, each of the Company, the lenders, the lenders’ technical adviser and VDOT will be named as an additional insured on a primary, non-contributory basis as their interests may appear; the Company will also be named as an additional insureds for real and personal property insurance. Deductibles and all related expenses for these insurance policies will be borne by the Design Build Contractor.

Indemnity

Indemnities by the Design Build Contractor Pursuant to the terms of the Design Build Contract, the Design Build Contractor is required to indemnify, defend, and hold harmless the Company, the State Indemnitees, the lenders, the lenders’ technical advisor, each of their subsidiaries and Affiliates and the directors, officers, agents, employees and successors against any losses actually suffered or incurred (except to the extent such losses are solely caused by the misconduct, negligence or other culpable act, error or omission of another such indemnitee) due to third-party claims that are, directly or indirectly, based upon, among other things, (A) any actual or alleged (i) failure by the Design Build Contractor to comply with the DB Contract Documents, (ii) misconduct, negligence or other culpable act, error or omission of a DB Contractor Party in connection with the Project, (iii) patent or copyright infringement or other similar misuse by a DB Contractor Party of the protected Project information, (iv) claim related to the acquisition of the Project Right of Way or other property acquired by the Design Build Contractor in connection with the DB Work or (B) nonpayment of amounts due as a result of furnishing materials to the Design Build Contractor or any subcontractor in connection with the DB Work to the extent the Company has paid the Design Build Contractor all undisputed amounts then due and payable under the Design Build Contract. In addition, the Design Build Contractor is also required to indemnify, protect, defend, and hold harmless and release the same indemnitees against all third-party claims, subject to certain limitations set forth in the Design Build Contract, to the extent caused by (i) hazardous substances brought by a DB Contractor Party onto the Project Right of Way, (ii) failure of a DB Contractor Party to comply with any requirement of the DB Contract Documents relating to hazardous substances or applicable environmental laws and governmental approvals or (iii) the exacerbation, release, spreading, migration, or toxicity of hazardous substances due to the negligence, recklessness, or willful misconduct of a DB Contractor Party. Indemnities by the Company

Under the Design Build Contract, the Company must indemnify, defend, and hold harmless the Design Build Contractor from and against any losses actually suffered or incurred by the Design Build Contractor (except to the extent solely caused by the misconduct, negligence or other culpable act, error or omission of the Design Build Contractor) due to third-party claims that are based upon any actual or alleged failure by the Company to comply with the terms or conditions of the Design Build Contract.


The total liability of the Design Build Contractor under the Design Build Contract, including liquidated damages paid thereunder, is limited to 45% of the Contract Price under the Design Build Contract. Such limitation does not apply to the proceeds of insurance under the owner controlled insurance program, liabilities arising from gross negligence, willful misconduct or actual fraud of the Design Build Contractor or its abandonment of the DB Work, or the Design Build Contractor’s indemnity obligations under the Design Build Contract.

Suspension Rights

Design Build Contractor Right to Suspend Subject to the terms and conditions of the Design Build Contract, if the Company fails to pay any undisputed portion of the scheduled payment to the Design Build Contractor when due for ten days following the

D-14 .

date the Design Build Contractor delivers to the Company written notice thereof (which notice will be waived if law precludes the giving of notice), the Design Build Contractor may suspend all or any part of the DB Work upon expiration of such ten-day period. Company Right to Suspend Under the Design Build Contract, the Company may elect to suspend all or a part of the DB Work upon 10 days prior written notice to the Design Build Contractor or in emergency situations upon such prior notice as circumstances permit. In the event of such suspension, the Design Build Contractor is entitled to make a claim for a scope change order due to a Company-Caused Delay under the terms of the Design Build Contract for schedule and/or price relief in accordance with the terms of the Design Build Contract. If the entire DB Work is suspended for a period of 365 consecutive days, the Design Build Contractor may terminate the Design Build Contract upon written notice to the Company. In addition, the Company will suspend the DB Work if VDOT suspends the same under the Comprehensive Agreement, subject to the Design Build Contractor’s right to direct the Company in accordance with the terms of the Design Build Contract to dispute such VDOT suspension order. Termination Rights

Design Build Contractor Default The Design Build Contract provides for the following defaults by the Design Build Contractor:

(a) any representation or warranty made by the Design Build Contractor in the Design Build Contract (other than a specified exception) or in any other Project agreement to which it is a party is false or misleading in any respect on the date made and a material adverse effect upon the Company or the Project results therefrom and such circumstance continues without cure for a period of 90 days following the date the Company delivers to the Design Build Contractor written notice thereof, with cure regarded as complete only when the adverse effects are remedied;

(b) the Design Build Contractor fails to comply with, perform or observe any material obligation, covenant, agreement, term or condition in the Design Build Contract (other than the failure to achieve any goals or good faith efforts relating to DBE or SWaM participation in the Design Build Contract and other events otherwise covered in other specified defaults) and such failure continues without cure for a period of 30 days following the date the Company delivers to the Design Build Contractor written notice thereof (giving particulars of the failure in reasonable detail) or for such longer period as may be reasonably necessary to cure such failure up to a maximum cure period of 180 days; provided, that in the latter case, (i) the Design Build Contractor is proceeding with all due diligence to cure or cause to be cured such failure, (ii) the failure is capable of being cured within a reasonable period of time, and (iii) such failure is in fact cured within such period of time;

(c) the Design Build Contractor fails to pay to the Company when due any undisputed sum payable to the Company pursuant to the Design Build Contract and such failure, including any failure to pay interest at the Bank Rate from the date due, continues without cure for a period of 30 days following the date the Company delivers to the Design Build Contractor written notice thereof (which notice requirement will be waived if law precludes the giving of notice);

(d) the Design Build Contractor closes all or part of a Project Asset to traffic at any time following the commencement of tolling and operation and maintenance work for such Project Asset, other than in connection with any permitted closure in accordance with the DB Rehabilitation Plan, and such closure continues without cure for a period of eight days following the date the Company delivers to the Design Build Contractor written notice thereof;

(e) the Design Build Contractor fails to achieve substantial completion of all of the Project Assets by the Long Stop Date, as such date may be extended pursuant to the Design Build Contract;

(f) the Design Build Contractor fails to maintain, or to cause to be maintained, in effect the insurance, the guaranties, the letters of credit or other performance security as and when required pursuant to the Design Build

D-15 .

Contract for the benefit of relevant parties, or fails to comply with any requirement of the Design Build Contract pertaining to the amount, terms or coverage of the same and such failure continues without cure for a period of three business days following the date the Company delivers to the Design Build Contractor written notice thereof (which notice requirement will be waived if law precludes the giving of notice);

(g) the Design Build Contract is Transferred by the Design Build Contractor, or there occurs a change in control, in contravention of the terms of the Design Build Contract;

(h) after exhaustion of all rights of appeal, (i) there occurs any suspension or debarment (distinguished from ineligibility due to lack of financial qualifications), or there goes into effect an agreement for voluntary exclusion, of the Design Build Contractor, any of its affiliate (as “affiliate” is defined in 29 CFR 98.905 or successor regulation of similar import) other than the Company, or DB Key Members whose work is not completed under any subcontract, from bidding, proposing or contracting with any federal or state department or agency or (ii) the Design Build Contractor, DB Key Members who have ongoing DB Work, or any of their respective officers, directors, or administering employees have been convicted of, or plead guilty or nolo contendere to, a violation of law for fraud, conspiracy, collusion, bribery, perjury, or material misrepresentation, as a result in whole or in part of activities relating to any project in the Commonwealth of Virginia, and such failure continues without cure for a period of 80 days following the date the Company delivers to the Design Build Contractor written notice thereof (giving particulars of the failure in reasonable detail). If the offending person is an officer, director or administering employee, cure will be regarded as complete when the Design Build Contractor proves that such person has been removed from any position or ability to manage, direct or control the decisions of the Design Build Contractor or such DB Key Member (as applicable) or to perform DB Work; and if the person debarred or suspended or subject to an agreement for voluntary exclusion is an affiliate of the Design Build Contractor (as “affiliate” is defined in 29 CFR 98.905 or successor regulation of similar import), other than the Company, or a DB Key Member, cure will be regarded as complete when the Design Build Contractor replaces such person in accordance with the Design Build Contract;

(i) the Design Build Contractor or any joint venture partner or member of the Design Build Contractor or any guarantor who provided a guaranty under the Design Build Contract (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or files any other petition or answer seeking, consenting to or acquiescing in any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, or (iv) seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Design Build Contractor or any guarantor, or of all or any substantial part of its properties; provided, that if either or both of Skanska USA Civil Southeast Inc. or Kiewit Infrastructure Co. is not the cause of this default, then such remaining joint venture members may cure such default (A) by expressly assuming all of the obligations of the Design Build Contractor under the Design Build Contract within 30 days of occurrence of such default by a writing acceptable to the Company and (B) if the lenders’ technical advisor certifies, within the same 30-day period, that such remaining members have the technical capabilities to achieve substantial completion of each of the Project Assets by the specified deadline therefor;

(j) within 60 days after the commencement of any proceeding against the Design Build Contractor or any joint venture partner or member of the Design Build Contractor or any guarantor seeking any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, such proceeding has not been dismissed, or, within 60 days after the appointment, without the consent or acquiescence of the Design Build Contractor or the applicable guarantor, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Design Build Contractor or the applicable guarantor or of all or any substantial part of its properties, such appointment has not been vacated or stayed on appeal or otherwise, or, within 60 days after the expiration of any such stay, such appointment has not been vacated; provided, that if either or both of Skanska USA Civil Southeast Inc. or Kiewit Infrastructure Co. is not the cause of this default, then such remaining joint venture members may cure such default (A) by expressly assuming all of the obligations of the Design Build Contractor under the Design Build Contract within 30 days of occurrence of such default by a writing acceptable to the Company and (B) if the lenders’ technical advisor certifies, within the same

D-16 .

30-day period, that such remaining members have the technical capabilities to achieve substantial completion of each of the Project Assets by the specified deadline therefor;

(k) a levy under execution or attachment has been made against all or any part of the Project or any interest therein (including the Company’s Interest) as a result of any lien created, incurred, assumed or suffered to exist by the Design Build Contractor or any person claiming through it (other than as a result of the Company’s failure to pay an undisputed amount due hereunder), and such execution or attachment has not been vacated, removed or stayed by court order, bonding or otherwise within a period of 60 days, unless such levy resulted from actions or omissions of the Company, VDOT or their respective representatives;

(l) the Design Build Contractor repudiates the Design Build Contract or its obligations thereunder, or abandons any material part of the DB Work;

(m) the Design Build Contractor fails to diligently implement a recovery plan adopted pursuant to the Design Build Contract;

(n) the Design Build Contractor’s payment of amounts due the Company or any other person under the Design Build Contract to which the limitation of liability specified in the Design Build Contract applies (including with respect to liquidated damages) equals or exceeds such limitation of liability, or the Design Build Contractor so asserts in writing, except to the extent the Design Build Contractor irrevocably waives such limitation of liability, or agrees to an increase in such limitation of liability, in each case in a writing acceptable to the Company in its sole discretion;

(o) the Design Build Contractor fails to commence, within ten days of the issuance of any notice to proceed, performance of the DB Work that is the subject of such notice to proceed; and

(p) VDOT terminates the Comprehensive Agreement as a result of the Design Build Contractor’s breach of its obligations under the Design Build Contract.

If a default by the Design Build Contractor occurs, the Company may terminate the Design Build Contract subject to the terms and conditions set forth therein. If such termination occurs prior to DB Final Completion and the Comprehensive Agreement is in effect, the Company may cause the DB Work to be completed by other contractors and, subject to the limitation on liability under the Design Build Contract, the Design Build Contractor is required to pay for the cost of such completion and losses suffered by the Company to the extent the same exceed the Contract Price under the Design Build Contract. If VDOT terminates the Comprehensive Agreement as a result of a breach by the Design Build Contractor of its obligations under the Design Build Contract that was not caused by the Company’s failure to perform its obligations under the Design Build Contract, the Design Build Contractor is required to compensate the Company for any losses incurred as a result of such termination, including any amounts (i) required to be paid to the Company’s lenders and (ii) of all equity invested in the Company by its direct and indirect owners (but not any return on such equity). Defaults by the Company The Design Build Contract contains the following defaults by the Company:

(a) the Company (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or files any other petition or answer seeking, consenting to or acquiescing in any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, or (iv) seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Company or of all or any substantial part of its properties;

(a) within 60 days after the commencement of any proceeding against the Company seeking any reorganization, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any similar law, such proceeding has not been dismissed, or, within 60 days after the appointment, without the consent

D-17 .

or acquiescence of the Company, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Company or of all or any substantial part of its properties, such appointment has not been vacated or stayed on appeal or otherwise, or, within 60 days after the expiration of any such stay, such appointment has not been vacated;

(b) the Company fails to pay to the Design Build Contractor when due any undisputed portion of the scheduled payment payable to the Design Build Contractor pursuant to the Design Build Contract and such failure, including any failure to pay interest at the Bank Rate from the date due, continues without cure for 20 days following the date the Design Build Contractor delivers to the Company written notice thereof (which notice requirement will be waived if law precludes the giving of notice); or

(c) the Company fails to pay to the Design Build Contractor when due any undisputed sum (other than the scheduled payment) payable to the Design Build Contractor pursuant to the Design Build Contract and such failure, including any failure to pay interest at the Bank Rate from the date due, continues without cure for 30 days following the date the Design Build Contractor delivers to the Company written notice thereof (which notice requirement will be waived if law precludes the giving of notice).

Upon the occurrence of a default by the Company under the Design Build Contract, the Design Build Contractor may, subject to the applicable direct agreement with the lenders and the rights of VDOT under the Comprehensive Agreement, terminate the Design Build Contract, other than upon the occurrence of a Company’s default described in clause (c) above. If such default occurs, the Design Build Contractor may, subject to the applicable direct agreement with the lenders and the rights of VDOT under the Comprehensive Agreement, suspend performance of the DB Work and, if the Company fails to pay the undisputed portion of amount due within 90 days after written notice of such non-payment (which notice requirement will be waived if law prohibits the giving of such notice), it may then terminate the Design Build Contract in accordance therewith. In the event of such termination, the Design Build Contractor will be entitled to a termination payment in the same amount as in the event of termination of the Design Build Contract due to a Company Default under the Comprehensive Agreement (described below) but, in the event the Company’s default under the Design Build Contract results from VDOT’s failure to perform any of its obligations under the Comprehensive Agreement or any other agreement between the Company and VDOT, such payment will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the DB Work.

Termination for Company Default under the Comprehensive Agreement If VDOT terminates the Comprehensive Agreement due to a Company Default thereunder that is not attributable to a failure of the Design Build Contractor to perform its obligations under Design Build Contract, the Design Build Contract will automatically terminate, subject to the lenders’ direct agreement and the rights of VDOT under the Comprehensive Agreement, and the Design Build Contractor will be entitled to a termination payment equal to the sum of (i) that portion of the Contract Price that is due and payable to the Design Build Contractor and applicable to the DB Work completed up to the date of termination and (ii) reasonably incurred direct, out-of-pocket demobilization costs and costs incurred in terminating its subcontractors relating to the DB Work. Termination for Significant Force Majeure Event If VDOT terminates the Comprehensive Agreement due to the occurrence of a Significant Force Majeure Event, the Design Build Contract will automatically terminate as of the termination date of the Comprehensive Agreement and the Design Build Contractor will be entitled to a termination payment equal to that portion of the Contract Price that is due and payable to the Design Build Contractor and applicable to the DB Work completed up to the date of termination but such payment will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the DB Work and the insurance proceeds actually received by the Company in connection with the event giving rise to the termination.

D-18 .

VDOT’s Termination of the Comprehensive Agreement for Convenience If VDOT terminates the Comprehensive Agreement for convenience, the Design Build Contract will automatically terminate and the Design Build Contractor will be entitled to a termination payment in the same amount as in the event of termination due to the Company’s default under the Design Build Contract but such amount will be limited to the portion of such termination compensation actually received by the Company under the Comprehensive Agreement attributable to the DB Work. Dispute Resolution

General

The Design Build Contractor and the Company have agreed to resolve any disputes arising out of the Design Build Contract first through negotiations between designated representatives and if such process is not successful within 10 days of its initiation, either party may submit the dispute involving any claim or controversy between the parties not exceeding $2,500,000 in value to binding arbitration in accordance with the terms of the Design Build Contract.

Disputes Involving Technical Requirements

If the Design Build Contractor disputes a VDOT directive issued in accordance with the Comprehensive Agreement that relates to the DB Work, and the Design Build Contractor, the Company and VDOT have not been able to resolve such dispute through good faith negotiations between designated representatives, then under the Comprehensive Agreement each of the Company and VDOT has the right: (i) first, to initiate the specified steering committee process, and (ii) then, if applicable, the mediation process. The Design Build Contractor may, subject to the terms and conditions of the Design Build Contract, direct the Company to commence and proceed with such processes.

Concurrent Disputes

If any issue in dispute between the Design Build Contractor and the Company under the Design Build Contract is also the subject of, or relates to, a dispute being or to be determined under the Comprehensive Agreement, the Design Build Contractor and the Company agreed to cause the dispute under the Design Build Contract to be consolidated with the dispute resolution process or litigation occurring under the Comprehensive Agreement. If such consolidation does not occur, then any ongoing proceeding regarding the dispute under the Design Build Contract will be stayed pending final resolution of the dispute under the Comprehensive Agreement, which resolution will be binding on the Design Build Contractor and the Company for all purposes of the Design Build Contract.

If any dispute arises between the Design Build Contractor and the Company under the Design Build Contract with respect to a matter that is already the subject of, or shares common issues of law or fact with, an ongoing dispute being determined under the Tolling Contract, the dispute under the Design Build Contract will be consolidated with the dispute occurring under the Tolling Contract and will be resolved under the Tolling Contract.

Assignment

Neither the Company nor the Design Build Contractor has the right to assign or otherwise transfer the Design Build Contract without the prior written consent of the other party, which consent may be granted or withheld in the sole discretion of such other party, except the Company may assign all of its rights and interests in and under the Design Build Contract without the Design Build Contractor’s consent to (i) the its lenders as collateral security for its obligations and such lenders may further assign such rights as provided in the applicable direct agreement and (ii) VDOT.

Specified changes in control of the Design Build Contractor and any change in the identity of the members of the Design Build Contractor will be deemed to be a transfer for the purposes of this restriction.

D-19 .

DBE and SWaM Requirements

During performance of the DB Work, under the Comprehensive Agreement VDOT has established a goal of 12% for DBE participation and 23% for SWaM participation, such percentages totaling an aggregate goal of 35% of the DBE/SWaM Design Build Contract’s value, which is $880 million. In order to manage this goal, under the Design Build Contract, the Design Build Contractor and the Company agreed that the Design Build Contractor will, among other things, annually submit to the Company an updated DBE/SWaM plan that defines its approach to meeting the DBE/SWaM participation goal, will have dedicated resources to the DBE/SWaM inclusion program and be responsible for achieving the overall goal of 35% by providing maximum contracting opportunities for DBE and SWaM businesses. The Design Build Contractor will submit quarterly reports of good faith efforts documentation and DBE and SWaM payments to the Company for forwarding to VDOT’s representative and will provide additional information required for the Company to meet its DBE/SWaM reporting requirements under the Comprehensive Agreement.

If VDOT’s Chief of Administration notifies the Company and the Company notifies the Design Build Contractor that the Design Build Contractor has failed to satisfy the DBE/SWaM requirements for the DB Work for a quarterly period, the Design Build Contractor will have until the end of the next consecutive quarter to demonstrate that it has satisfied such requirements. If the Design Build Contractor fails to meet such requirements for two consecutive quarters, the Design Build Contractor is required to prepare and submit, at its sole cost and expense, a performance improvement plan for VDOT’s approval describing the specific actions and measures it will undertake to improve its performance with respect to satisfying such requirements and it will pay to the Company any amounts required for the reimbursement of VDOT in reviewing, approving and monitoring the Design Build Contractor’s compliance with such plan. If the Design Build Contractor fails to meet such requirements for three consecutive quarters, under the Comprehensive Agreement VDOT may debar or disqualify the Company and its key members from participating in procurements through VDOT until the earlier to occur of (i) the satisfaction of the DBE/SWaM requirements for the DB Work or (ii) twenty-four months after CA Final Completion. If the Company is disqualified as a result of the failure of the Design Build Contractor to meet the specified DBE/SWaM for reasons not attributable to the Company, the Design Build Contractor must indemnify, defend and hold harmless the Company from and against any losses actually suffered or incurred by the Company as a result of such failure. If the Design Build Contractor is disqualified for reasons not attributable to the Company, the Design Build Contractor will not be relieved of any of its obligations under the Design Build Contract and will be fully liable to the Company for any failure to timely and fully fulfill such obligations.

E-1 .

Appendix E

SUMMARY OF CERTAIN PROVISIONS OF THE SECURITY DOCUMENTS

Security Agreement

Pursuant to the Security Agreement, to secure the payment in full when due of the Secured Obligations, the Company will pledge and grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and lien on all of its right, title and interest in and to all of its personal property, including property, whether now owned or in the future acquired by it and whether now existing or in the future coming into existence and wherever located, including the Company’s permit with respect to the Project granted by VDOT under the Comprehensive Agreement, all Project Accounts and funds deposited therein held by the Collateral Agent pursuant to the Collateral Agency Agreement, including toll revenues, and all securities accounts, general intangibles, instruments, equipment, inventory, agreements, contracts, governmental approvals and proceeds of insurance policies as further provided in the Security Agreement (herein referred to as the “Security Agreement Collateral”); except that the lien on (x) the PABs Sub-Account of the Construction Account (and all earnings thereon) is to be solely for the benefit of the Trustee on behalf of the holders of the Series 2012 Bonds (including upon the occurrence of a Bankruptcy Related Event of the Company) and (y) the TIFIA Sub-Account of the Construction Account (and all earnings thereon) and the TIFIA Sinking Fund Account (and all earnings thereon) are to be solely for the benefit of the TIFIA Lender until, in each case, such funds have been disbursed in accordance with the terms of the Collateral Agency Agreement. The Security Agreement requires that the Company take all actions necessary to create, establish and perfect the liens on the Security Agreement Collateral. Further, the Company may not amend or terminate any lien granted to the Collateral Agent without the prior written consent of the Collateral Agent.

Remedies

If an Event of Default will have occurred and be continuing, to the extent permitted by applicable law, and subject to the Collateral Agency Agreement and the Intercreditor Agreement, the Collateral Agent may exercise remedies authorized by law as further provided in the Security Agreement including the following: (i) the Collateral Agent may require the Company to assemble the Security Agreement Collateral owned by it at such place or places, reasonably convenient to both the Collateral Agent and the Company, designated in the Collateral Agent’s request; (ii) the Collateral Agent may make any reasonable compromise or settlement with respect to any of the Security Agreement Collateral and has the right to extend the time of payment, arrange for payment in installments, or otherwise modify the terms of all or any part of the Security Agreement Collateral; (iii) the Collateral Agent may, in its name or in the name of the Company or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Security Agreement Collateral, but will be under no obligation to do so; (iv) the Collateral Agent may, upon 15 days’ prior written notice to the Company of the time and place, with respect to the Security Agreement Collateral or any part thereof that will then be or will thereafter come into the possession, custody or control of the Collateral Agent or the Secured Parties or any of their respective agents, sell, lease, assign or otherwise dispose of all or any part of such Security Agreement Collateral, at such place or places as the Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived); (v) the Collateral Agent will have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Security Agreement Collateral of a secured party under the UCC and the laws of any jurisdiction then applicable; and (vi) to the full extent provided by law, the Collateral Agent may have a court having jurisdiction appoint a receiver, which receiver will take charge and possession of and protect, preserve, replace and repair the Security Agreement Collateral or any part thereof, and manage and operate the same, and receive and collect all rents, income, receipts, royalties, revenues, issues and profits therefrom.

Any proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Security Agreement Collateral will be applied as contemplated by the Collateral Agency Agreement. See “SECURITY —Intercreditor Terms Among the Secured Parties —Application of Proceeds Upon Exercise of Remedies.”

E-2 .

Membership Interest Pledge Agreement

Pursuant to the Membership Interest Pledge Agreement and subject to certain limited exceptions under the Collateral Agency Agreement and TIFIA Loan Agreement, in order to secure the payment in full when due of the Secured Obligations, ERC Holdings will assign, pledge and grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of its respective right, title and interest in and to (i) its limited liability company interests in the Company and all options, warrants and rights to purchase limited liability company interests in the Company and all dividends, distributions, cash, securities, instruments and other property from time to time paid, payable or otherwise distributed in respect of or in exchange for all or any part of its limited liability company interests in the Company and all proceeds thereof (the “Pledged Membership Interests”); (ii) any indebtedness owed to ERC Holdings by the Company from time to time, including any instruments (as such term is defined in the UCC) or payment intangibles (as such term is defined in the UCC) evidencing or relating to such indebtedness; and (iii) all proceeds, products and accessions of and to any and all of the foregoing, including, without limitation, “proceeds” as defined in Section 9-102(a)(64) of the UCC, including whatever is received upon any sale, exchange, collection or other disposition of any of the Pledged Membership Interests, and any property into which any of the Pledged Membership Interests are converted, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the Pledged Membership Interests (collectively, the “Pledged Membership Collateral”).

The Membership Interest Pledge Agreement requires ERC Holdings to take all actions necessary to create, perfect and establish the liens on the Pledged Collateral.

So long as no Event of Default will have occurred and be continuing, ERC Holdings will be entitled to (i) receive and retain, and to utilize free and clear of the lien of the Membership Interest Pledge Agreement, any and all cash and other distributions paid in respect of the Pledged Membership Interests, and (ii) exercise any and all voting and other consensual rights pertaining to the Pledged Membership Interests or any part thereof for any purpose not inconsistent with the terms of the Membership Interest Pledge Agreement or any other Financing Document; provided, however, that ERC Holdings agrees it will not exercise or refrain from exercising any such right if such action would result in any violation of any provision of any of the Financing Documents.

Remedies

If an Event of Default will have occurred and be continuing, subject to the Collateral Agency Agreement and the Intercreditor Agreement, the Collateral Agent will provide ERC Holdings with written notice prohibiting ERC Holdings from exercising the rights and powers of a holder of the Pledged Membership Interests, at which time (and until such time that such Event of Default has been cured) all such rights and powers of ERC Holdings will cease immediately, and the Collateral Agent will thereupon have the right to exercise any and all rights and powers, including voting rights, and enforce any and all remedies available to the Secured Parties related to the Pledged Membership Collateral, including foreclosure thereof, in accordance with instructions from the Instructing Controlling Party pursuant to the terms of the Collateral Agency Agreement and the Intercreditor Agreement.

In addition, subject to the Collateral Agency Agreement and the Intercreditor Agreement, the Collateral Agent may exercise all rights and remedies granted to it in the Membership Interest Pledge Agreement, all rights and remedies with respect to the Pledged Collateral as a secured party under the UCC and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of the Membership Interest Pledge Agreement or the Pledged Membership Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Membership Collateral as if the Collateral Agent were the sole and absolute owner of the Pledged Membership Collateral (and ERC Holdings agrees to take all such action as may be reasonably appropriate to give effect to such right). Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement, or notice of any kind (except any notice required by law referred to below) to or upon ERC Holdings or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, upon ten (10) business days’ prior written notice to ERC Holdings of the time and place, with respect to all or any part of the Pledged Membership Collateral which will then be or will thereafter come into the possession, custody or control of the Collateral Agent or any of their respective agents, sell, lease,

E-3 .

assign, give option or options to purchase, or otherwise dispose of all or any part of such Pledged Membership Collateral (or contract to do any of the foregoing), at such place or places as the Collateral Agent deems best, for cash, for credit or for future delivery (without thereby assuming any credit risk) and at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Person may be the purchaser, lessee or recipient of any or all of the Pledged Membership Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise) of ERC Holdings, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

Any proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Pledged Membership Collateral will be applied as contemplated by the Collateral Agency Agreement. See “SECURITY —Intercreditor Terms Among the Parties—Application of Proceeds Upon Exercise of Remedies.”

Direct Agreements and Consent and Agreements

The following direct agreements and consents will be entered into as of the Financial Closing Date:

(i) VDOT will enter into a direct agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company that will set forth certain assurances from VDOT of the Secured Parties’ rights with respect to the Comprehensive Agreement in the event of a default thereunder by the Company, including step in and cure rights, forbearance obligations of VDOT with respect to its exercise of remedies under certain Financing Documents, rights of substitution and other rights of the Secured Parties. The direct agreement will not provide for any rights of the Secured Parties beyond the applicable rights expressly set forth in the Comprehensive Agreement.

(ii) The Design Build Contractor will enter into a direct agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company providing for the Design Build Contractor’s (a) consent to the Company’s pledge assignment and grant of a lien on all of the Company’s right, title and interest in the Design Build Contract and the Interface Agreement, and (b) assurance of certain of the Secured Parties’ rights with respect to the Design Build Contract and the Interface Agreement.

(iii) Each of the Design Build Guarantors will enter into a consent and agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company providing for each respective Design Build Guarantor’s (a) consent to the Company’s pledge assignment and grant of a lien on all of the Company’s right, title and interest in the Design Build Contract guaranty, and (b) assurance of certain of the Secured Parties’ rights with respect to the Design Build Contract guaranty.

(iv) The Tolling Contractor will enter into a direct agreement with the Collateral Agent (on behalf of the Secured Parties) and the Company providing for the Tolling Contractor’s (a) consent to the Company’s pledge assignment and grant of a lien on all of the Company’s right, title and interest in the Tolling Contract and the Interface Agreement, and (b) assurance of certain of the Secured Parties’ rights with respect to the Tolling Contract and the Interface Agreement.

(v) The Tolling Guarantor will enter into a consent and agreement with the Collateral Agent (on behalf of the Secured Parties), the Tolling Contractor and the Company providing for the Tolling Guarantor’s (a) consent to the Company’s pledge assignment and grant of a lien on all of the Company’s right, title and interest in the Tolling Contract guaranty, and (b) assurance of certain of the Secured Parties’ rights with respect to the Tolling Contract guaranty.

The assurances referred to in clause (b) of each of (ii), (iii), (iv) and (v) above include each consenting counterparty’s (1) acknowledgement of the right of Collateral Agent to make all demands, give all

E-4 .

notices, take all actions, and enforce directly and exercise all rights and remedies of the Company under the applicable assigned agreement; (2) agreement that in the event it is notified that the Collateral Agent has exercised its rights and remedies with respect to the Company’s rights and interest under the applicable assigned agreement, that it will recognize the Collateral Agent as the substituted party and will continue to perform its obligations in favor of the Collateral Agent or its assignee or designee; and (3) agreement that in the event the applicable assigned agreement is rejected or otherwise terminated in a bankruptcy or insolvency proceeding affecting the Company, the counterparty will enter into a new agreement with the Collateral Agent or its assignee or designee have substantially the same terms as the applicable assigned agreement

Collateral Agency Agreement

The Collateral Agency Agreement will be entered into by the Company, the Collateral Agent and Deutsche Bank Trust Company Americas, as securities intermediary to be dated as of April 1, 2012.

The payment of the Bonds and the other Secured Obligations incurred by the Company will be secured by the Collateral for the benefit of the Secured Parties and held and administered by the Collateral Agent in accordance with the terms of the Collateral Agency Agreement as further described below.

Project Accounts

The following accounts will be established and created under the Collateral Agency Agreement in the name of the Collateral Agent (such accounts, all sub-accounts thereof established and created from time to time as Project Accounts pursuant to the Collateral Agency Agreement and the Operating Account, the “Project Accounts”):

(i) the Revenue Account;

(ii) the Loss Proceeds Account;

(iii) the Construction Account;

(iv) the Excess Net Revenue Account;

(v) the Construction Reserve Account;

(vi) the Debt Service Reserve Account;

(vii) the Major Maintenance Reserve Account;

(viii) the Equity Lock-up Account;

(ix) the Interest Payment Account;

(x) the Principal Payment Account;

(xi) the TIFIA Sinking Fund Account;

(xii) the TIFIA Payment Account;

(xiii) the Department Revenue Sharing Reserve Account;

(xiv) the Assigned Gross Revenue Sharing Account;

(xv) the Skanska Base Cash Collateral Account;

(xvi) the Skanska Contingent Cash Collateral Account;

E-5 .

(xvii) the MIP Base Cash Collateral Account and the MSAM Base Cash Collateral Account;

(xviii) the MIP Contingent Cash Collateral Account and the MSAM Contingent Cash Collateral Account;

(xix) the Concessionaire Damages Account; and

(xx) the Distribution Account.

The above Project Accounts, including all sub-accounts thereof, described in clauses (i) through (xix) will be securities accounts. The Distribution Account shall be a Project Account, but will not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties. In addition, the Company will establish a handback reserve fund that will be for the sole and exclusive benefit of VDOT (the “Handback Reserve Account”) and funded in accordance with the terms of the Comprehensive Agreement. The Handback Reserve Account will not be a Project Account and will not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties.

Revenue Account

After the Substantial Completion of the New Project Assets Date, except for amounts to be deposited in other Project Accounts pursuant to the terms of the Collateral Agency Agreement, including but not limited to Project Revenues to be deposited into the Department Revenue Sharing Reserve Account as described below, the Company will promptly deposit or cause to be deposited into the Revenue Account all Project Revenues and all other amounts received by the Company from any other source whatsoever. Pending such deposit, the Company will hold all such amounts coming into its possession in trust for the benefit of the Secured Parties.

Subject to “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” and the application of funds after an enforcement action as described in “—Application of Proceeds following an Enforcement Action” below, after the Substantial Completion of the New Project Assets Date, the Collateral Agent will make withdrawals, transfers and payments from the Revenue Account in the amounts, at the times and for the purposes specified in the Collateral Agency Agreement. Such withdrawals, transfers and payments will be made in the order of priority set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date –Revenue Account” below.

Concessionaire Damages Account

If the Company receives an upfront, lump sum payment of Tolling Deferral Damages or Company Damages in respect of the actual and estimated loss, prior to Substantial Completion of the New Project Assets Date, of the Company’s future Project Revenues, such amount is required to be deposited into the Concessionaire Damages Account; provided, that prior to such deposit, the Company is required to provide to the Collateral Agent (for subsequent dissemination to the Secured Creditors) a calculation in reasonable detail showing the future years (on a monthly basis) for which such amount is calculated to be paid as compensation in respect of the loss of Project Revenues (which calculation shall be accompanied by any report of a traffic advisor or such other evidence showing the basis for such calculation). The Company’s certification and the calculations therein will not be subject to dispute and will be binding on the Trustee (on behalf of the Bondholders), the TIFIA Lender and any Additional Permitted Creditor absent manifest or clerical error. In the event that such amount is deposited into the Concessionaire Damages Account, as of the commencement of each month prior to Substantial Completion of the New Project Assets Date with respect to which such compensation is calculated to be paid, at the Company’s written request, the portion thereof constituting Tolling Damages or Company Damages for the loss of Project Revenues for such month, together with interest or other earnings accrued thereon from the date of deposit, are required to be transferred from the Concessionaire Damages Account to the Revenue Account or the Project Revenue Sub-Account of the Construction Account, as the case may be, and applied in accordance with the Collateral Agency Agreement.

If the Company receives an upfront, lump sum payment of Company Damages in respect of the actual and estimated loss, after Substantial Completion of the New Project Assets Date, of the Company’s future Project Revenues, such amount is required to be deposited into the Concessionaire Damages Account; provided, that, prior

E-6 .

to such deposit, the Company will provide to the Collateral Agent (for subsequent dissemination to the Secured Creditors) a certification showing (i) the future years (on a monthly basis) with respect to which such amount is calculated to be paid as compensation in respect of the loss of Project Revenues and (ii) with respect to the years with respect to which Concessionaire Damages are being paid, the amount of debt service projected to be then due and payable on the Bonds, and the portion of Project Revenues that would have been applied to the payment of debt service with respect to such indebtedness had the event which gave rise to the Concessionaire Damages not occurred (with respect to such indebtedness, the “Applicable Prepayment Amount”), as determined by reference to the Base Case Financial Model. The Company’s certification and the calculations therein will not be subject to dispute and will be binding on the Trustee (on behalf of the Bondholders), the TIFIA Lender and any Additional Permitted Creditor absent manifest or clerical error. The Company will apply Concessionaire Damages received by it to cause the extraordinary mandatory redemption of any Bonds then outstanding, in the Applicable Prepayment Amount. Concessionaire Damages remaining after the application of amounts as described above will be deposited to the Revenue Account. At the beginning of each month with respect to which Concessionaire Damages were paid, at the Company’s written request, the portion thereof constituting Concessionaire Damages for the loss of Project Revenues for such month, together with interest or other earnings accrued thereon from the date of deposit, will be transferred to the Revenue Account.

Loss Proceeds Account

All Loss Proceeds received by the Company (other than in respect of business interruption or casualty loss proceeds involving a casualty loss of less than $5,000,000, adjusted annually by the percentage increase in the consumer price index, which are to be paid directly to the Revenue Account) are to be paid directly into the Loss Proceeds Account. Except in connection with the application of funds after an enforcement action as described in “—Application of Proceeds following an Enforcement Action”, amounts on deposit in the Loss Proceeds Account will, subject to the requirements of the Comprehensive Agreement, be withdrawn and paid as follows: first, until all required amounts have been utilized, to the Company to pay the costs of any restoration of the Project or any portion thereof in accordance with the Comprehensive Agreement and, to the extent applicable, the Financing Documents; second, until all required amounts have been utilized, to the extent applicable, to the Senior Creditors in fulfillment of the Company’s mandatory redemption obligations under the applicable Financing Documents; and third, in the case of any remaining monies, to the Revenue Account.

Construction Account

The following separate Project Accounts will be established and created within the Construction Account in the name of the Collateral Agent:

(a) the PABs Sub-Account;

(b) the Project Revenue Sub-Account;

(c) the Subordinated Debt and Equity Sub-Account;

(d) the Department Funding Sub-Account; and

(e) the TIFIA Sub-Account.

Prior to the Substantial Completion of the New Project Assets Date, Project Costs will be paid from the sub-accounts, as described below. The Company may open new sub-accounts of the Construction Account by providing to the Collateral Agent instructions in respect of the same for the purpose of depositing the proceeds of any Additional Permitted Indebtedness.

PABs Sub-Account.

The net proceeds of the Bonds will be deposited on the Financial Close Date into the PABs Sub-Account as provided by the Indenture. The PABs Sub-Account will be maintained in order to account for the receipt and

E-7 .

disbursement of proceeds (and all earnings thereon) of the Bonds, including but not limited to, the payment of, or reimbursement for a prior payment of, costs of issuance of the Series 2012 Bonds and Project Costs incurred prior to the Substantial Completion of the New Project Assets Date, as permitted by the Code and the Tax Certificate. The lien on the amounts in the PABs Sub-Account (and all earnings thereon) will apply only to the Senior Loan Agreement and the related interest of the Trustee and the Owners of the Bonds, and such amounts will be solely for the benefit of the Trustee on behalf of the Owners of the Bonds until such funds have been disbursed in accordance with the terms of the Collateral Agency Agreement. This exclusive lien will continue upon the occurrence and during the continuance of a Bankruptcy Related Event.

Monies on deposit in the PABs Sub-Account will be used to pay, or reimburse a prior payment of, Project Costs incurred prior to the Substantial Completion of the New Project Assets Date, as permitted by the Code. The Company will request disbursement of such funds from the PABs Sub-Account from time to time by delivering to the Collateral Agent (with a copy to the Trustee and the TIFIA Lender), a requisition signed by an authorized officer of the Company, together, solely in respect of construction costs related to the Project to be financed with proceeds deposited in the PABs Sub-Account as part of any such request, with a certificate of the technical advisor.

Project Revenue Sub-Account.

Prior to the Substantial Completion of the New Project Assets Date, the Collateral Agent will deposit the following funds into the Project Revenue Sub-Account promptly upon receipt thereof: (a) except for amounts to be deposited in other Project Accounts pursuant to the Collateral Agency Agreement, including but not limited to Project Revenues to be deposited into the Department Revenue Sharing Reserve Account as described below, all Project Revenues received prior to the Substantial Completion of the New Project Assets Date, (b) any delay-related liquidated damages received in connection with any Material Project Contract prior to the Substantial Completion of the New Project Assets Date and (c) any proceeds of Contingent Capital Contributions contributed pursuant to the Equity Contribution Agreement, including the proceeds of any drawing on any Equity Letter of Credit and/or any Contingent Cash Collateral Account with respect to such Contingent Capital Contributions (except for amounts to be deposited into the Subordinated Debt and Equity Sub-Account as described below). Pending such deposit, the Company will hold all such amounts coming into its possession in trust for the benefit of the Secured Parties.

Subject to “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” and the application of funds after an enforcement action as described in “—Application of Proceeds following an Enforcement Action” below, prior to the Substantial Completion of the New Project Assets Date, the Collateral Agent will make withdrawals, transfers and payments from the Project Revenue Sub-Account in the amounts, at the times and for the purposes specified in the Collateral Agency Agreement. Such withdrawals, transfers and payments will be made in the order of priority set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” below.

Subordinated Debt and Equity Sub-Account.

The Collateral Agent will deposit the proceeds of Base Capital Contributions made in accordance with the Equity Contribution Agreement, including the proceeds of any drawing on any Equity Letter of Credit and/or any draw on any Base Cash Collateral Account with respect to such Base Capital Contribution and the proceeds of certain Contingent Capital Contributions made in accordance with the Equity Contribution Agreement, into the Subordinated Debt and Equity Sub-Account. Monies representing Base Capital Contributions in the Subordinated Debt and Equity Sub-Account will be used, to the extent that funds on deposit or credited to the PABs Sub-Account, the Project Revenue Sub-Account (after giving effect to the withdrawals required to be made on such date pursuant to “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” below), the TIFIA Sub-Account, the Department Funding Sub-Account, any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness and the Excess Net Revenue Account are insufficient, to pay Project Costs then due and payable. The Company will request disbursement of such funds from the Subordinated Debt and Equity Sub-Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below.

E-8 .

TIFIA Sub-Account.

The Company will deposit or cause to be deposited into the TIFIA Sub-Account the net proceeds of each draw from the TIFIA Loan on the respective funding date of such draw. Monies on deposit in the TIFIA Sub-Account will be used for the purposes set forth in the TIFIA Loan Agreement. See “FINANCING FOR THE PROJECT—TIFIA Loan” for more details. The Company will request disbursement of such funds from the TIFIA Sub-Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below.

Department Funding Sub-Account.

The Public Funds Amount received from VDOT shall be deposited in the Department Funding Sub-Account. At any time and at the Company’s election, amounts in the Department Funding Sub-Account shall be disbursed into the Operating Account as payment for or reimbursement of certain Project Costs paid by or on behalf of the Company, in accordance with the terms of the Comprehensive Agreement. The Company will request disbursement of such funds from the Department Funding Sub-Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below.

Use of Remaining PABs Proceeds.

To ensure compliance with sections 142(a) and 142(m) of the Code in the event that less than 95% of the proceeds of the Bonds have been spent by the earlier of the Substantial Completion of the New Project Assets Date or the fifth (5th) anniversary of the issue date of the Series 2012 Bonds (the “5-year Redemption Date”), upon written direction to the Collateral Agent (with notice to the Trustee and the TIFIA Lender), the Company will use any proceeds of the Series 2012 Bonds remaining on deposit in the PABs Sub-Account (to the extent not otherwise required to be rebated to the United States in accordance with section 148(f) of the Code and the Indenture):

(a) on or after the Substantial Completion of the New Project Assets Date if such date is prior the 5-year Redemption Date to either (i) purchase the Series 2012 Bonds for cancellation at any reasonable price as determined by the Company, which price, however, will not exceed the principal amount thereof plus accrued and unpaid interest thereon, or (ii) defease the Series 2012 Bonds to the 5-year Redemption Date at par, subject to the provisions of the Indenture, by depositing such proceeds in an escrow account of the Trustee (outside the Bond Fund); and

(b) within 90 days after the 5-year Redemption Date to either (i) purchase the Series 2012 Bonds for cancellation at any reasonable price as determined by the Company, which price, however, will not exceed the principal amount thereof plus accrued and unpaid interest thereon, or (ii) redeem the Series 2012 Bonds at a Redemption Price of par;

unless the Company delivers to the Issuer and the Trustee an opinion of Bond Counsel that the proceeds remaining in the PABs Sub-Account need not be applied in accordance with the foregoing. In connection with such purchases, defeasances or redemptions, the Company will deliver to the Issuer and the Trustee an opinion of Bond Counsel (which opinion may be given in reliance upon such certification of the Company or such other parties as shall be deemed necessary and appropriate by Bond Counsel) that taking such action (or failing to take such actions) will not adversely affect the tax-exempt status of interest on the Series 2012 Bonds. Except as otherwise required by applicable law, to the extent that on the Substantial Completion of the New Project Assets Date there are any funds remaining on deposit in the Construction Account (or any sub-account thereof) in excess of any amounts transferred to the Construction Reserve Account, such amounts will be deposited into the Revenue Account.

Except as otherwise required by applicable law, to the extent that on the Substantial Completion of the New Project Assets Date there are any funds remaining on deposit in the Construction Account (or any sub-account thereof) in excess of any amounts transferred to the Construction Reserve Account, such amounts will be deposited into the Revenue Account.

E-9 .


On each monthly funding date commencing in the first month following the Tolling and O&M Work Commencement Date through the last monthly funding date to occur prior to the Substantial Completion of the New Project Assets Date, the Collateral Agent will deposit into the Excess Net Reserve Account the amounts described in clause Fifth set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date– Project Revenue Sub-Account of the Construction Account” below. Funds on deposit in the Excess Net Revenue Account will be applied to the payment of, or reimbursement for prior payment of, Project Costs to the extent amounts then on deposit in or credited to the PABs Sub-Account, the Project Revenue Sub-Account (after giving effect to the withdrawals required to be made on such date pursuant to “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” below), the TIFIA Sub-Account, the Department Funding Sub-Account and any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness are insufficient to pay or reimburse such Project Costs on any monthly funding date. Except as otherwise required by applicable law, and in the absence of an event of default under the Financing Documents that has occurred and is continuing, if, on the first monthly funding date following the Substantial Completion Date of the New Project Assets there are any funds remaining on deposit in the Excess Net Revenue Account, such funds will be deposited into the Revenue Account.

Construction Reserve Account.

On the Substantial Completion of the New Project Assets Date, the Collateral Agent will withdraw monies from the Construction Account and fund the Construction Reserve Account in an amount equal to (i) amounts projected to be payable to the Design Build Contractor under the Design Build Contract between the Substantial Completion of the New Project Assets Date and Final Completion Date, (ii) amounts projected to be payable to the Tolling Contractor under the Tolling Contract between the Substantial Completion of the New Project Assets Date and Final Completion Date, and (iii) any Project Costs incurred but not yet paid through and including the Substantial Completion of the New Project Assets Date. The Company will request disbursement of such funds from the Construction Reserve Account from time to time by delivering to the Collateral Agent a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” below, accompanied by a confirmation from the technical advisor. Except as otherwise required by applicable law, on the Final Completion Date, any funds remaining on deposit in the Construction Reserve Account (or any sub-account thereof) in excess of any Project Costs incurred but not yet paid through and including the Final Completion Date, will be deposited into the Revenue Account.

Debt Service Reserve Account

The Debt Service Reserve Account will be initially funded in cash by the Company on the Financial Close Date, in an amount equal to the Debt Service Reserve Required Balance as of such date. Thereafter, the Collateral Agent will cause amounts in the Construction Account or the Revenue Account, as applicable, to the extent available, to be deposited in accordance with the Collateral Agency Agreement into the Debt Service Reserve Account from time to time as will be necessary to maintain the Debt Service Reserve Required Balance.

Except as described below with respect to the substitution of cash or permitted investments in the Debt Service Reserve Account with an Acceptable Letter of Credit, monies on deposit in the Debt Service Reserve Account will be used by the Collateral Agent as follows:

(i) Prior to the Substantial Completion of the New Project Assets Date, in the event funds on deposit in the Project Revenue Sub-Account of the Construction Account are insufficient to fund the transfers contemplated by clause Second set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date– Project Revenue Sub-Account of the Construction Account” below, and funds in the PABs Sub-Account, the TIFIA Sub-Account, Department Funding Sub-Account, any other sub-account of the Construction Account containing proceeds of Additional Permitted Indebtedness, the Excess Net Revenue Account and Base Capital Contributions deposited to the Subordinated Debt and Equity Sub-Account of the Construction Account are insufficient to pay the amounts then due and payable under clause Second set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date– Project Revenue Sub-Account of the Construction Account”

E-10 .

below, funds on deposit in the Debt Service Reserve Account will be transferred and applied in accordance with such clause.

(ii) From and after the Substantial Completion of the New Project Assets Date, in the event funds on deposit in the Revenue Account are insufficient to fund the transfers contemplated by clauses Fourth, Fifth, and Eighth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, at the times required thereby, funds on deposit in the Debt Service Reserve Account will be transferred and applied to the Interest Payment Account, the Principal Payment Account or the TIFIA Payment Account, as applicable, in accordance with, and in the priority set forth in, such clauses.

(iii) Following the taking of an enforcement action, monies in the Debt Service Reserve Account will be applied in the manner described in “—Application of Proceeds following an Enforcement Action” below.

Commencing on the fifth anniversary of the Financial Close Date, upon notice to the Trustee and the TIFIA Lender, the Company may from time to time substitute for all or any portion of the cash or permitted investments on deposit in the Debt Service Reserve Account, an Acceptable Letter of Credit, in an amount equal to the amount of cash or permitted investments so substituted in the Debt Service Reserve Account; provided that the Company has delivered to the Collateral Agent (with a copy to the Trustee and the TIFIA Lender) a certification dated the proposed date of substitution as to the following:

(i) the Total Debt Service Coverage Ratio for each of the three Calculation Periods prior to the proposed date of such substitution was at least 1.50:1.00;

(ii) the Company is not aware of any event or circumstance that would be reasonably likely to cause the Total Debt Service Coverage Ratio to be less than 1.50:1.00 for the three Calculation Periods following the date of such proposed substitution; and

(iii) no default or event of default under the Financing Documents has occurred and is continuing at the time of such proposed substitution.

The Company will not be permitted to replace cash or permitted investments in the Debt Service Reserve Account with any Acceptable Letter of Credit before the fifth anniversary of the Financial Close Date.

The Collateral Agent will draw on any Acceptable Letter of Credit in the event funds on deposit in the Revenue Account, together with cash or permitted investments on deposit in the Debt Service Reserve Account, are insufficient to fund the transfers contemplated by clauses Fourth, Fifth and Eighth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date –Revenue Account” below, at the times required thereby. Funds drawn from any Acceptable Letter of Credit will be transferred and applied only in accordance with, and in the priority set forth in, such clauses.

So long as the cash or permitted investments on deposit in the Debt Service Reserve Account being substituted with any Acceptable Letter of Credit were not funded with proceeds of the Series 2012 Bonds, Project Revenues or the proceeds of the TIFIA Loan, the monies representing the amount so substituted will be paid directly to the Equity Participant that provided such Acceptable Letter of Credit without any condition or restriction. Any reimbursement obligation with respect to any Acceptable Letter of Credit will be non-recourse to the Company, the Issuer or the Project, nor will the issuer of any such Acceptable Letter of Credit have a lien on, or a security interest in, the Collateral.

In the event the issuer of any Acceptable Letter of Credit is downgraded below the minimum rating requirements set forth in the definition of “Acceptable Letter of Credit”, the Company will replace such Acceptable Letter of Credit with cash or with a replacement Acceptable Letter of Credit within 45 days following such downgrade and, if not so replaced, the Collateral Agent shall and will be authorized to draw on such Acceptable Letter of Credit in its entirety and deposit such amount into the Debt Service Reserve Account. An Acceptable

E-11 .

Letter of Credit must be replaced with cash or with a replacement Acceptable Letter of Credit within 30 days prior to the expiration date of such letter of credit and, if not so replaced, the Collateral Agent shall and will be authorized to draw on such letter of credit in its entirety and deposit such amount be into the Debt Service Reserve Account.

To the extent that, on any date of determination after the Substantial Completion of New Project Assets Date, amounts on deposit in the Debt Service Reserve Account are in excess of the Debt Service Reserve Required Balance, such excess amounts will be deposited into the Revenue Account.

Major Maintenance Reserve Account

The Major Maintenance Reserve Account will be initially funded by the Company (whether with equity contributions, Project Revenues or other funds available for such purpose) on the Substantial Completion of the New Project Assets Date, in an amount equal to the Major Maintenance Reserve Required Balance as of such date, and the Collateral Agent will thereafter, in accordance with the flow of funds set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, cause amounts in the Revenue Account, to the extent available, to be deposited into the Major Maintenance Reserve Account from time to time as will be necessary to maintain the Major Maintenance Reserve Required Balance. All amounts on deposit in the Major Maintenance Reserve Account will be available exclusively for funding Maintenance Capital Expenditures and will not be available for any other purpose, except in the event of an enforcement action against the Collateral. See “—Application of Proceeds following an Enforcement Action.” Monies in the Major Maintenance Reserve Account will be transferred to the Operating Account in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” and used to pay for Maintenance Capital Expenditures on each monthly funding date (or any other date) on which Maintenance Capital Expenditures are due and payable or reasonably expected to become due and payable prior to the next succeeding monthly funding date.

Upon notice to the Trustee and the TIFIA Lender, the Company may from time to time substitute for all or any portion of the cash or permitted investments on deposit in the Major Maintenance Reserve Account, an Acceptable Letter of Credit, in an amount equal to the amount of cash or permitted investments so substituted in the Major Maintenance Reserve Account. The Collateral Agent will draw on any Acceptable Letter of Credit in the event funds on deposit in the Revenue Account, together with cash or permitted investments on deposit in the Major Maintenance Reserve Account, are insufficient to fund Maintenance Capital Expenditures then due and payable or projected to become due and payable before the next monthly funding date.

So long as the cash or permitted investments on deposit in the Major Maintenance Reserve Account being substituted with any Acceptable Letter of Credit were not funded with proceeds of the Bonds, Project Revenues or the proceeds of the TIFIA Loan, the monies representing the amount so substituted will be paid directly to the Equity Participant that provided such Acceptable Letter of Credit without any condition or restriction. Any reimbursement obligation with respect to any Acceptable Letter of Credit will be non-recourse to the Company, the Issuer or the Project, nor will the issuer of any such Acceptable Letter of Credit have a lien on, or a security interest in, the Collateral.

In the event the issuer of any Acceptable Letter of Credit is downgraded below the minimum rating requirements set forth in the definition of “Acceptable Letter of Credit”, the Company will replace such Acceptable Letter of Credit with cash or with a replacement Acceptable Letter of Credit within 45 days following such downgrade and, if not so replaced, the Collateral Agent will be authorized to drawn on such Acceptable Letter of Credit in its entirety and deposit such amounts into the Major Maintenance Reserve Account. An Acceptable Letter of Credit must be replaced with cash or with a replacement Acceptable Letter of Credit within 30 days prior to the expiration date of such letter of credit and, if not so replaced, the Collateral Agent will be authorized to draw on such letter of credit in its entirety and deposit such amounts into the Major Maintenance Reserve Account.

To the extent that, on any date of determination after the Substantial Completion of New Project Assets Date, amounts on deposit in the Major Maintenance Reserve Account are in excess of the Major Maintenance Reserve Required Balance, such excess amounts will be deposited into the Revenue Account.

E-12 .


The Distribution Account will be funded as described in clause Seventeenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. The Distribution Account and funds credited to such account will not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties and the Company will have the exclusive right to withdraw or otherwise dispose of funds on deposit in the Distribution Account.

Funds on deposit in the Distribution Account will be distributed as directed by the Company in writing in its sole discretion on any Calculation Date; provided that all of the following conditions are satisfied on such Calculation Date (collectively, the “Restricted Payment Conditions”):

(i) all transfers and distributions required to be made pursuant to clauses First through Sixteenth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below on or prior to such Calculation Date have been satisfied in full;

(ii) no default or event of default under the Financing Documents has occurred and is continuing, or would occur as a direct result of the proposed transfer of funds to the Distribution Account;

(iii) the Debt Service Reserve Account and the Major Maintenance Reserve Account have been funded (as described above) in an amount equal to the then applicable Debt Service Reserve Required Balance and Major Maintenance Reserve Required Balance, respectively, as of such date;

(iv) the Company provides a written certification that (i) for the immediately preceding Calculation Period, the Total Debt Service Coverage Ratio as of the last date of such Calculation Period was not less than 1.30 to 1.00, and (ii) for the immediately succeeding Calculation Period, the Total Debt Service Coverage Ratio is projected to be not less than 1.30 to 1.00;

(v) VDOT has not exercised its right to terminate the Comprehensive Agreement pursuant to a Company Default or VDOT has rescinded any notice of termination previously issued pursuant to the Comprehensive Agreement;

(vi) the Substantial Completion of the New Project Assets Date has occurred;

(vii) if the TIFIA Loan is outstanding on such Calculation Date, the Company has satisfied the conditions to distributions set forth in the TIFIA Loan Agreement; and

(viii) the Company certifies in writing to the Collateral Agent that the Restricted Payment Conditions have been met.


The Equity Lock-up Account will be funded as described in clause Fourteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. All funds held by the Collateral Agent in the Equity Lock-up Account may be released to the Distribution Account upon the satisfaction of the Restricted Payment Conditions by the Company for two (2) consecutive Calculation Dates. In the event that amounts on deposit in the Revenue Account and all available amounts in the Interest Payment Account and the Principal Payment Account applied pursuant to the Collateral Agency Agreement are insufficient at any time to pay in full the amounts described in clauses First through Tenth and Thirteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, the Collateral Agent will use the funds on deposit in the Equity Lock-up Account to pay such remaining amounts. The Collateral Agent will also transfer funds from the Equity Lock-up Account to the TIFIA Sinking Fund Account in accordance with and subject to clause Fifteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date – Revenue Account” below, and to the TIFIA Payment Account on the Debt Service Payment Commencement Date (or any other date permitted by the TIFIA Loan Agreement) in the amount of any required

E-13 .

prepayment of the TIFIA Obligations pursuant to the TIFIA Loan Agreement. See “FINANCING FOR THE PROJECT—TIFIA Loan—Prepayment of TIFIA Loan.”

Interest Payment Account

Funds will be deposited in the Interest Payment Account as described in clause Second set forth in “—Flow of Funds Prior to the Substantial Completion of the New Project Assets Date –Project Revenue Sub-Account of the Construction Account” and clause Fourth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account.” On each date when the interest portion on Senior Debt Service will be due and payable, monies on deposit in the Interest Payment Account will be transferred pro rata to the payment of such Senior Obligations in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.” In the event that amounts on deposit in the Revenue Account are insufficient at any time to pay in full the amounts described in clauses First through Third as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, the Collateral Agent will apply funds then on deposit in the Interest Payment Account to pay such remaining amounts.

Principal Payment Account

Funds will be deposited in the Principal Payment Account as described in clause Fifth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account.” On each date when the principal portion on Senior Debt Service (including any mandatory redemption payments therein) will be due and payable, monies on deposit in the Principal Payment Account will be transferred pro rata to the payment of Senior Obligations in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.” In the event that amounts on deposit in the Revenue Account are insufficient at any time to pay in full the amounts described in clauses First through Fourth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below, the Collateral Agent will apply funds then on deposit in the Principal Payment Account to pay such remaining amounts.

TIFIA Payment Account and TIFIA Sinking Fund Account

Funds will be deposited in the TIFIA Payment Account as described in clauses Eighth, Eleventh and Sixteenth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. On each date when TIFIA Mandatory Debt Service, TIFIA Scheduled Debt Service, TIFIA Revenue Sharing Amounts and/or a prepayment of the TIFIA Obligations will be due and payable, monies on deposit in the TIFIA Payment Account will be transferred to the TIFIA Lender in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.”

Funds will be deposited in the TIFIA Sinking Fund Account as described in clause Fifteenth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” below. On each date when prepayment of the TIFIA Loan is required pursuant to the TIFIA Loan Agreement, monies on deposit in the TIFIA Sinking Fund Account in the amount required pursuant to the TIFIA Loan Agreement will be transferred to the TIFIA Lender in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.” To the extent excess amounts remain in the TIFIA Sinking Fund Account that are not required to be applied pursuant to the TIFIA Loan Agreement and the Restricted Payment Conditions are satisfied, such amounts will be transferred to the Distribution Account in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts.”

Department Revenue Sharing Reserve Account and Assigned Gross Revenue Sharing Account

To the extent that the Company is in receipt of Cumulative Gross Revenues in the amounts specified in the Comprehensive Agreement, the Company will deposit, or cause to be deposited into the Department Revenue Sharing Reserve Account the then applicable Revenue Payment Percentage of the Project Revenues received each day and the remaining Project Revenues after such deposit will be deposited into the appropriate Project Account

E-14 .

pursuant to the Collateral Agency Agreement. The Company will be entitled to deposit additional amounts into the Department Revenue Sharing Reserve Account in an aggregate amount not to exceed the amount necessary to satisfy the Company’s obligation to pay Assigned Gross Revenues for a particular calendar year into the Assigned Gross Revenue Sharing Account pursuant to the Comprehensive Agreement minus amounts then on deposit in the Department Revenue Sharing Reserve Account.

In the event funds on deposit in the Revenue Account are insufficient to fund the transfers contemplated by clauses First through Eighth as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date – Revenue Account” below at the times required thereby, funds on deposit in the Department Revenue Sharing Reserve Account may be transferred and applied, at the direction of the Company in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts”, to such transfers, as applicable, in accordance with, and in the priority set forth in, such clauses.

Monies on deposit in the Department Revenue Sharing Reserve Account will be transferred to the Assigned Gross Revenue Sharing Account in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” at such times and in such amounts as required by the Comprehensive Agreement. Any amounts remaining in the Department Revenue Sharing Reserve Account after such transfer will be transferred to the Revenue Account.

To the extent monies on deposit in the Assigned Gross Revenue Sharing Account constitute Assigned Gross Revenues, such Assigned Gross Revenues shall be held in trust, in the absence of the occurrence of a Bankruptcy Related Event, for the sole and exclusive benefit of VDOT and shall not be subject to the security interest granted pursuant to the Security Agreement in favor of the Secured Parties. Monies on deposit in the Assigned Gross Revenue Sharing Account shall be transferred in accordance with a funds transfer certificate as described in “—Withdrawal and Application of Funds; Priority of Transfers from Project Accounts” at such times and in such amounts as required by the Comprehensive Agreement; provided that, notwithstanding the foregoing, the Collateral Agent will transfer any amounts so deposited to VDOT no later than one (1) business day after the date of deposit.

Sponsor Cash Collateral Account

Pursuant to the Equity Contribution Agreement, an Equity Participant may, but is not obligated to, deposit amounts from time to time prior to the Substantial Completion of the New Project Assets Date into (i) its applicable Sponsor Base Cash Collateral Account to satisfy all or a portion of its obligation to secure its obligation to make Base Capital Contributions or (ii) its applicable Sponsor Contingent Cash Collateral Account to satisfy all or a portion of its obligation to secure its obligation to make Contingent Capital Contributions.

To the extent there are deposits then available in the applicable Sponsor Base Cash Collateral Account when a Base Capital Contribution is due or in the applicable Contingent Cash Collateral Account when a Contingent Capital Contribution is due, such Equity Participant will instruct the Company to direct the Collateral Agent regarding whether to withdraw funds from such applicable Sponsor Cash Collateral Account to satisfy in whole or in part such Equity Participant’s obligations under the Equity Contribution Agreement.

Upon the occurrence of a Base Overfunding and at the direction of such Equity Participant, the Collateral Agent will release funds from the applicable Sponsor Base Cash Collateral Account to the applicable Equity Participant (or as directed by such Equity Participant) in an amount not to exceed the Base Overfunding. Upon the occurrence of a Contingent Overfunding and at the direction of such Equity Participant, the Collateral Agent will release funds from the applicable Sponsor Contingent Cash Collateral Account to the applicable Equity Participant (or as directed by such Equity Participant) in an amount not to exceed the Contingent Overfunding. When the Contingent Capital Commitment of an Equity Participant equals zero and at the direction of such Equity Participant, any remaining funds on deposit in any applicable Sponsor Contingent Cash Collateral Account will be released to the applicable Equity Participant (or as directed by such Equity Participant).

Pursuant to written instruction to the Collateral Agent by the Company (at the direction of an Equity Participant), interest paid in respect to any applicable Sponsor Cash Collateral Account may be withdrawn periodically; provided, that, at the time of such withdrawal, the aggregate amount of (1) the amounts then on deposit

E-15 .

in the applicable Sponsor Base Cash Collateral Account plus (2) the amounts then available under such Equity Participant’s Equity Letter(s) of Credit (if any) is not less than such Sponsor’s Base Capital Commitment or Contingent Capital Commitment, as applicable, on such date of determination without giving effect to such withdrawal and such withdrawal would not cause the aggregate amount of the amounts in clause (1) plus clause (2) to be less than such Sponsor’s Base Capital Commitment or Contingent Capital Commitment, as applicable, on such date of determination after giving effect to such withdrawal.

Except as otherwise required by applicable law, if, upon notice from the Company that the Substantial Completion of the New Project Assets Date has occurred, there are any funds remaining on deposit in any applicable Sponsor Base Cash Collateral Account, such funds will be released to the applicable Equity Participant (or as directed by such Equity Participant); provided that all Base Capital Contributions required to be paid by a particular Equity Participant pursuant to the Equity Contribution Agreement have been paid.

Operating Account

In addition to these Project Accounts, the Company will also establish an operating account with a financial institution with a branch office in the Commonwealth (the “Operating Account”), and such account will be maintained in the name of the Company. The Operating Account will also constitute a Project Account and will be subject to an account control agreement with the applicable bank. Checks may be written by the Company on the Operating Account without further notice or requisition. The Company may transfer to the Operating Account (i) any amounts available under clauses First, Second and Twelfth set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date– Revenue Account” and will thereafter apply such funds in the Operating Account for the payment of fees, administrative costs and expenses for the Project, O&M Expenditures, Maintenance Capital Expenditures and discretionary capital expenditures (as permitted under the Financing Documents) in accordance with the terms of the Collateral Agency Agreement, (ii) any amounts from the Construction Account and any sub-account thereof as necessary to pay Project Costs in accordance with the Collateral Agency Agreement, (iii) any amounts from the Construction Reserve Account in accordance with the Collateral Agency Agreement, (iv) any amounts from the Excess Net Revenue Account in accordance with the Collateral Agency Agreement, and (v) any amounts from the Major Maintenance Reserve Account in accordance with the Collateral Agency Agreement and shall thereafter apply such funds for the payment of Project Costs. The Company may apply monies on deposit in the Operating Account in order to fund the initial deposit of the Major Maintenance Reserve Account.

Funds as Collateral; Investments

Certain deposits made into the Project Accounts are irrevocable and all cash, cash equivalents, instruments, investments and other securities on deposit in the Project Accounts (other than the Distribution Account and to the extent monies on deposit in the Assigned Gross Revenue Sharing Account constitute Assigned Gross Revenues) are subject to the Lien of the Security Agreement and will be held by the Collateral Agent as collateral for the benefit of the Secured Parties.

Certain funds in the Project Accounts (other than the Operating Account and the Distribution Account) may be invested and reinvested only in permitted investments in accordance with written instructions given to the Collateral Agent in accordance with the Collateral Agency Agreement and, unless an Event of Default has occurred and is continuing, the Company is entitled to instruct the Collateral Agent to liquidate permitted investments for purposes of effecting any such investment. The Collateral Agent is not liable for any loss resulting from any permitted investment or the sale or redemption. If and when cash is required for disbursement in accordance with the Collateral Agency Agreement, the Collateral Agent is authorized, without instructions from the Company, to the extent necessary to make payments required pursuant to the Collateral Agency Agreement in the event the Company fails to direct the Collateral Agent to do so in a timely manner, to cause permitted investments to be sold or otherwise liquidated into cash (without regard to maturity) in such manner as the Collateral Agent shall deem reasonable and prudent under the circumstances. All funds in the Project Accounts (other than the Operating Account and the Distribution Account) and all permitted investments will be held by the Collateral Agent and the interests of the Company therein (other than the Distribution Account) will constitute part of the security subject to the pledge and security interest created by the Security Documents.

E-16 .

The Collateral Agent has no obligation to invest or reinvest the funds if all or a portion of the funds is deposited with the Collateral Agent unless in accordance with the Collateral Agency Agreement and the parties each acknowledge that non-deposit investment products are not obligations of, or guaranteed, by Deutsche Bank Trust Company Americas nor any of its affiliates and are subject to certain investment risks. Any investment direction may be executed through an affiliated broker or dealer of the Collateral Agent. The Collateral Agent may earn fees associated with the investments outlined above to the extent previously agreed with the Company. Investments may be held by the Collateral Agent directly or through any clearing agency or depository including, without limitation, the federal reserve/treasury book-entry system for United States and federal agency securities, and The Depository Trust Company. The Collateral Agent has no responsibility or liability for the actions or omissions to act on the part of any clearing agency.

Withdrawal and Application of Funds; Priority of Transfers from Project Accounts

Except as provided in the Collateral Agency Agreement, each withdrawal or transfer of funds from the Project Accounts (other than from the Operating Account and the Distribution Account) by the Collateral Agent on behalf of the Company will be made pursuant to an executed funds transfer certificate, which certificate will be provided and prepared by the Company and will contain a certification by the Company that such withdrawal or transfer complies with the requirements of the Collateral Agency Agreement. Unless a shorter period is acceptable to both the Collateral Agent and the Instructing Controlling Party (as determined pursuant to the Intercreditor Agreement, the “Instructing Controlling Party”), such funds transfer certificate relating to each applicable Project Account (other than the Operating Account and the Distribution Account) will be delivered to the Collateral Agent (with a copy to the Instructing Controlling Party) no later than two (2) business days prior to each date on which funds are proposed to be withdrawn or transferred. If the Instructing Controlling Party provides written notice to the Collateral Agent, the Company and the Secured Parties that any payment, withdrawal or transfer of funds is not in compliance with the requirements of the Collateral Agency Agreement or the other Financing Documents, the Company will not be entitled to cause the proposed withdrawal or transfer until it has submitted a revised and compliant certificate. Upon receipt of a notice of an Event of Default (and during the continuance of the related Event of Default), the Instructing Controlling Party (acting in accordance with the terms of the Intercreditor Agreement) may, following the taking of an enforcement action, without consent of the Company, instruct the Collateral Agent in writing to pay the proceeds of the Project Accounts in accordance with the terms of the Intercreditor Agreement and in the order set forth in “—Application of Proceeds following an Enforcement Action” below, so long as such payments are on account of amounts due under the Transaction Documents.

Flow of Funds Prior to Substantial Completion of the New Project Assets Date – Project Revenue Sub-Account of the Construction Account

Pursuant to the terms of the Collateral Agency Agreement, prior to the Substantial Completion of the New Project Assets Date, certain funds as described in “PROJECT ACCOUNTS AND FLOW OF FUNDS —Description of Project Accounts —Construction Account —Project Revenue Sub-Account” above are required to be deposited into the Project Revenue Sub-Account of the Construction Account, and the Collateral Agent is required to make the following withdrawals, transfers and payments from the Project Revenue Sub-Account in the amounts, at the times, for the purposes and in the order of priority (the “Project Revenue Sub-Account Flow of Funds”) set forth below upon the instructions of the Company.

O&M Expenditures, and Certain Amounts Owed to VDOT, if any

First, on each monthly funding date (or, with respect to clause (ii) below, any other date when so due and payable), to the Operating Account, an amount equal to (i) the O&M Expenditures then due and payable or reasonably projected to become due and payable prior to the next succeeding monthly funding date plus (ii) any amounts then owed by the Company to VDOT pursuant to the Comprehensive Agreement; in each case, to the extent such amounts have not been paid using funds available for such purpose in other sub-accounts of the Construction Account;

E-17 .

Interest on Senior Debt Service

Second, with respect to any six-month period ending on a Calculation Date, on each monthly funding date and on such Calculation Date pro rata to the respective Senior Obligations, to the Interest Payment Account, an amount equal to the amount determined pursuant to clause Fourth of the Revenue Account Flow of Funds (as set forth in “—Flow of Funds After the Substantial Completion of the New Project Assets Date – Revenue Account”); and with respect to such Senior Debt Service, to the extent such debt service or any portion thereof has not been paid using funds available for such purpose in other sub-accounts of the Construction Account;

↓


Third, on each Calculation Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First and Second of this Project Revenue Sub-Account Flow of Funds, to the Debt Service Reserve Account to the extent necessary to fund such account so that the balance therein (taking into account amounts then on deposit therein) equals the Debt Service Reserve Required Balance, to the extent such amounts have not been funded using funds available for such purpose in other sub-accounts of the Construction Account;

↓

Other Project Costs and Interest and Scheduled Hedging Obligations with respect to Permitted Second Lien Obligations

Fourth, on each monthly funding date, to the Operating Account, an amount equal to other Project Costs, if any, then due and payable or reasonably projected to become due and payable prior to the next succeeding monthly funding date; and pro rata to the holders of any Permitted Second Lien Obligations, to the interest portion due on such Permitted Second Lien Obligations and scheduled payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the Company with respect to scheduled Hedging Obligations under Hedging Agreements, to the extent such Project Costs and amounts due in connection with any such Permitted Second Lien Obligations have not been paid using funds available for such purpose in other sub-accounts of the Construction Account;

↓


Fifth, on each monthly funding date, to the Excess Net Revenue Account, to the extent funds are available after giving effect to all of the transfers required to be made pursuant to prior clauses First, Second, Third, and Fourth of this Project Revenue Sub-Account Flow of Funds on such date, the amount that actual Project Revenues less actual O&M Expenditures for such monthly period exceeded projected Project Revenues less budgeted O&M Expenditures for such period set forth in the Base Case Financial Model delivered on the Financial Close Date.

E-18 .

Flow of Funds After Substantial Completion of the New Project Assets Date – Revenue Account

Pursuant to the terms of the Collateral Agency Agreement, after the Substantial Completion of the New Project Assets Date, certain funds as described in “PROJECT ACCOUNTS AND FLOW OF FUNDS —Description of Project Accounts —Revenue Account” above are required to be deposited into the Revenue Account, and the Collateral Agent is required to make the following withdrawals, transfers and payments from the Revenue Account in the amounts, at the times, for the purposes and in the order of priority (the “Revenue Account Flow of Funds”) set forth below upon the instructions of the Company.

Fees, Administrative Costs and other Expenses and Certain Amounts Owed to VDOT, if any

First, on each monthly funding date (or any other date when so due and payable), to the Operating Account an amount equal to (i) fees, administrative costs and expenses then due and payable to the Collateral Agent, the Trustee, any other Secured Creditor or any agent or trustee representing such other Secured Creditor, the Issuer or any rating agency, as applicable and (ii) any amounts then owed by the Company to the Department pursuant to the Comprehensive Agreement;

↓

O&M Expenditures and Maintenance Capital Expenditures

Second, on each monthly funding date (or, with respect to clause (ii) below, any other date when so due and payable), to the Operating Account, (i) after the application for such purposes of funds on deposit in the Major Maintenance Reserve Account, an amount equal to the O&M Expenditures and Maintenance Capital Expenditures then due and payable or reasonably projected to be due and payable prior to the next succeeding monthly funding date, plus (ii) any amounts to be used solely to fund the Company’s obligations then due and payable or reasonably projected to be due and payable prior to the next succeeding monthly funding date under a Safety Compliance Order pursuant to the Comprehensive Agreement;

↓

Payments to the Rebate Fund

Third, on each monthly funding date, any payments then due and payable by the Company to the Rebate Fund or any similar rebate fund established with respect to any future tax-exempt borrowing transaction;

E-19 .

Interest Portion on Senior Obligations

Fourth, on each monthly funding date, to the Interest Payment Account the sum of (A)(1) in the case of outstanding Senior Obligations with semiannual interest payment dates, one-sixth (1/6) of the amount of the interest payable on such Senior Obligations on the next interest payment date; (2) in the case of outstanding Senior Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest payable on such Senior Obligations on the next interest payment date; (3) in the case of outstanding Senior Obligations with monthly interest payment dates, the amount of interest payable on the next interest payment date; plus (B) the sum of any continuing shortfall in transfers required to have been made on any preceding monthly funding date and any amounts transferred from the Interest Payment Account and not repaid; plus (C) if such monthly funding date is also an interest payment date or the last monthly funding date before an interest payment date, any other amount required to make the amount credited to the Interest Payment Account equal to the amount payable on the Senior Obligations on such interest payment date; provided, however, that if the monthly funding date is the first monthly funding date after Senior Obligations are issued or after the Bonds of a series are converted to a Determination Method that includes interest payment periods of a different length, the amounts deposited to the Interest Payment Account pursuant to A(1) or (A)(2) for such Senior Obligations or Bonds for the first interest payment date after such Senior Obligations are issued or such Bonds are converted shall be equal to the amount that if deposited on each monthly funding date prior to the first interest payment date will equal the amount required to pay interest due on such Senior Obligations, including such Bonds, on that interest payment date;

↓

Principal Portion of Senior Obligations

Fifth, on each monthly funding date, commencing six months before the first principal payment date (including any mandatory sinking fund redemption date), to the Principal Payment Account, the sum of (A) one-sixth (1/6) of the principal due on Senior Obligations with semiannual principal payment or mandatory sinking fund redemption dates, plus one-twelfth (1/12) of the principal due on Senior Obligations with annual principal payment dates or mandatory sinking fund redemption dates; and (B) the sum of any shortfall in transfers required to have been made on any previous monthly funding date, plus any amounts transferred from the Principal Payment Account and not repaid; and (C) if the monthly funding date is also a principal payment date (or mandatory sinking fund redemption date) or the last monthly funding date before a principal payment date (or mandatory sinking fund redemption date), any other amount required to make the amount credited to the Principal Payment Account equal to the amount of principal due on such principal payment date or mandatory sinking fund redemption date;

↓

Interest Portion on Permitted Second Lien Obligations and Scheduled Hedging Obligations with respect to thereto, if any

Sixth, on each Calculation Date, pro rata to the holders of any Permitted Second Lien Obligations, the interest portion due on such Permitted Second Lien Obligations, and, to the applicable Hedging Banks, scheduled payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the Company with respect to such scheduled Hedging Obligations, under any Hedging Agreements entered into in connection with such Permitted Second Lien Obligations;

↓

E-20 .

Principal Portion of Permitted Second Lien Obligations, Mandatory Prepayments thereof and any Hedging Termination Obligations related thereto

Seventh, on each Calculation Date, pro rata to the holders of any Permitted Second Lien Obligations, the principal portion due on such Permitted Second Lien Obligations, mandatory prepayments with respect to such Permitted Second Lien Obligations and, to the applicable Hedging Banks, any Hedging Termination Obligations related to mandatory prepayments or mandatory redemptions of any Permitted Second Lien Obligations, if any;

↓

TIFIA Mandatory Debt Service

Eighth, on each Calculation Date, to the TIFIA Payment Account, an amount which equals the TIFIA Mandatory Debt Service due on the immediately succeeding TIFIA Payment Date;

↓


Ninth, on each Calculation Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First through Eighth of this Revenue Account Flow of Funds, to the Debt Service Reserve Account to the extent necessary to fund such account so that the balance therein (taking into account amounts then on deposit therein) equals the Debt Service Reserve Required Balance;

↓

Major Maintenance Reserve Account Shortfall, if any

Tenth, on each Calculation Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses First through Ninth of this Revenue Account Flow of Funds, to the Major Maintenance Reserve Account to the extent necessary to fund such account so that the balance therein (taking into account amounts then on deposit therein) equals the Major Maintenance Reserve Required Balance;

↓

TIFIA Scheduled Debt Service

Eleventh, on each Calculation Date, to the TIFIA Payment Account, an amount which equals the TIFIA Scheduled Debt Service (excluding any amounts to be applied to TIFIA Mandatory Debt Service in accordance with clause Eighth of the Revenue Account Flow of Funds) due on the immediately succeeding TIFIA Payment Date;

↓

Discretionary Capital Expenditures

Twelfth, on each monthly funding date, to the Operating Account, an amount equal to the discretionary capital expenditures (as permitted under the Financing Documents) then due and payable or reasonably projected to become due and payable prior to the next succeeding monthly funding date, so long as the Restricted Payment Conditions are satisfied as of the Calculation Date occurring on or immediately prior to such monthly funding date;

↓

Voluntary Prepayments and/or Optional Redemptions of Senior Obligations

Thirteenth, on each date on which the following amount shall be then due and payable, to the applicable Senior Creditors any voluntary prepayments and/or optional redemptions of Senior Obligations;

↓

E-21 .


Fourteenth, on any Calculation Date, if the Restricted Payments Conditions have not been satisfied, to the Equity Lock-up Account all funds then available after application of funds for the purposes specified in the prior clauses First through Thirteenth of this Revenue Account Flow of Funds;

↓

TIFIA Sinking Fund Account

Fifteenth, on any Calculation Date or such other date prior to the next succeeding Calculation Date as permitted under the TIFIA Loan Agreement, to the TIFIA Sinking Fund Account funds as and when available in the Equity Lock-up Account in the amount specified in the TIFIA Loan Agreement;

↓

TIFIA Revenue Share Amount

Sixteenth, on each date on which the following amounts shall be then due and payable, to the TIFIA Payment Account, the TIFIA Revenue Sharing Amount, if any, and other required prepayments of the TIFIA Loan pursuant to the TIFIA Loan Agreement; and

↓


Seventeenth, on each Calculation Date on which all of the Restricted Payment Conditions are satisfied on such Calculation Date, to the Distribution Account, all remaining amounts, if any.

Termination of Project Accounts

Upon satisfaction in full of the Secured Obligations as confirmed in writing by the Instructing Controlling Party, the Collateral Agency Agreement will terminate, and within thirty (30) days of receipt of a request from the Company and at the expense of the Company, the Collateral Agent will close certain of the Project Accounts and/or liquidate any investments credited thereto and/or transfer the funds deposited, as directed by the Company. Thereafter, the Collateral Agent will be released from any further obligation to (a) comply with entitlement orders originated by the Instructing Controlling Party to the extent that any of the Project Accounts (other than the Operating Account and the Distribution Account) is a "securities account" under the applicable provision of the Uniform Commercial Code or (b) comply with instructions originated by the Instructing Controlling Party to the extent that any of the Project Accounts (other than the Operating Account and the Distribution Account) is a "deposit account" under the applicable provision of the Uniform Commercial Code or (c) comply with any obligation under any Financing Document (except as specifically provided therein).

Securities Intermediary

The Securities Accounts will be established and maintained as securities accounts with the Securities Intermediary. Each of the parties to the Collateral Agency Agreement agrees that Deutsche Bank Trust Company Americas (or any successor thereto) will act as the “Securities Intermediary.”

The Securities Intermediary has agreed that (i) each of the Securities Accounts will be an account to which financial assets may be credited and (ii) each item of property credited to each Securities Account will be treated as a financial asset. Each of the Collateral Agent and the Securities Intermediary make representations and warranties customary for a Collateral Agency Agreement. The Securities Intermediary will (i) not change the name or account number of any Securities Account without the prior written consent of the Collateral Agent and the Company (ii) will not change the entitlement holder (iii) at all times act as a "securities intermediary" (iv) hold financial assets as the agent of the Collateral Agent and agrees that it has received notification of the Collateral Agent's security interest in such financial asset and that it is holding possession of such financial asset for the benefit of the Collateral Agent (v) each Securities Account will remain at all times with a "securities intermediary" that is a bank organized under the laws of the United States of America or any state thereof that has offices in the State of New York with unsecured long-term debt which will be rated "A" or better by S&P or "A2" or better by Moody's and that has a total capital stock and unimpaired surplus of not less than $500,000,000, and (vi) it will give written notice to the

E-22 .

Collateral Agent and the Company of the location of the Securities Accounts and of any change thereof prior to the use or change thereof.

Title to the cash amounts on deposit in each Securities Account will constitute part of the Collateral for the Secured Obligations and will be held for the benefit of the Secured Parties and the Company. Any income received by the Collateral Agent with respect to the balance from time to time on deposit in each Securities Account will be credited to the applicable Securities Account. In the event that the Securities Intermediary has or obtains a security interest in any of the Securities Accounts, the Securities Intermediary agrees that such security interest will be subordinate to the security interest of the Collateral Agent. The Securities Intermediary agrees to comply with any and all instructions originated by the Collateral Agent directing disposition of funds in the Project Accounts without any further consent of the Company.

Change of Deposit Account Bank and Inadequately Identified Amounts

The Deposit Account Bank may be changed to another bank by the Company (in accordance with certain requirements). If the Deposit Account Bank at any time gives notice (“Termination Notice”) that it no longer wishes to act as a Deposit Account Bank, the Company will promptly (and, to the extent possible, prior to the effective date of such Termination Notice) appoint a replacement Deposit Account Bank (subject to certain further conditions). The Operating Account will at all times be maintained with a single Deposit Account Bank. The Company will notify the Collateral Agent (with a copy to the Trustee and the TIFIA Lender) of a Termination Notice promptly upon receipt thereof by the Company. The new Deposit Account Bank will be required, prior to becoming the Deposit Account Bank, to (i) enter into one or more Control Agreements with the Company and the Collateral Agent and carry out such further acts as the Instructing Controlling Party may reasonably request in order to perfect the security interest of the Collateral Agent and (ii) agree to provide certain reports pursuant to the Collateral Agency Agreement.

In the event that the Collateral Agent receives any amount which is inadequately or incorrectly identified as to the Project Account into which such amount is to be credited, the Collateral Agent will (i) notify the Company (with a copy to the Trustee and the TIFIA Lender) and will request revised instructions, and (ii) will credit such amount to the Revenue Account until such time as the Collateral Agent receives revised instructions from the Company, in which case the Collateral Agent will credit such amount to the Project Account Designated by the Company.

Termination Proceeds

The Company will deposit to the Revenue Account (or, if prior to the Substantial Completion of the New Project Assets Date, the Project Revenue Sub-Account of the Construction Account) proceeds of any payment of termination compensation or other termination proceeds received from VDOT under the Comprehensive Agreement, and the amounts will be applied for the payment of the items and in the priority described in “—Application of Proceeds following an Enforcement Action” above, subject to the Intercreditor Agreement, unless the Bonds and/or the TIFIA Loan have been accelerated, in which case, such amounts will be applied to the mandatory redemption of the Bonds and/or a mandatory prepayment of the TIFIA Loan

Collateral and Remedies; Notice of Event of Default; Enforcement of Remedies.

The Collateral Agent (unless an Authorized Officer has actual knowledge) will not be deemed to have knowledge of a Event of Default until it receives written notice from the Company, the Instructing Controlling Party (acting in accordance with the terms of the Intercreditor Agreement) or any other Secured Party describing such Event of Default. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent will, subject to the terms of the Collateral Agency Agreement, take the enforcement action with respect to such Event of Default as directed by the Instructing Controlling Party (acting in accordance with the terms of the Intercreditor Agreement and the Security Documents) (“Direction Notice”). In the absence of such Direction Notice, the Collateral Agent may (but shall not be obligated to) take such action (with prior notice to VDOT and the Company), or refrain from taking such action, with respect to such Event of Default as it deems advisable in the best interests of the Secured Parties and solely to the extent permitted under the Collateral Agency Agreement or pursuant to the other Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the

E-23 .

Collateral Agent will seek to enforce the Security Documents (with prior notice to VDOT and the Company) and to realize upon the Collateral in accordance with such Direction Notice; provided, however, that the Collateral Agent will not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or any Security Document and the Collateral Agent will not, apart from limited circumstances, be liable for following a Direction Notice.

Remedies of the Secured Creditors; Secured Party Information; Reliance on Information

Unless otherwise consented to in writing by the Instructing Controlling Party, no Secured Creditor, individually or with the other Secured Creditors, has the right to exercise or enforce any of the rights, powers or remedies which the Collateral Agent is authorized to exercise or enforce under this Agreement or any of the other Security Documents. If the Collateral Agent takes certain foreclosure actions with respect to the Collateral, proceeds to enforce any provisions of the Security Documents or takes any other action or requests direction from the Instructing Controlling Party as provided in the Collateral Agency Agreement, upon the request of the Collateral Agent, the Instructing Controlling Party will promptly deliver a written notice to the Collateral Agent setting forth (a) the aggregate amount of Secured Obligations owing to each Secured Party (including Hedging Termination Obligations, if any, owing to such Secured Party) under the applicable Financing Document as of the date specified by the Collateral Agent in such request and (b) such other information as the Collateral Agent may reasonably request.

For purposes of applying payments received in accordance with the Collateral Agency Agreement, the Collateral Agent will be entitled to rely upon the information received by, and upon the request of, the Collateral Agent for such purpose pursuant to the Collateral Agency Agreement. In the event that the Collateral Agent, in its sole discretion, determines that it is unable to determine the amount or order of payments that should be made under the Collateral Agency Agreement, the parties hereto agree that the Collateral Agent has the right, at its option, to deposit with, or commence an interpleader proceeding in respect of, such funds in a court of competent jurisdiction for a determination by such court as to the correct application of such funds.

Application of Proceeds following an Enforcement Action

Following the taking of an enforcement action, all proceeds received by the Collateral Agent derived from the funds described below pursuant to the exercise of any rights or remedies by the Collateral Agent will be applied as follows:

(i) all proceeds attributable to the PABs Sub-Account of the Construction Account to the Trustee for deposit into the Bond Fund, first for the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Series 2012 Bonds, and second, if any unpaid principal of any Series 2012 Bonds has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts; and

(ii) subject to the Intercreditor Agreement, all proceeds attributable to the Debt Service Reserve Account (x) first, to the Trustee for deposit into the Bond Fund, first for the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on the Bond Loan relating to the Series 2012 Bonds and any other Senior Obligations and second, if any unpaid principal of the Bond Loan relating to the Series 2012 Bonds or any other Senior Obligations has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts and (y) second, unless a Bankruptcy Related Event has occurred, to the TIFIA Lender, in addition to all proceeds attributable to the TIFIA Sub-Account of the Construction Account and the TIFIA Sinking Fund Account, first for the pro rata payment of all accrued and unpaid interest (but not default interest) on the TIFIA Loan, and second, if any unpaid principal of the TIFIA Loan has become due (by acceleration or otherwise), to the pro rata payment of any such principal amounts. From and after the occurrence of a Bankruptcy Related Event, the payments under first and second shall be made pro rata.

From and after the taking of an enforcement action, the Collateral Agent, as directed by the Instructing Controlling Party, will have the right to direct the application of all amounts on deposit in or credited to the Project Accounts (other than the Distribution Account), and to otherwise deal with the Collateral, in each case in accordance with the Intercreditor Agreement, without the need for consent of, or any other action by, the Company. Subject to

E-24 .

the prior application of certain funds as described above, following the taking of an enforcement action and subject to the Intercreditor Agreement, all proceeds received by the Collateral Agent pursuant to the exercise of any rights or remedies accorded to the Collateral Agent, including proceeds from the sale or disposition of Collateral or other enforcement action, will first be applied by the Collateral Agent to reimburse the Collateral Agent for payment of the reasonable costs and necessary expenses of the enforcement action and thereafter, the remaining proceeds will be applied promptly by the Collateral Agent as directed by the Instructing Controlling Party, as follows (the “Enforcement Action Flow of Funds”):

Fees, Costs and Other Expenses

First, to the pro rata payment of all fees, costs and other expenses (including the reasonable fees, costs and expenses of counsel) owed to the Trustee, the TIFIA Lender and any Senior Creditor Representative in connection with the performance of their obligations under the Financing Documents to which they are a party and the consummation of the transactions contemplated thereby (in each case to the extent not previously satisfied);

↓

Accrued and Unpaid Interest on Senior Obligations and, if a Bankruptcy Related Event has occurred, on the TIFIA Loan

Second, subject to “—Termination Proceeds” below, the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Senior Obligations and, from and after the occurrence of a Bankruptcy Related Event, on the TIFIA Loan held by the TIFIA Lender, in the order of maturity of the payments thereof;

Unpaid Principal Amounts of any Senior Obligations and, if a Bankruptcy Related Event has occurred, of the TIFIA Loan

Third, subject to “—Termination Proceeds” below, (i) if any unpaid principal of any Senior Obligations has become due (by acceleration or otherwise) and (ii) if, from and after the occurrence of a Bankruptcy Related Event, the TIFIA Loan held by the TIFIA Lender has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts;

↓

Accrued and Unpaid Default Interest with respect to Senior Obligations and, if a Bankruptcy Related Event has occurred, of the TIFIA Loan

Fourth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Senior Obligations and, from and after the occurrence of a Bankruptcy Related Event, with respect to the TIFIA Loan held by the TIFIA Lender;

↓

Accrued and Unpaid Redemption or Prepayment Premium with respect to Senior Obligations and, if a Bankruptcy Related Event has occurred, the TIFIA Loan

Fifth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Senior Obligations and, from and after the occurrence of a Bankruptcy Related Event, with respect to the TIFIA Loan held by the TIFIA Lender;

↓

E-25 .

All other amounts due and payable under Financing Documents with respect to Senior Obligations and, if a Bankruptcy Related Event has occurred, on the TIFIA Loan

Sixth, subject to “—Termination Proceeds” below, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Senior Obligations and, from and after the occurrence a Bankruptcy Related Event, on the TIFIA Loan held by the TIFIA Lender;

↓

Accrued and Unpaid Interest on Permitted Second Lien Obligations and any related Hedging Obligations, if any

Seventh, subject to “—Termination Proceeds” below, the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Permitted Second Lien Obligations and scheduled payments due under any related Hedging Obligations, if any, net of any scheduled amounts payable to the Company with respect to scheduled Hedging Obligations under Hedging Agreements;

↓

Unpaid Principal Amounts of any Permitted Second Lien Obligations and any related Hedging Termination Obligations, unless otherwise agreed with the TIFIA Lender

Eighth, subject to “—Termination Proceeds” below, if any unpaid principal of any Permitted Second Lien Obligations has become due (by acceleration or otherwise), to the pro rata payment of such unpaid principal amounts and (unless otherwise agreed with the TIFIA Lender), any related Hedging Termination Obligations;

↓

Accrued and Unpaid Default Interest with respect to Permitted Second Lien Obligations

Ninth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Permitted Second Lien Obligations;

↓

Accrued and Unpaid Redemption or Prepayment Premium with respect to Permitted Second Lien Obligations

Tenth, subject to “—Termination Proceeds” below, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Permitted Second Lien Obligations;

↓

All other amounts due and payable under Financing Documents with respect to Permitted Second Lien Obligations

Eleventh, subject to “—Termination Proceeds” below, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Permitted Second Lien Obligations;

↓

All amounts due under the on the TIFIA Loan Agreement, if a Bankruptcy Related Event has not occurred

Twelfth, to the pro rata payment of (except from and after the occurrence of a Bankruptcy Related Event) all amounts due under the TIFIA Loan Agreement to the TIFIA Lender (to the extent not previously paid); and

E-26 .

↓

Remaining proceeds, if any to the Company

Thirteenth, upon the payment in full of all Secured Obligations in accordance with clauses First through Twelfth of this Enforcement Action Flow of Funds, to pay to the Company, or as may be directed by the Company, or as a court of competent jurisdiction may direct, any proceeds then remaining.

Compensation, Indemnity and Expenses

The Company agrees to pay to the Collateral Agent compensation as agreed between the Company and the Collateral Agent. In addition, the Company shall pay on the next monthly funding date falling at least ten (10) business days after written demand from the Collateral Agent the amount of any and all reasonable out-of-pocket expenses incurred by the Collateral Agent, including reasonable fees of any counsel for the Collateral Agent. If any amounts required to be paid by the Company to the Collateral Agent under the Collateral Agency Agreement or any other Security Document remain unpaid after such amounts are due, the Company shall pay interest on the aggregate, outstanding balance of such amounts from the date due until those amounts are paid in full at a per annum rate equal to the highest interest rate then applicable to any outstanding Secured Obligation under the Financing Documents, such rate to change from time to time as interest rates on Secured Obligations may change. Interest shall be calculated on the basis of a year of 360 days for actual days elapsed.

The Company will indemnify each of the Collateral Agent, the Securities Intermediary and any Co-Collateral Agent and their officers, directors, employees, agents and attorneys-in-fact (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Security Document or any agreement or instrument contemplated thereby, the performance by the parties to the Collateral Agency Agreement of their respective obligations under the Collateral Agency Agreement or the consummation of the transactions contemplated by the Collateral Agency Agreement, (ii) any actual or alleged presence or Release of Hazardous Materials by the Company on or from the Project or any property owned or operated by the Company, or (iii) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The obligations of the Company under this heading will survive the payment in full of the Secured Obligations, any resignation or removal of the Collateral Agent and the Securities Intermediary pursuant to the Collateral Agency Agreement and the termination of the Collateral Agency Agreement pursuant to its terms.

Termination

Upon termination of the Collateral Agency Agreement, all rights to the Collateral that have not been sold or otherwise applied pursuant to the terms of the Collateral Agency Agreement, will revert to the Company, its successors or assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, the Collateral Agent will, at the Company's direction and expense, execute and deliver to the Company such documents as the Company will reasonably request to evidence such termination.

F-1 .

Appendix F

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

The following is a summary of selected provisions of the Indenture and is not a full statement of the terms of such agreement. Accordingly, the following summary is qualified in its entirety by reference to such agreement and is subject to the full text of such agreement. A copy of such agreement is available, free of charge, upon request from the Trustee. Unless otherwise stated, any reference in this Official Statement to any agreement shall mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date hereof.

Bond Loan

The parties have entered into the Indenture to provide for the issuance of bonds for the purpose of providing the Bond Loan pursuant to the Senior Loan Agreement to the Company, which will be used by the Company to finance a portion of the cost of the Project.

Trust Estate

The Issuer, in order to secure the payment of the principal of, Redemption Price, and interest on all Bonds outstanding from time to time, according to their tenor and effect, and such other payments required to be made under the Indenture, and to secure the observance and performance by the Issuer of all the covenants expressed and implied in the Indenture and in the Bonds, mortgages, pledges and grants a security interest unto the Trustee, and to them and their successors and assigns forever, subject to the Security Documents and the Intercreditor Agreement, in all right, title and interest of the Issuer in and to (i) the Bond Fund, including the Revenues (other than the Rebate Fund, and the moneys therein), including without limitation, all Loan Payments and all other amounts received and receivable by the Issuer under the Senior Loan Agreement and investment income thereon in respect of repayment of the Bond Loan, (ii) subject to the Collateral Agency Agreement and the Intercreditor Agreement, all funds deposited from time to time and earnings thereon in the PABs Sub-Account of the Construction Account held by the Collateral Agent under the Collateral Agency Agreement, and (iii) the Senior Loan Agreement, except for the Unassigned Issuer’s Rights (collectively, referred to as the “Trust Estate”).

All of the same pledged, conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors and assigns forever for the equal and ratable benefit of the registered owners from time to time of the Bonds authenticated under the Indenture and issued by the Issuer and outstanding and without any priority as to the Trust Estate of any one Bond over any other Bond (except as expressly provided in or permitted by the Indenture).

Application of Proceeds of Sale of the Bonds

The net proceeds of the sale of the Bonds shall be delivered to the Trustee on behalf of the Issuer and transferred by the Trustee to the Collateral Agent for deposit to the PABs Sub-Account of the Construction Proceeds Account and the Debt Service Reserve Account, each of which has been established pursuant to the Collateral Agency Agreement.

Additional Bonds

The Issuer may issue Additional Bonds on behalf of the Company pursuant to the terms of the Indenture and the Senior Loan Agreement.

Special Obligations

The Bonds are special obligations of the Issuer and shall be payable solely from the Trust Estate, including the Revenues.

F-2 .

Bond Fund

The Indenture establishes and creates a fund to be designated “Virginia Small Business Financing Authority Senior Lien Revenue Bonds (Elizabeth River Crossings Opco, LLC Project), Series Bond Fund” (the “Bond Fund”). Pursuant to the Collateral Agency Agreement, the Company shall pay or cause moneys to be paid by the Collateral Agent to the Trustee for deposit in the accounts described within the Bond Fund described below at the times and in the amounts necessary for the Trustee to make the transfers described below.

The Trustee shall create, and shall apply money contained in the accounts described below at the following respective times in the manner provided in the Indenture, which accounts the Trustee agrees to establish and maintain within the Bond Fund so long as the Indenture is not discharged in accordance with the Indenture and each such account shall constitute a trust fund for the benefit of the Bondholders, and the money in each such account shall be disbursed only for the purposes and uses authorized in the Indenture.

Interest Account. The Trustee, on each Interest Payment Date, shall withdraw and apply from moneys on deposit in the interest account of the Bond Fund (the “Interest Account”) an amount which shall be sufficient to pay interest payable on the outstanding Bonds on such interest payment date.

Principal Account. The Trustee, on each principal payment date, shall withdraw and apply from moneys on deposit in the principal account of the Bond Fund (the “Principal Account”), an amount equal to the principal becoming due on Bonds on such principal payment date (other than a redemption date). Money in the Principal Account shall be used and withdrawn by the Trustee on each principal payment date solely for the payment of the principal of outstanding Bonds.

Redemption Account. The Trustee, on each redemption date, shall withdraw and apply from moneys on deposit in the redemption account of the Bond Fund (the “Redemption Account”) amounts required to pay the Redemption Price on Bonds to be redeemed prior to their stated maturity. Money in the Redemption Account shall be used and withdrawn by the Trustee on each redemption date solely for the payment of the Redemption Price.

Rebate Fund

The Indenture creates with the Trustee a special fund to be designated “Virginia Small Business Financing Authority Rebate Fund (Elizabeth River Crossings Opco, LLC Project)” (the “Rebate Fund”). The Rebate Fund shall be for the sole benefit of the United States of America and shall not be subject to the claim of any other Person, including without limitation, the Bondholders. The Rebate Fund is established for the purpose of complying with section 148 of the Code and the Treasury Regulations promulgated pursuant thereto. The money deposited in the Rebate Fund, together with all investments thereof and investment income therefrom, shall be held in trust and applied solely as provided in this section. The Rebate Fund is not a portion of the Trust Estate and is not subject to any lien under the Indenture. Notwithstanding the foregoing, the Trustee with respect to the Rebate Fund is afforded all the rights, protections and immunities otherwise accorded to it under the Indenture.

The Trustee, at the written direction of a Company representative, shall pay to the United States of America at least once every five years, to the extent that funds are available in the Rebate Fund or otherwise provided by the Company, the amount determined by the Company as provided below and in the Tax Certificate. The Trustee, at the written direction of a Company representative, shall pay to the United States of America not later than 60 days after the Bonds have been paid in full, to the extent that funds are available in the Rebate Fund or otherwise provided by the Company, the amount determined by the Company as provided below and in the Tax Certificate.

The amounts to be computed, paid, deposited or disbursed under this section shall be determined by the Company acting on behalf of the Issuer within ten days after each Bond Year, as defined in the Tax Certificate, after the date of issuance of the Bonds unless the Trustee shall have been provided a favorable opinion of tax counsel with respect to the noncompliance with such requirements. By such date, a Company representative shall also notify, in writing, the Trustee and the Issuer of the determinations the Company has made and the payment to be made pursuant to the provisions of this section.

F-3 .

The Trustee shall maintain copies of the periodic determinations by the Company for a period beginning on the first anniversary date of the issuance of the Bonds and ending on the date six years after the final retirement of the Bonds.

Moneys to be Held in Trust

The Trustee shall deposit into the Bond Fund, which shall be a separate and segregated trust account for the benefit of the Bondholders, all moneys received by it for any payment on the Bonds from the Collateral Agent or the Company. The investment of moneys in the accounts of the Bond Fund shall be made in compliance with the Indenture and the Collateral Agency Agreement. The Trustee shall promptly apply moneys received from the Company in accordance with the Indenture and as specifically directed by the Company.

Investments

So long as the Bonds are outstanding and there is no default under the Indenture of which the Trustee is deemed to have knowledge pursuant to the notice of defaults provisions of the Indenture, moneys on deposit to the credit of the funds are required to be, at the written request of the Company representative, specifying and directing that such investment of such funds be made, be invested by the Trustee in Permitted Investments having a maturity no later than the date such moneys will be needed. The Trustee is entitled to rely on said written instructions for purposes of this section.

The Trustee may commingle any of the money held by it under the Indenture, except for money held for defeasance or redemption. The Trustee may present for redemption or sell any such investment whenever it shall be necessary in order to provide money to meet any payment from the money so deposited or invested. The Trustee shall not be liable or responsible for any losses resulting from any such deposit or investment presented for redemption or sold.

Any interest or profits on deposits and investments in the Bond Fund received by the Trustee shall be retained therein.

The Trustee shall have no responsibility for determining whether any investment is a legally permitted investment of the Issuer or the Company, and the Trustee shall be fully protected in relying upon instructions received in accordance with this section.

The Issuer and the Company acknowledge that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Issuer and the Company the right to receive brokerage confirmations of security transactions, the Issuer and the Company waives receipt of such confirmations.

Covenants of the Issuer

The Issuer will promptly pay the principal of, premium, if any, and interest on and other amounts due with respect to, the Bonds on the dates and in the manner provided in the Bonds, but only from the amounts assigned to and held by the Trustee under the Indenture. Neither the State, nor any political subdivision thereof shall be obligated to pay the principal or purchase price of the Bonds, or the premium, if any, or interest thereon or other costs incidental thereto, the same being payable solely from the revenues and receipts referred to in the Indenture. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof is pledged to the payment of the principal of the Bonds, or the premium, if any, or interest thereon, or the costs incidental thereto.

In addition to any other covenants and agreements of the Issuer contained in the Indenture, the Issuer further covenants and agrees with the Bondholders and the Trustee as follows:

(a) Revenues and Assignment of Revenues. The Issuer will not assign the Revenues or create or authorize to be created any debt, lien or charge thereon, other than the assignment thereof under the Indenture.

F-4 .

(b) Recordings and Filings. At the expense of the Company, the Issuer will cause the Indenture, and any related instruments or documents relating to the assignment made by it under the Indenture to secure the Bonds, to be recorded and filed in the manner and in the places which may be required by law in order to preserve and protect fully the security of the Bondholders and the rights of the Trustee under the Indenture.

(c) Inspection of Project Books. All books, instruments and documents in the Issuer’s possession relating to the Project and the Revenues shall be open to inspection at all times during the Issuer’s regular business hours by any accountants or other agents of the Trustee which the Trustee may designate from time to time.

(d) Inspection of Registration Books. At reasonable times and under reasonable regulations established by the Trustee, the registration books maintained pursuant to the Indenture may be inspected and copied by the Company, by the Bondholders of 25 percent or more in principal amount of the Bonds then outstanding, or a designated representative thereof.

(e) Rights and Enforcement of the Senior Loan Agreement. Subject to the limitations set forth in the granting clauses of the Indenture, the Trustee may enforce, in its name or in the name of the Issuer, all rights of the Issuer for and on behalf of the Bondholders, except for Unassigned Issuer’s Rights, and may enforce all covenants, agreements and obligations of the Company under and pursuant to the Senior Loan Agreement. The Issuer, however, will do all things and take all actions on its part necessary to comply with covenants, agreements, obligations, duties and responsibilities on its part to be observed or performed under the Senior Loan Agreement, and will take all actions within its authority to keep the Senior Loan Agreement in effect in accordance with the terms thereof.

(f) Tax Covenants. The Issuer covenants that it shall take no action nor make any investment or use of the proceeds of the Bonds or any other moneys which would cause the Bonds to be treated as “arbitrage bonds” within the meaning of Section 148 of the Code to the extent that the same may be applicable or proposed to be applicable to the Bonds at the time of such action, investment or use.

Events of Default

If any of the following events occur, it is declared to constitute an “Event of Default” under the Indenture:

(a) Default in the due and punctual payment of interest on any Bond after a period of ten (10) business days after such interest was due;

(b) Default in the due and punctual payment of the principal of, or Redemption Price, on any Bond, whether at the stated maturity thereof or through unconditional proceedings for redemption thereof after a period of ten (10) business days after such principal or premium was due;

(c) Default in the due and punctual payment of the purchase price of any Bond required to be purchased in accordance with its terms;

(d) The Issuer shall fail to observe or perform in any material way any covenant, condition, agreement or provision contained in the Bonds or in the Indenture on the part of the Issuer to be performed other than those related to payment of the Bonds, and such failure shall continue for thirty (30) days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer by the Trustee, which notice may be given by the Trustee in its discretion and shall be given by the Trustee at the written request of the Bondholders of not less than a majority in aggregate principal amount of all Bonds then outstanding; and

(e) The occurrence of an “Event of Default” as defined under the Senior Loan Agreement.

F-5 .

Remedies Following and During the Continuance of an Event of Default

(a) Upon the occurrence and during the continuance of an Event of Default, any Bondholder or the Issuer may deliver to the Trustee a written notice, with a copy to the Issuer, the Company, the Collateral Agent, the TIFIA Lender and VDOT, that an Event of Default has occurred and is continuing. The Trustee shall not be deemed to have any knowledge of the occurrence of an Event of Default, except for paragraph (a), (b) or (c) of the “Events of Default” section above or if such Event of Default is a result of a Bankruptcy Related Event pursuant to the Senior Loan Agreement, unless and until it has received such a notice from the relevant party.

(b) At any time during which an Event of Default has occurred and is continuing commencing on the date of delivery to the Trustee of the notice described in paragraph (a) above (except with respect to an Event of Default described in paragraph (a), (b) or (c) of the “Events of Default” section above in which no notice shall be required), the Bondholders of not less than a majority in aggregate principal amount of the Bonds shall have the right to give the Trustee one or more enforcement directions directing the Trustee to exercise all remedies available to it at law or in equity, including the following actions on behalf of the Bondholders:

(i) If such Event of Default as described in paragraph (a), (b) or (c) of the “Events of Default” section above has occurred and is continuing, without further demand or notice, request the Collateral Agent to transfer moneys to the Interest Account or Principal Account, as applicable, as provided in the Collateral Agency Agreement; and

(ii) For all Events of Default, subject to paragraph (c) immediately below, subject to the Intercreditor Agreement and the Collateral Agency Agreement, take whatever action at law or in equity may appear necessary or desirable to enforce the rights of the Bondholders (including in respect of the Trust Estate), including taking action as Instructing Controlling Party under the Intercreditor Agreement, and the Trustee shall deposit any moneys received as a result of such action in the Interest Account or Principal Account, as applicable.

(c) If an Event of Default under paragraph (a), (b) or (c) of the “Events of Default” section above occurs and is continuing, the Trustee, may, and upon the written request of the Bondholders of at least a majority in aggregate principal amount of the Bonds then outstanding shall, declare the principal of and accrued interest on the outstanding Bonds to be due and payable immediately. If an Event of Default under paragraph (d) or (e) of the “Events of Default” section above occurs and is continuing, the Trustee may, and upon the request of the Bondholders of at least a majority in aggregate principal amount of the Bonds then outstanding shall, declare the principal of and accrued interest on the outstanding Bonds to be due and payable immediately.

Acceleration

After an acceleration pursuant an Event of Default as provided in the “Remedies Following and During the Continuance of an Event of Default” section immediately above, the principal of and accrued interest on the outstanding Bonds shall be due and payable immediately. The Trustee may or shall at the direction of a majority of the Bondholders rescind an acceleration of the Bonds and its consequences if (a) all payment defaults with respect thereto have been cured and all reasonable fees and charges of the Trustee, including reasonable attorneys fees, have been paid and (b) the Bondholders have not been notified of the acceleration. Except as provided in this section, the Trustee shall not declare the Bonds to be due and payable.

All rights and actions and claims under the Indenture may be prosecuted and enforced by the Trustee on behalf of the Bondholders. In the case of pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization or other similar judicial proceeding relative to the Issuer or the Trust Estate, the Trustee, subject to the Collateral Agency Agreement and the Intercreditor Agreement, shall be entitled to file and prove a claim for the amount of the Issuer’s and the Company’s obligations to the Bondholders owing and unpaid and to file such other papers or documents as may be necessary in order to have the claims of the Bondholders allowed in such judicial proceeding and, to the extent permitted by law, to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same in accordance with the terms of the Indenture and the terms of the Collateral Agency Agreement.

F-6 .

The Trustee may maintain a proceeding even if it does not possess any of the Bonds or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Bondholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Limitations on Suits

A Bondholder may not pursue any remedy with respect to the Indenture or the Bonds unless (a) the Bondholder gives the Trustee notice stating that an Event of Default is continuing, (b) the Bondholders of at least a majority in aggregate principal amount of the outstanding Bonds make a written request to the Trustee to pursue the remedy, (c) such Bondholder or Bondholders offer indemnity satisfactory to the Trustee against any loss, liability or expense and (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity.

Removal and Resignation of Trustee

The Trustee may resign by notifying the Issuer and the Company. The Trustee may be removed at any time, upon the appointment of and acceptance by a successor Trustee, by an instrument or concurrent instruments in writing delivered to (a) the Trustee, the Issuer, and the Company, and signed by the Bondholders of a majority in aggregate principal amount of Bonds then outstanding, or (b) the Trustee and the Bondholders then outstanding, and signed by the Issuer and the Company so long as no Event of Default has occurred and is continuing. Upon any such removal or resignation, the Issuer, with the consent of the Company, shall promptly appoint a successor Trustee by an instrument in writing, which successor Trustee shall give notice of such appointment to all Bondholders as soon as practicable; provided, that in the event the Issuer does not appoint a successor Trustee within sixty (60) days following the giving of any such notice of removal or the receipt of any such notice of resignation, the removed or resigning Trustee may petition any appropriate court having jurisdiction to appoint a successor Trustee. Any successor Trustee shall be a commercial bank, national banking association or trust company, having a combined capital (exclusive of borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000) and be subject to supervision or examination by state or national authorities. If such successor Trustee is a commercial bank or national banking association, such successor Trustee shall have trust powers. In addition, the Trustee and any successor Trustee shall meet the same criteria as would need to be met for an account to be an eligible account. If such commercial bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such commercial bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of the appointment by the successor Trustee and the transfer, following payment of all amounts due and owing to the retiring Trustee, by the retiring Trustee to the successor Trustee, of all property held by it under the Indenture as Trustee.

Supplemental Indentures Not Requiring Consent of Bondholders

The Issuer and the Trustee may, without the consent of, or notice to, any of the Bondholders but with the consent of the Company, enter into an indenture or indentures supplemental to the Indenture as shall not be inconsistent with the terms and provisions of the Indenture for any one or more of the following purposes:

(a) to cure any ambiguity, defect or omission in the Indenture, or otherwise amend the Indenture, in such manner as shall not in the opinion of the Trustee materially adversely affect the interests of any Bondholder;

(b) to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Bondholders or the Trustee;

F-7 .

(c) (i) to evidence any succession to the Issuer and the assumption by its successor of the covenants, agreements and obligations of the Issuer under the Indenture, the Senior Loan Agreement and the Bonds, (ii) to add additional covenants of the Issuer, or (iii) to surrender any right or power in the Indenture conferred upon the Issuer;

(d) to subject to the Indenture additional revenues, properties or collateral, which may be accomplished by, among other things, entering into instruments with the Company and/or other persons providing for further security, covenants, limitations or restrictions for the benefit of the Bonds;

(e) to modify, amend or supplement the Indenture or any indenture supplemental to the Indenture in such manner as may be required to permit the qualification of the Indenture and any supplemental indenture under the Trust Indenture Act of 1939 or any similar federal statute in effect, and, if they so determine, to add to the Indenture or any supplemental indenture such other terms, conditions and provisions as may be required by said Trust Indenture Act of 1939 or similar federal statute;

(f) to amend any provision pertaining to matters under Federal income tax laws, including Section 148(f) of the Code;

(g) to authorize different authorized denominations of the Bonds and to make correlative amendments and modifications to the Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature;

(h) to change any of the specified times of day or the number of days specified for the giving of notices in the provisions of the Indenture relating to the redemption and tender of Bonds, and to make corresponding changes to the period for notice of redemption of the Bonds; provided that, except for changes in connection with a change in Determination Method, no change in the specified times of day to a later time and no decreases in any such number of days shall become effective except while the Bonds bear interest at a Daily Rate or a Weekly Rate and until 30 days after the Trustee has given notice to the Bondholders;

(i) to provide for an uncertificated system of registering the Bonds or to provide for the change to or from a Book-Entry System for the Bonds;

(j) to evidence the succession of a new Trustee or the appointment by the Trustee or the Issuer of a co-trustee;

(k) to make any change related to the Bonds that does not materially adversely affect the interests of any Bondholder;

(l) prior to, or concurrently with, any change of the Determination Method for the Bonds, to make any change with respect to the procedures, definitions or provisions in the Indenture or in the exhibit of the Indenture describing auction procedures related to the new Determination Method;

(m) to make any other changes to the Indenture that take effect as to any or all remarketed Bonds following a mandatory tender;

(n) to make any other changes to the Indenture that will take effect during any period when the Company is permitted to change the Determination Method or optionally redeem Bonds; or

(o) to provide for the issuance of Additional Bonds.

Supplemental Indentures Requiring Consent of Owners

Exclusive of supplemental indentures covered by and subject to the terms and provisions contained in the “Supplemental Indentures Not Requiring Consent of Owners” section immediately above, and not otherwise, the Bondholders of not less than a majority in aggregate principal amount of the Bonds outstanding shall have the right,

F-8 .

from time to time, to consent to and approve the execution by the Issuer and the Trustee of an indenture or indentures supplemental to the Indenture as shall be deemed necessary and desirable by the Issuer and Trustee for the purpose of modifying, altering, amending, adding to or rescinding, any of terms or provisions contained in the Indenture or in any indenture supplemental to the Indenture; provided however, that nothing in this section shall permit, or be construed as permitting (i) without the consent of the Bondholder of an affected Bond (A) an extension of the due date of the principal of or the interest on any Bond issued under the Indenture, or a reduction in the principal amount of, or redemption premium on, any Bond or the rate or rates of interest thereon, (B) the deprivation of the Bondholders of any security interest created in the Trust Estate, or (C) the creation of a priority right in the Trust Estate over the right of the affected Bond (the “Prohibited Changes”), or (ii) without the consent of all Bondholders outstanding a reduction in the aggregate principal amount of the Bonds required for (A) consent to such supplemental indenture or (B) any action pursuant to the “Amendments, etc. to the Senior Loan Agreement Requiring Consent of Bondholders” section below.

If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed to each Bondholder at his address as it appears on the registration books provided for in the Indenture. Such notice shall be prepared by or on behalf of the Issuer and shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies of the supplemental indenture are on file at the designated office of the Trustee for inspection by all Bondholders. If, within ninety (90) days or such longer period as shall be prescribed by the Issuer at the request or direction of the Company following the mailing of such notice, the Bondholders of the requisite aggregate principal amount of the Bonds outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution of the supplemental indenture as provided in the Indenture, no Bondholder of any Bond shall have any right to object to any of the terms and provisions contained in the supplemental indenture, or the operation of the supplemental indenture, or in any manner to question the propriety of the execution of the supplemental indenture, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions of the supplemental indenture. Upon the execution of any such supplemental indenture as in this section permitted and provided, the Indenture shall be and be deemed to be modified and amended in accordance with the supplemental indenture and without the necessity for notation on the outstanding Bonds.

If a Bondholder does not respond (in any way) to the notice sent by the Trustee pursuant to the preceding paragraph, prior to Substantial Completion of the New Project Assets with respect to any supplemental indenture that requires consent of Bondholders of not less than a majority in aggregate principal amount of the Bonds (the “Majority Holders”), but does not require greater than Majority Holders consent, within twenty (20) business days of delivery of such request, then the obligations owing to such Bondholder shall not be counted for the purpose of calculating Majority Holders consent. For the avoidance of doubt, this provision (i) shall not apply to the Prohibited Changes above; (ii) shall not be utilized to effectuate a supplemental indenture that adversely affects the interest of the Bondholders and (iii) requires an opinion of Bond counsel confirming (a) compliance with provisions of the Indenture and the Bond Act and (b) the continued exclusion of interest on the Bonds from gross income of the Bondholders for federal income tax purposes.

Amendments, etc. to Senior Loan Agreement Not Requiring Consent of Bondholders

The Issuer and the Trustee may, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Senior Loan Agreement (i) as may be required by the provisions of the Senior Loan Agreement or the Indenture or otherwise to carry out any of the purposes set forth in the “Supplemental Indentures Not Requiring Consent of Owners” section above, (ii) for the purpose of curing any ambiguity or formal defect or omission in the Senior Loan Agreement, (iii) to provide for the issuance of Additional Bonds, or (iv) in connection with any other change in the Senior Loan Agreement which, in the judgment of the Trustee, is not to the material prejudice of the Trustee or the Bondholders.

Amendments, etc. to the Senior Loan Agreement Requiring Consent of Bondholders

Except for the amendments, changes or modifications as provided in the “Amendments, etc. to Senior Loan Agreement Not Requiring Consent of Bondholders” section immediately above, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Senior Loan Agreement without mailing of

F-9 .

notice and receiving the written approval or consent of the Bondholders of not less than a majority in aggregate principal amount of the Bonds outstanding. If at any time the Issuer and the Company shall request the consent of the Trustee to any such proposed amendment, change or modification of the Senior Loan Agreement, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed to the Bondholders in the same manner as provided by the “Supplemental Indentures Requiring Consent of Bondholders” section above with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Bondholders.

Defeasance

If and when the Bonds secured by the Indenture shall become due and payable in accordance with their terms or through redemption proceedings as provided in the Indenture, or otherwise, and the whole amount of the principal, or Redemption Price and the interest so due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all other sums payable under the Indenture by the Issuer, including all fees and expenses of the Trustee, then and in that case, the Indenture and the lien created by the Indenture shall be discharged and satisfied and the Issuer shall be released from the covenants, agreements and obligations of the Issuer contained in the Indenture, and the Trustee shall assign and transfer to or upon the order of the Issuer all property (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances and shall execute such documents as may be reasonably required by the Issuer in this regard.

Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid, then the Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of the Indenture and such lien and all covenants, agreements and other obligations of the Issuer under the Indenture shall cease, terminate, become void and be completely discharged as to such Bonds.

Notwithstanding the satisfaction and discharge of the Indenture or the discharge of the Indenture in respect of any Bonds, those provisions of the Indenture relating to the maturity of the Bonds, interest payments and dates thereof, tender and exchange provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds and the duties, protections, immunities and indemnities of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Issuer, the Trustee and the Bondholders and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of, Redemption Price of and interest on the Bonds, to pay to the Bondholders the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of the Indenture or the discharge of the Indenture in respect of any Bonds, those provisions of the Indenture relating to the compensation of the Trustee shall remain in effect and shall be binding upon the Trustee and the Issuer.

Governing Law

The Indenture shall be construed and governed in accordance with the laws of the Commonwealth.

G-1 .

Appendix G

SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LOAN AGREEMENT

The following is a summary of selected provisions of the Senior Loan Agreement and is not a full statement of the terms of the Senior Loan Agreement. Accordingly, the following summary is qualified in its entirety by reference to such agreement and is subject to the full text of such agreement. A copy of such agreement is available, free of charge, upon request from the Trustee. Unless otherwise stated, any reference in this Official Statement to any agreement shall mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date hereof.

Company to Provide Funds

In the event that the proceeds derived from the loan by the Issuer to the Company of the proceeds of the Bonds (the “Bond Loan”), or any other available (or to be available) funds and other funds pursuant to the Comprehensive Agreement are not sufficient to finance the Project Costs and pay all costs of issuance relating to the Bonds, the Company shall not be entitled to any reimbursement from the Issuer, the Trustee or VDOT for the payment of such costs nor shall the Company be entitled to any abatement, diminution or postponement of its payments under the Senior Loan Agreement.

Repayment of Senior Loan

Prior to or simultaneously with the delivery of the Senior Loan Agreement, the Company shall deliver the Security Documents to the Collateral Agent as security for the payments and obligations of the Company under the Senior Loan Agreement.

Limitation of Issuer’s Liability

Notwithstanding anything in the Senior Loan Agreement to the contrary, any obligation the Issuer may incur under the Indenture or the Senior Loan Agreement in connection with the Bond Loan for the payment of money shall not be deemed to constitute a general obligation of the Issuer but shall be a special obligation of the Issuer payable solely from the Trust Estate and the collateral assigned and pledged under the Security Documents.

Compliance with Indenture

In accordance with any applicable provisions of the Indenture, at the request of the Company, the Issuer shall take any action directed by the Company to the extent required under, or permitted by, the provisions of the Indenture or the Senior Loan Agreement.

The Company shall take all action required to be taken by the Company in the Indenture as if the Company were a party to the Indenture.

Amounts Payable

The Company covenants and agrees to repay the Bond Loan, as follows: on or before any interest payment date for the Bonds or any other date that any payment of interest, principal, or Redemption Price on the Bonds, including mandatory sinking fund redemption payments, is required to be made or provided for in respect of the Bonds pursuant to the Indenture, until the payment of interest, principal, or Redemption Price on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in the applicable account of the Bond Fund, will enable the Trustee to pay to the Owners of the Bonds the amount due and payable on such date as interest, principal, or Redemption Price on the Bonds as provided in the Indenture.

The Issuer directs the Company and the Company agrees to pay or direct the Collateral Agent to pay the Trustee all payments payable by the Company in respect of the Bond Loan.

G-2 .

The Company also shall pay or direct the Collateral Agent to pay to the Issuer, the Issuer’s fee and the Issuer’s reasonable costs, fees and expenses directly related to the issuance of the Bonds and all agreements related thereto, including the reasonable fees and expenses of its counsel.

The Company also shall pay or direct the Collateral Agent to pay the reasonable fees and expenses of the Trustee and all other amounts which may be payable to the Trustee under the terms of the Indenture or in accordance with any contractual arrangement between the Company and the Trustee with respect thereto.

In the event that the Company should fail to make any of the payments in the first two paragraphs of this section, the amount so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon, to the extent provided under the Indenture or as permitted by law, from the date when such payment was due, at the rate of interest borne by the Bonds.

Obligations of Company Unconditional

The obligations of the Company to make payments as required in “—Amounts Payable” above and to observe and perform all covenants will be absolute and unconditional.

Optional Redemption

At any time and from time to time when the Bonds are subject to optional redemption, the Company may deliver or cause the delivery of moneys to the Trustee in addition to Loan Payments or additional payments required to be made and direct the Trustee to use the moneys so delivered for the purpose of prepaying the obligations under the Senior Loan Agreement and the calling of Bonds for optional redemption in accordance with the applicable provisions of the Indenture providing for optional redemption at the redemption price stated in the Indenture.

Company Payments for Redemption

The Company shall deliver to the Trustee, or cause to be delivered, as Loan Payments, the moneys needed to redeem the Bonds in accordance with the redemption provisions set forth in the Indenture, including any amounts required to be provided to prepay the Loan Payments.

Actions by Issuer

At the request of the Company or the Trustee, the Issuer shall take all steps required of it under the applicable provisions of the Indenture or the Bonds to effect the redemption of all or a portion of the Bonds pursuant to the Senior Loan Agreement.

Concurrent Discharging of Obligations

In the event any of the Bonds shall be paid and discharged, or deemed to be paid and discharged, pursuant to any provisions of the Senior Loan Agreement and the Indenture, so that such Bonds are not thereafter outstanding within the meaning of the Indenture, a like principal amount of the Bond Loan under the Senior Loan Agreement shall be deemed fully paid for purposes of the Senior Loan Agreement and to such extent the obligations of the Company under the Senior Loan Agreement shall be deemed terminated.

Special Covenants

Covenants made by the Company under the Senior Agreement include, but are not limited to, the following:

G-3 .

Maintenance of Existence

The Company shall maintain its legal existence, its qualification to do business in the Commonwealth, good standing and all relevant material rights, franchises and privileges required for the maintenance of its existence and for the development, construction and operation and maintenance of the Project and in order to perform its obligations and exercise its remedies under the Transaction Documents.

Project Reporting

The Company has agreed pursuant to the Senior Loan Agreement to provide certain information to the Trustee, which the Trustee will forward to Holders of the Series 2012 Bonds who request such information in writing. This information includes:

(a) Prior to the Substantial Completion of all of the Project Assets, the Company shall provide to the Trustee a monthly progress report, (i) providing an assessment of the overall construction progress of the work since the date of the last report (or, with respect to the first such report, the Financial Close Date) and setting forth a reasonable estimate as to the completion date for the applicable work, and (ii) providing a reasonably detailed description of any material delays encountered or anticipated in connection with such work, and a reasonably detailed description of the proposed course of action with respect to such delay. Such report shall be provided within twenty-eight (28) days following the last day of the relevant month.

(b) Not later than sixty (60) days after the end of each fiscal quarter of the Company following the Tolling and O&M Work Commencement Date, the Company shall deliver to the Trustee and the Collateral Agent a report showing (i) the operating data for the Project for the previous quarter, including total Project Revenues, total O&M Expenditures and total Maintenance Capital Expenditures incurred, (ii) the variances for such period between the actual Project Revenues, actual O&M Expenditures and actual Maintenance Capital Expenditures incurred, and the projected Project Revenues, budgeted O&M Expenditures and budgeted Maintenance Capital Expenditures, together with a brief narrative explanation of the reasons for any such variance of 10% or more.

Insurance

The Company shall maintain, or shall cause its relevant contractors to maintain, all insurance required pursuant to the Comprehensive Agreement and Financing Documents.

Taxes

The Company shall pay all taxes before they become delinquent, unless they are being contested in good faith by appropriate proceedings and the Company has maintained adequate reserves therefor in accordance with GAAP or unless where the failure to pay such taxes could not reasonably be expected to have a material adverse effect.

Status of Entity

The Company shall use commercially reasonable efforts to maintain its status as a “pass-through” entity for federal income tax purposes.

Financial Reporting

The Company shall provide the Trustee with: (a) audited financial statements for the Company within one hundred twenty (120) days after the end of each fiscal year of the Company; (b) unaudited financial statements for the Company within sixty (60) days after the end of each fiscal quarter of the Company and (c) an annual operating budget, in case of clause (a) and (b), prepared in accordance with GAAP and delivered together with certificates from the Company certifying to its knowledge that there is no default or Event of Default.

G-4 .

Project Revenues

All Project Revenues received by the Company shall be applied in accordance with the Financing Documents, including as set forth in the Collateral Agency Agreement.

Patents, Copyright and Intellectual Property

The Company shall maintain rights to all patents, copyrights and intellectual property required for the development, construction and operation of the Project, failure to maintain which would reasonably be expected to have a material adverse effect.

Governmental Approvals and Laws

The Company shall obtain, maintain and comply in all material respects with all required Governmental Approvals necessary to comply with its obligations under the Transaction Documents, and shall comply with all applicable laws, in each case, for which failure to so obtain, maintain comply, as applicable, would reasonably be expected to have a material adverse effect.

Information and Notices to be Filed with Trustee

The Company shall, within five (5) business days after it acquires notice or obtains actual knowledge thereof, provide the Trustee with: (a) details of litigation, pending or threatened in writing, by or before any arbitrator or governmental authority in which the claim against the Company exceeds $10,000,000, net of any amounts covered by insurance; (b) details of any “event of default” as defined in, or any material breach under, any Material Project Contract or event of which it is aware which might reasonably be expected to constitute an event of default thereunder; (c) details of any penalties or damages due from the Company under the Material Project Contracts; (d) copies of all notices of default or termination delivered to the Company with respect to any Material Project Contract; (e) notice of any material insurance claims in excess of $10,000,000; (f) notice of the occurrence of a force majeure event, a Delay Event or a Compensation Event under the Comprehensive Agreement; (g) any default or Event of Default and (h) notice of the occurrence of any other event of condition which could reasonably be expected to have a material adverse effect.

Notice of Suspension or Abandonment

The Company shall promptly notify the Trustee of any proposal to suspend or abandon the Project (except to the extent the suspension is a result of an emergency).

Rating Agencies

The Company shall:

(a) Use commercially reasonable efforts to cooperate with each rating agency rating the Bonds, in connection with any review which may be undertaken by such rating agency;

(b) Deliver to the Trustee copies of any reports or ratings on the Bonds received from any rating agency.

Enforcement of Documents

The Company shall enforce against any counterparty to a Transaction Document each covenant or obligation of such party in accordance with its terms, except, in each case, to the extent that the failure to do any of the foregoing could not reasonably be expected to have a material adverse effect.

G-5 .

Further Filings

The Company shall execute, deliver and file, or cause the execution, delivery and filing of, further instruments and cause all necessary UCC financing statements (including continuation statements), if any, to be recorded and filed in such manner and in such places as may be required by law to perfect the lien created by the Security Documents.

Accession to Intercreditor Agreement

The Company shall ensure that, prior to incurring any Additional Permitted Indebtedness, the provider of such Additional Permitted Indebtedness shall have acceded to the terms of or otherwise joined the Intercreditor Agreement.

Security Interests

The Company shall not create, incur, assume or permit to exist any Security Interest upon any of its assets or properties other than Permitted Liens.

Disposition of Assets

The Company shall not sell, transfer, lease, assign or otherwise dispose of any assets of the Project in one transaction or a series of related transactions in excess of $5,000,000 per year in the aggregate except for (a) sales or other dispositions in the ordinary course of business or contemplated by or permitted under the Comprehensive Agreement and the other Material Project Contracts, (b) sales or other dispositions of damaged, obsolete, worn out or defective equipment in the ordinary course of business, (c) sales or other dispositions of surplus property not required for the construction or operation of the Project in the ordinary course of business, (d) sales, transfers or other dispositions of Permitted Investments and (e) sales or other dispositions that would constitute Additional Permitted Indebtedness or Permitted Liens.

Prohibition of Mergers and Other Similar Actions

The Company shall not merge, liquidate or dissolve or enter into any consolidation, amalgamation, demerger, reconstruction, partnership or any analogous arrangement or wind up, liquidate or dissolve or take any action that would result in the liquidation or dissolution of the Company.

Changes to Material Project Contracts

The Company shall not amend, assign, modify or waive performance by any other party under any Material Project Contract, in any material respect, or terminate any Material Project Contract or enter into any other material agreement (other than the Transaction Documents) without the prior written consent of the holders of a majority of the principal amount of Bonds outstanding; provided that (a) the Company and the Design Build Contractor or the Tolling Contractor may enter into change orders under the Design Build Contract or the Tolling Contract, as applicable, required for compliance with the Comprehensive Agreement, (b) the Company and the Design Build Contractor or the Tolling Contractor may enter into change orders under the Design Build Contract or the Tolling Contract, as applicable, if such change will not require the payment by the Company, net of any payments received from VDOT or any other party for payment of the change order, to exceed an amount equal to $5,000,000 individually or $25,000,000 in the aggregate (provided that any change order with respect to the construction of the Project that results in exceeding the $25,000,000 threshold will be permitted without the consent of the Bondholders if the technical advisor has certified that, in its reasonable opinion, there are sufficient funds available to the Company to pay for such change orders, together with the other Project Costs necessary to complete the Project by the Long Stop Date and that change order could not reasonably be expected to have a material adverse effect, and (c) the Company may amend, waive any provision of, or terminate any Material Project Contract if such amendment, waiver or termination could not reasonably be expected to have a material adverse effect, and if, in the case of a termination, such Material Project Contract being terminated is (1) the Design Build Contract, it (x) is replaced by a replacement agreement between the Company and another counterparty (taking into consideration any Design Build

G-6 .

Guarantor) of similar or greater creditworthiness and experience as the counterparty being so replaced or with the prior written consent of the Trustee and (y) provides projected economic benefits for the Project that are, in light of the material risks and liabilities of such replacement contract, taken as a whole, at least as favorable as the benefits under the existing contract, in light of the material risks and liabilities of such existing contract; provided, that if a Material Project Contract or counterparty to a Material Project Contract is replaced and a direct agreement existed with respect to such Material Project Contract prior to its replacement, the Company will cause a new (or amended and restated as the case may be) direct agreement to be entered into by any counterparty to such Material Project Contract, in form and substance substantially similar to the one being replaced or otherwise that is reasonably acceptable to the Trustee or (2) the Tolling Contract, the Company has elected to self-operate the Project. Notwithstanding anything to the contrary, the Borrower may enter into scope changes or other amendments or supplements to the Design Build Contract to implement any escalation of the contract price to the extent specifically provided for in the Design Build Contract.

Distribution

The Company shall not declare or make, or incur any liability to declare or make distribution, except in accordance with Collateral Agency Agreement.

Abandonment of Project

Unless required or permitted under the Comprehensive Agreement, the Company shall not abandon all or a material portion of the Project, which abandonment shall be deemed to have occurred if the Company, without reasonable cause, (a) expressly declares that it will not resume Work on the Project (or such material portion) or (b) fails to pursue the construction of the Project (or such material portion) or operate the Project (or such material portion) for 90 consecutive days.

Investments

The Company shall not make any investments other than Permitted Investments.

Transaction with Affiliates

The Company shall not enter into any material transactions with any Affiliates unless such transaction is fair and commercially reasonable to Company and contains terms no less favorable to the Company than the Company could reasonably obtain in a comparable arm’s-length transaction with a non-Affiliate Person; provided that the execution by the Company of the Design Build Contract and each Design Build Guaranty and the execution of any agreement requiring the Company to make additional payments to Affiliates disclosed in the Base Case Financial Model shall not violate the covenant of this section.

Prohibited Changes

The Company shall not change its fiscal year, or its name or the location of its principal place of business without prior written notice to the Collateral Agent.

Project Accounts

The Company shall not establish and maintain any bank accounts except for the Project Accounts.

Prohibited Business Arrangements

Except as permitted under the Comprehensive Agreement, the Financing Documents or with the Collateral Agent’s consent, the Company shall not (i) enter into any partnership, joint venture, profit-sharing or similar arrangement whereby the Company’s income or profits are shared with any person (except as may be contemplated by the limited liability company agreement of the Members) or (ii) form or have any subsidiaries.

G-7 .

Limited Liability Agreement

The Company shall not amend or modify its limited liability company agreement in a manner that is materially adverse to the Secured Parties.

Opinion on Sale of Project

The Company shall not sell, assign or otherwise transfer all or substantially all of its interest in the Project unless the Company, in addition to satisfying the other requirements of the Financing Documents and the Comprehensive Agreement, shall have delivered to the Trustee and the Issuer an opinion of Bond Counsel to the effect that such transaction will not adversely affect the validity of the Financing Documents and the exclusion of interest on Bonds from gross income of the holders thereof for Federal income tax purposes.

Use of Proceeds; Tax Covenants

Neither the Issuer nor the Company shall cause any proceeds of the Bonds to be expended, except pursuant to the Indenture, the Senior Loan Agreement and the Collateral Agency Agreement. The Issuer and the Company covenant and agree on their own behalf that they shall not take or omit, or permit to be taken or omitted, any action the taking, permission or omission of which has or would result in the loss of the exclusion of interest on the Bonds from gross income of the Owners thereof for federal income tax purposes. The Issuer and the Company agree on their own behalf to comply with the requirements and covenants in the Tax Compliance Certificate.

Limitation on Indebtedness; Additional Permitted Indebtedness

Limitation on Indebtedness. The Company shall not create, incur or assume any Indebtedness other than Additional Permitted Indebtedness.

Additional Permitted Indebtedness. The Company is permitted to incur Additional Permitted Indebtedness, including Additional Bonds, subject to the limitations and conditions of the Senior Loan Agreement. The Senior Loan Agreement provides that the Company may incur Additional Permitted Indebtedness for the following purposes: (i) to complete construction of the Project, (ii) to pay for costs incurred in connection with (a) any VDOT Change, Delay Event, Compensation Event, mandatory capital expenditure resulting from a Change in Law or (b) any other requirement under the Comprehensive Agreement for which the Company seeks funding, (iii) to pay for costs incurred in acquiring, constructing, equipping or completing Project Enhancements, and (iv) to refinance, replace or refund all or part of any then outstanding Bonds.

The amount of Additional Permitted Indebtedness, including Additional Bonds, to be incurred in the aggregate (in one or more transactions), other than for refunding then-outstanding Bonds, may not exceed 10% of the original principal amount of the Series 2012 Bonds unless the following conditions are satisfied: (1) receipt of a certification from the Company stating that the incurrence of such Additional Permitted Indebtedness does not result in a projected Total Debt Service Coverage Ratio for each Calculation Period during the remaining term of the Series 2012 Bonds of less than the corresponding ratio for each such Calculation Period shown in the Base Case Financial Model, taking the proposed Additional Permitted Indebtedness into account; provided that the projected debt service coverage ratios certified pursuant to this clause are required to be based upon an updated Base Case Financial Model delivered to the Trustee and containing current projections (based on, among other things, an updated report from the independent traffic advisor) as of the time of the issuance of the Additional Permitted Indebtedness (the “Updated Base Case Financial Model”); (2) the Updated Base Case Financial Model shall be reviewed and certified to be correct and accurate in all material respects by the Company and an independent financial model auditor, and (3) the ratings of the Series 2012 Bonds have been reaffirmed by a Nationally Recognized Rating Agency at a level no lower than the current rating on the Series 2012 Senior Bonds as of the time of the incurrence of the Additional Permitted Indebtedness.

Notwithstanding the foregoing, the Senior Loan Agreement requires that the ratings of the Series 2012 Bonds have been reaffirmed by a Nationally Recognized Rating Agency at a level no lower than the current rating

G-8 .

on the Series 2012 Senior Bonds as of the time of the incurrence of the Additional Permitted Indebtedness for any purpose described in (ii) or (iii) above regardless of the principal amount of such Additional Permitted Indebtedness.

Events of Default

The following events will be “Events of Default” under the Senior Loan Agreement:

(a) Failure by the Company to pay any amounts required to be paid pursuant to paragraph (a) of “—Amounts Payable” and such failure is not remedied within ten (10) business days.

(b) Any representation or warranty of the Company made in or delivered pursuant to any Financing Document shall prove to have been incorrect in any material respect when made, and a material adverse effect could reasonably be expected to result therefrom, and, if such misrepresentation is capable of remedy, such misrepresentation has not been cured within thirty (30) days after the Company’s receipt of written notice from the Trustee or the Collateral Agent of such misrepresentation.

(c) Failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed under the Senior Loan Agreement or under the other Financing Documents to which the Company is a party, other than as referred to in any other clause in this section, for a period of sixty (60) days after the earlier of (i) written notice specifying such failure shall have been given to the Trustee or the Collateral Agent by the Company or (ii) written notice specifying such failure and requesting that it be remedied shall have been given to the Company by the Issuer, the Trustee or the Collateral Agent, or such longer period of time as is reasonably necessary under the circumstances to remedy such failure (and in any event not to exceed 180 days without the prior written consent of the Majority Holders) so long as corrective action is instituted by the Company within the applicable period and is diligently pursued until such failure is remedied;

(d) Failure by the Company to comply with the negative covenant under “—Abandonment of Project;”

(e) The occurrence of a Change of Control (as defined in the Comprehensive Agreement) that has not been waived or consented to by VDOT;

(f) Failure to achieve Substantial Completion of all the Project Assets by the Long Stop Date;

(g) The occurrence of a Bankruptcy Related Event;

(h) The Comprehensive Agreement shall expire or is terminated pursuant to its terms due to the occurrence of a “Company Default” or a “Department Default” as defined in the Comprehensive Agreement;

(i) The Comprehensive Agreement ceases to be valid and binding and in full force and effect;

(j) Any Financing Document ceases to be in full force and effect unless such document is replaced by an agreement on substantially similar terms with a counterparty within thirty (30) days following the earlier of (i) the Company’s actual knowledge of such occurrence or (ii) the delivery of written notice thereof to the Company by the Collateral Agent and the Trustee, or such longer period, not exceeding 180 days, reasonably necessary to effect such replacement;

(k) (i) A “Company Default” or a “Department Default” under the Comprehensive Agreement occurs and is continuing beyond any applicable grace period or, in the case of a Company default, has not been waived by VDOT or (ii) the Company fails to perform or observe any material term or obligation in any other Material Project Contract, and such failure constitutes an event of default under such Material Project Contract and the Company has failed to cure such failure or obtain an effective waiver thereof within the grace period provided in such Material Project Contract for such term or obligation, and such failure could reasonably be expected to result in a material adverse effect; provided, however that, in each case, the Company shall be entitled to an extension of such time (such extension not to exceed 180 days) if corrective action is instituted by the Company within the applicable

G-9 .

period and diligently pursued until such failure is corrected and so long as the Company has been granted a concurrent extension by the applicable counterparty to the Comprehensive Agreement or the Material Project Contract, as the case may be, and such extension will not, in the reasonable discretion of the Instructing Controlling Party, diminish the rights of the Senior Secured Parties under any direct agreement with such counterparty (including with respect to any applicable cure period);

(l) A judgment for the payment of money in excess of $5,000,000 individually or such lesser amount which would reasonably be likely to result in a material adverse effect is entered against the Company and such judgment remains unsatisfied without any procurement of a stay of execution for a period of thirty (30) days; provided, that any such judgment shall not constitute an event of default during the pendency of an appeal thereof, so long as, during such appeal, execution is effectively stayed or the liability for such judgment is adequately covered by insurance or a performance bond;

(m) Any Security Document ceases (other than as expressly permitted under the Financing Documents) to be effective to grant a perfected Security Interest on any material portion of the Collateral described therein other than as a result of actions or failure to act by the Collateral Agent or any other Senior Secured Party, and with the priority purported to be created thereby and such event continues for thirty (30) days after the applicable Senior Secured Party giving notice thereof to the Company;

(n) A “Bankruptcy Related Event” (as defined in the TIFIA Loan Agreement) occurs and is continuing with respect to the Company;

(o) (i) Any Equity Letter of Credit expires or otherwise ceases to be valid or effective at any time that the Equity Participant on whose behalf such Equity Letter of Credit was issued has any remaining commitment under the Equity Contribution Agreement and a replacement Acceptable Letter of Credit is not issued prior to such expiration or cessation of validity or effectiveness thereof on substantially the same terms, provided that no Event of Default shall occur if the Equity Letter of Credit has been fully drawn before expiring; (ii) the letter of credit provider of any Equity Letter of Credit fails to honor its obligations to fund any draw request appropriately submitted thereunder unless within 30 days following such request the Equity Participant deposits cash; or (iii) any Equity Participant fails to make in full any equity contributions when required in accordance with the terms of the Equity Contribution Agreement or fails to perform or observe any of its respective obligations under the Equity Contribution Agreement and such failure continues unremedied for thirty (30) days;

(p) Any Material Project Contract (other than the Comprehensive Agreement) becomes void, voidable, unenforceable or illegal or is terminated by any party thereto during the effective period of such contract, and such event or circumstance could reasonably be expected to have a material adverse effect, unless (x) with respect to the Design Build Contract, such document is replaced in accordance with the requirements the Senior Loan Agreement within thirty (30) days following delivery of written notice thereof to the Company or such longer period, not to exceed 180 days, reasonably necessary to effect such replacement so long as the Company is diligently pursuing such replacement, or (y) with respect to the Tolling Contract, the Company has elected to self-operate the Project; or

(q) The occurrence of an “event of default” (howsoever described) under (i) the Indenture or (ii) any additional financing document governing Additional Permitted Indebtedness.

Remedies on Event of Default

Whenever any Event of Default under the Senior Loan Agreement shall have occurred and be continuing, the Trustee, or the Issuer with the written consent of the Trustee, may, in conjunction with its available remedies under the Indenture, exercise all remedies available to it at law or in equity, including one or any combination of the following remedial steps, by notice to the Company and the Collateral Agent:

(a) Declare that all or any part of any amount outstanding under the Senior Loan Agreement is (i) immediately due and payable, and/or (ii) payable on demand by the Trustee, and any such notice shall take effect in

G-10 .

accordance with its terms but only if all amounts payable with respect to the Outstanding Bonds are being accelerated, or if all of the Outstanding Bonds are being defeased or otherwise paid.

(b) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Company during regular business hours of the Company;

(c) Take whatever other action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under the Senior Loan Agreement; or

(d) Pursuant to the terms of the Intercreditor Agreement and the Collateral Agency Agreement (including, without limitation, “—Notice of Event of Default” and “—Enforcement of Remedies” in APPENDIX E), direct the Collateral Agent to take any and all actions necessary to implement any available remedies with respect to the Collateral under the Collateral Agency Agreement and any other Security Document.

Any amounts collected pursuant to action taken under this section and the Security Documents paid to the Trustee shall be deposited into the Bond Fund and applied in accordance with the provisions of the Indenture.

No Remedy Exclusive

No remedy under the Senior Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Senior Loan Agreement or existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in the Senior Loan Agreement, it shall not be necessary to give any notice, other than such notice as may be required by law or in the Senior Loan Agreement. Any such rights and remedies as are given to the Issuer under the Senior Loan Agreement shall also extend to the Owners of the Bonds, the Trustee and the Collateral Agent, subject to the provisions of the Indenture, shall be entitled to the benefit of all covenants and agreements in Senior Loan Agreement contained, subject to the terms of the Intercreditor Agreement, the other Security Documents and the Collateral Agency Agreement.

Term of Agreement

The Senior Loan Agreement shall be effective upon its execution and delivery and shall expire at such time as all of the Bonds and the fees and expenses of the Issuer and the Trustee shall have been fully paid or provision made for such payments, whichever is later; provided, however, that the Senior Loan Agreement may be terminated prior to such date pursuant to “—Prepayment and Redemption” and the defeasance provisions of the Indenture, but in no event before all of the obligations and duties of the Company under the Senior Loan Agreement have been fully performed, including, without limitation, the payments of all costs and fees mandated under the Senior Loan Agreement and payment or provision for payment of all Bonds.

Amendments, Changes and Modifications

Subsequent to the issuance of Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), and except as otherwise in the Senior Loan Agreement expressly provided, the Senior Loan Agreement may not be effectively amended, changed, modified, altered or terminated except in accordance with the provisions of the Indenture.

Applicable Law and Venue

The Senior Loan Agreement shall be governed by and construed in accordance with the laws of the Commonwealth.

.

Appendix H

DOWNTOWN TUNNEL/ MIDTOWN TUNNEL/MARTIN LUTHER KING FREEWAY (MLK) EXTENSION – TRAFFIC AND REVENUE FORECASTS

(SDG)

5.0)__()__( 2

∗+−=

observedflowsimulatedflowobservedflowsimulatedflowGEH

21

24

19

21

373 68 441 373 40 413 0 -28 -29 0% -42% -6% 0 4 1 PASS - -250 35 285 240 35 275 -10 0 -10 -4% 0% -4% 1 0 1 PASS - -

1048 98 1146 743 42 785 -305 -56 -362 -29% -57% -32% 10 7 12 - FAIL -660 107 767 611 72 683 -49 -35 -84 -7% -33% -11% 2 4 3 - PASS -

1022 205 1227 970 199 1168 -52 -6 -58 -5% -3% -5% 2 0 2 - PASS -968 128 1096 1004 111 1115 35 -16 19 4% -13% 2% 1 2 1 - PASS -

1173 244 1417 1146 237 1383 -27 -7 -34 -2% -3% -2% 1 0 1 - PASS -1137 118 1255 1190 66 1255 53 -52 0 5% -44% 0% 2 5 0 - PASS -

DMRB Acceptability CriteriaHourly flows (Criteria 1-3)

1267 497 1764 1250 516 1767 -17 20 3 -1% 4% 0% 0 1 0 - PASS -3168 444 3612 3191 421 3612 22 -22 0 1% -5% 0% 0 1 0 - - PASS

1126 444 1570 1152 482 1633 25 38 63 2% 9% 4% 1 2 2 - PASS -3146 526 3672 3176 495 3671 30 -32 -1 1% -6% 0% 1 1 0 - - PASS

SCREENLINE BEB

553 139 692 779 209 988 226 70 296 41% 50% 43% 9 5 10 FAIL - -482 83 565 439 99 539 -43 17 -26 -9% 20% -5% 2 2 1 PASS - -102 109 211 104 26 130 2 -83 -81 2% -76% -38% 0 10 6 PASS - -822 103 925 772 73 845 -50 -30 -80 -6% -29% -9% 2 3 3 - PASS -830 67 897 779 59 838 -50 -9 -59 -6% -13% -7% 2 1 2 - PASS -

1312 390 1702 1310 389 1699 -2 -2 -3 0% 0% 0% 0 0 0 - PASS -WB

554 120 673 720 153 873 167 33 200 30% 28% 30% 7 3 7 FAIL - -525 236 760 463 181 644 -62 -55 -117 -12% -23% -15% 3 4 4 - FAIL -797 108 905 734 62 797 -63 -45 -109 -8% -42% -12% 2 5 4 - PASS -850 132 982 777 113 890 -73 -20 -93 -9% -15% -9% 3 2 3 - PASS -

1315 371 1686 1359 384 1743 44 13 57 3% 4% 3% 1 1 1 - PASS -

1065 229 1293 1056 248 1304 -8 19 11 -1% 8% 1% 0 1 0 - PASS -2461 542 3003 2579 591 3170 118 49 167 5% 9% 6% 2 2 3 - - PASS1289 470 1758 1193 411 1605 -95 -59 -154 -7% -12% -9% 3 3 4 - PASS -

970 211 1181 956 224 1180 -14 12 -1 -1% 6% 0% 0 1 0 - PASS -2541 439 2980 2635 462 3097 94 23 117 4% 5% 4% 2 1 2 - - PASS958 334 1292 845 325 1170 -113 -8 -121 -12% -3% -9% 4 0 3 - PASS -

3176 682 3858 3360 688 4048 184 6 190 6% 1% 5% 3 0 3 - - PASS854 150 1004 843 143 986 -12 -6 -18 -1% -4% -2% 0 1 1 - PASS -

1292 189 1481 1160 88 1248 -132 -101 -233 -10% -54% -16% 4 9 6 - FAIL -3294 739 4032 3492 854 4346 199 115 314 6% 16% 8% 3 4 5 - - PASS

2793 656 3449 3010 624 3634 217 -32 185 8% -5% 5% 4 1 3 - - PASS871 215 1086 861 201 1062 -9 -15 -24 -1% -7% -2% 0 1 1 - PASS -

1219 197 1416 1146 72 1218 -73 -125 -198 -6% -64% -14% 2 11 5 - PASS -3343 762 4105 3477 917 4394 134 155 289 4% 20% 7% 2 5 4 - - PASS

839 75 915 850 62 912 10 -13 -3 1% -17% 0% 0 2 0 - PASS -1852 975 2827 2032 952 2984 180 -23 157 10% -2% 6% 4 1 3 - - PASS

694 67 760 703 65 768 9 -2 7 1% -3% 1% 0 0 0 - PASS -1676 869 2546 1867 801 2668 191 -68 123 11% -8% 5% 5 2 2 - PASS -

1091 243 1334 1043 251 1294 -48 8 -40 -4% 3% -3% 1 1 1 - PASS -373 67 440 412 55 467 39 -12 27 11% -18% 6% 2 2 1 PASS - -198 36 234 197 38 235 -1 2 1 -1% 5% 0% 0 0 0 PASS - -

1099 102 1201 858 73 931 -240 -29 -269 -22% -29% -22% 8 3 8 - FAIL -741 150 891 682 72 754 -60 -78 -137 -8% -52% -15% 2 7 5 - FAIL -

972 194 1166 1034 210 1244 62 16 78 6% 8% 7% 2 1 2 - PASS -

Observed Volume (PCU) Difference (Modelled - Observed)

Difference (Modelled - Observed)

Modelled Volume (PCU) GEH (Criteria 5i)

Total % (Criteria 4)

3 0% 062 1% 1

4992 5039 47 1% 15007 4946 -61 -1% 16055 6079 24 0% 05453 5448 -5 0% 0

10375 10628 253 2% 210056 10307 252 3% 23742 3896 154 4% 23306 3436 130 4% 24100 3681 -419 -10% 73805 3400 -406 -11% 72323 2283 -39 -2% 12672 2638 -34 -1% 1

Observed Volume (PCU)

Modelled Volume (PCU)

GEH (Criteria 5ii)


DMRB Acceptability Criteria

601 108 709 537 104 640 -64 -4 -69 -11% -4% -10% 3 0 3 - PASS -284 18 302 317 20 337 33 2 35 12% 10% 12% 2 0 2 PASS - -

1242 114 1356 1068 86 1153 -174 -28 -202 -14% -25% -15% 5 3 6 - PASS -1068 126 1193 956 91 1047 -111 -35 -146 -10% -28% -12% 3 3 4 - PASS -

1357 87 1444 1244 74 1319 -113 -13 -125 -8% -15% -9% 3 1 3 - PASS -1678 162 1839 1704 147 1851 26 -15 11 2% -9% 1% 1 1 0 - PASS -

1692 168 1860 1969 145 2114 277 -24 253 16% -14% 14% 6 2 6 - PASS -1601 94 1695 1527 74 1600 -74 -20 -94 -5% -21% -6% 2 2 2 - PASS -

2096 350 2446 2029 392 2421 -67 42 -25 -3% 12% -1% 1 2 1 - PASS -3797 277 4074 3690 232 3923 -107 -45 -151 -3% -16% -4% 2 3 2 - - PASS

2859 472 3331 2910 507 3417 51 36 86 2% 8% 3% 1 2 1 - - PASS3611 218 3829 3601 203 3804 -10 -15 -25 0% -7% -1% 0 1 0 - - PASS

SCREENLINE BEB

717 91 808 1002 98 1100 285 7 292 40% 8% 36% 10 1 9 - FAIL -580 100 680 565 84 648 -15 -16 -31 -3% -16% -5% 1 2 1 PASS - -151 55 206 155 46 201 4 -9 -5 2% -16% -3% 0 1 0 PASS - -

1103 98 1201 1059 91 1150 -44 -7 -51 -4% -7% -4% 1 1 1 - PASS -1146 60 1206 1087 59 1147 -59 -1 -60 -5% -2% -5% 2 0 2 - PASS -1468 256 1724 1560 282 1843 92 26 118 6% 10% 7% 2 2 3 - PASS -

WB1064 60 1124 1374 60 1434 310 -1 310 29% -1% 28% 9 0 9 - FAIL -1296 138 1435 1253 191 1444 -44 53 9 -3% 38% 1% 1 4 0 - PASS -

901 95 996 844 90 934 -57 -4 -62 -6% -5% -6% 2 0 2 - PASS -1287 85 1372 1180 77 1257 -107 -8 -115 -8% -9% -8% 3 1 3 - PASS -2496 331 2827 2471 319 2790 -25 -12 -37 -1% -4% -1% 1 1 1 - - PASS

1449 57 1506 1405 63 1468 -44 6 -38 -3% 11% -3% 1 1 1 - PASS -3022 226 3248 3201 302 3503 179 76 255 6% 34% 8% 3 5 4 - - PASS1398 234 1632 1326 266 1592 -72 32 -40 -5% 14% -2% 2 2 1 - PASS -

1557 50 1607 1707 48 1755 149 -1 148 10% -3% 9% 4 0 4 - PASS -3325 198 3523 3298 301 3599 -27 103 76 -1% 52% 2% 0 7 1 - - PASS2223 271 2494 2019 270 2289 -204 -1 -205 -9% 0% -8% 4 0 4 - PASS -

3763 437 4200 3795 388 4183 32 -49 -17 1% -11% 0% 1 2 0 - - PASS1076 87 1163 1043 85 1128 -33 -2 -35 -3% -3% -3% 1 0 1 - PASS -1593 164 1757 1559 103 1662 -34 -61 -94 -2% -37% -5% 1 5 2 - PASS -4045 415 4460 3981 483 4464 -64 68 4 -2% 16% 0% 1 3 0 - - PASS

4255 404 4659 3929 377 4307 -326 -27 -352 -8% -7% -8% 5 1 5 - - PASS2696 388 3084 2667 325 2992 -29 -62 -92 -1% -16% -3% 1 3 2 - - PASS2914 242 3155 2568 241 2809 -345 -1 -347 -12% -1% -11% 7 0 6 - - PASS5324 917 6241 5682 985 6667 358 69 427 7% 7% 7% 5 2 5 - - FAIL

1614 65 1679 1680 50 1730 66 -15 51 4% -23% 3% 2 2 1 - PASS -3017 846 3863 2980 889 3869 -37 43 6 -1% 5% 0% 1 1 0 - - PASS

1771 65 1835 1693 91 1784 -78 26 -52 -4% 40% -3% 2 3 1 - PASS -3148 872 4020 3079 881 3960 -69 9 -60 -2% 1% -1% 1 0 1 - PASS -

1227 105 1331 1251 130 1381 25 25 50 2% 24% 4% 1 2 1 - PASS -570 83 653 530 74 604 -40 -9 -48 -7% -10% -7% 2 1 2 PASS - -297 30 327 290 30 320 -7 0 -7 -2% 1% -2% 0 0 0 PASS - -

1398 129 1527 1315 101 1416 -83 -29 -112 -6% -22% -7% 2 3 3 - PASS -1061 197 1258 828 167 995 -233 -30 -263 -22% -15% -21% 8 2 8 - FAIL -

1153 115 1267 1605 106 1712 453 -8 444 39% -7% 35% 12 1 12 - FAIL -

Hourly flows (Criteria 1-3)Observed Volume (PCU) Difference (Modelled -

Observed)Difference (Modelled -

Observed)Modelled Volume (PCU) DMRB Acceptability Criteria

GEH (Criteria 5i)

Total % (Criteria 4)

-176 -3% 261 1% 1

5826 6088 263 5% 37754 7859 106 1% 16386 6564 178 3% 27624 7642 18 0% 0

11580 11437 -143 -1% 117139 16775 -364 -2% 35542 5599 57 1% 15855 5744 -112 -2% 15096 4716 -380 -7% 54828 4889 62 1% 13283 3169 -114 -3% 23555 3714 159 4% 3

Observed Volume (PCU)

Modelled Volume (PCU)

DMRB Acceptability Criteria

GEH (Criteria 5ii)


Long-Range Socioeconomic Trend Expectations for Mid-Town Tunnel,

Downtown Tunnel and MLK Extension Service Area

Hampton Roads, Virginia

Prepared for:

Prepared by:

Economic Development Research Group, Inc. 2 Oliver Street, 9th Floor, Boston, MA 02109

Final Report October 15, 2010

Table of Contents

Long-Range Socioeconomic Trend Expectations for Mid-Town Tunnel, Downtown Tunnel and MLK Extension, Hampton Roads, Virginia Page i

Executive SummaryFinal Report – Revised March 28, 2011

Long-Range Socioeconomic Trend Expectations for Mid-Town Tunnel, Downtown Tunnel and MLK Extension, Hampton Roads, Virginia Page 1

Executive SummaryFinal Report – Revised March 28, 2011


Study Area Socioeconomic ConditionsFinal Report – Revised March 28, 2011


Regional Socioeconomic ForecastFinal Report – Revised March 28, 2011




•••••••

AppendixFinal Report – Revised March 28, 2011




Portsmouth’s Downtown Master Plan and Waterfront Strategy: Analysis of Market Conditions and Opportunities (2009)

.

Appendix I

INDEPENDENT TRAFFIC AND REVENUE ADVISOR REPORT

(ARUP)

Independent Traffic & Revenue Advisor Report Downtown Tunnel / Midtown Tunnel / MLK Extension Traffic and Revenue Due Diligence Findings

216962-00

Final Version | March 27, 2012

Job number 216962-00

Arup USA, Inc 77 Water Street New YorkNY 10005 United States of America www.arup.com

Independent Traffic & Revenue Advisor Report Downtown Tunnel / Midtown Tunnel / MLK ExtensionTraffic and Revenue Due Diligence Findings

216962-00 | Final Version | March 27, 2012 | Arup USA, Inc \\GLOBAL.ARUP.COM\AMERICAS\JOBS\N-Y\210000\216962-00\4 INTERNAL PROJECT DATA\4-05 REPORTS & NARRATIVES\FINAL T&R DUE DILIGENCE REPORT IN FINAL OFFERING STATEMENT FOR BONDHOLDERS\MTT REPORT 2012-03-27 FINAL CAMERA READY VERSION FOR OFFERING STATEMENT.DOCX

Disclaimer and Limitations This Report was prepared by Arup USA Inc. (“Arup”) in its capacity as Independent Traffic and Revenue Advisor to the lenders and bond investors pursuant to an advisory agreement with Elizabeth River Crossing LLC (“ERC”). The forward-looking projections, forecasts or statements are based upon interpretations or assessments of available information at the time of writing. Actual events may differ from those assumed, and outcomes are subject to change. Findings are time-sensitive and relevant only to current conditions at the time of writing. Factors influencing the accuracy and completeness of the forward-looking statements may exist that are outside of the purview or knowledge of those involved. Arup makes no warranty, expressed or implied, with respect to the use of any information or methods disclosed in this document, and furthermore assumes no liability with respect to the use of any information or methods disclosed in this document. Any recipient of this document (“Recipient”), by its acceptance or use of this document, acknowledges the foregoing and agrees to release Arup from any liability.

In performing the services, Arup has received information from third parties and has relied upon the reasonable assurances of third parties, but does not warrant or guarantee the accuracy of such information. It is understood and agreed by the Recipient that advisory services contain reasonable assumptions, estimates and projections which may not be indicative of actual or future values or events, and are therefore subject to substantial uncertainty. Future developments or events cannot be predicted with certainty and may affect the estimates or projections provided, such that Arup does not specifically guarantee or warrant any estimate, opinion or projection. This Report speaks only as of its date, and Arup is under no obligation to update the Report to address changes in facts or circumstances that occur after such date that might materially impact the contents of the Report or any of the conclusions set forth therein. Arup shall not in any circumstances be liable for (i) any loss of investment, loss of contract, loss of production, loss of profits, loss of time or loss of use; and/or (ii) any consequential, incidental of indirect loss.



Contents

Page

Executive Summary 1

1 Introduction 11.1 Project Background 11.2 Structure of Report 1

2 Project Overview 22.1 Project Description 22.2 Project Benefits 32.3 Markets Served 32.4 Competing Routes 32.5 Toll Collection Strategy and Toll Rates 52.6 Summary of Baseline Issues 10

3 Data Collection Assessment 113.1 Overview and Traffic Composition 113.2 Data 113.3 Surveys 133.4 Summary 15

4 Socio-Economic Assessment 164.1 Overview 164.2 Gross Domestic Product and Gross Regional Product 164.3 Employment 174.4 Population 194.5 Foreseeable Significant Impacts in the Region 224.6 Summary 25

5 Forecasting Methodology 265.1 Overview 265.2 Base Year Model 265.3 Summary 50

6 Sponsor’s Base Traffic Forecast 526.1 Overview 526.2 Forecast Traffic Networks 526.3 Growth Model 59



6.4 Forecasting Assumptions 656.5 SDG Traffic and Revenue Forecast 716.6 Summary 75

7 Sponsor’s Sensitivity Tests 777.1 Assumptions on Proposed Infrastructure 777.2 Modeling Assumptions 817.3 Summary 84

8 Lenders’ or Investors’ Cases 858.1 Overview 858.2 Base Case 858.3 Downside Case 918.4 Revenue Reductions 988.5 Arup Forecast Summary 103

Appendix A: Base 1A 105

Appendix B: Base 1B1 107

Appendix C: Base 1B2 109

Appendix D: DS2A 111

Appendix E: DS 2B1 113

Appendix F: DS 2B2 115

Appendix G: DS 2C 117

Appendix I: Base Case Traffic & Revenue Charts 119

Appendix J: Downside Traffic & Revenue Charts 140



Page 1

Executive Summary This report was prepared by Arup on behalf of prospective lenders and investors under a consulting agreement with Elizabeth River Crossings LLC (ERC). ERC commissioned Arup to undertake the role of Lenders’ or Investors’ Traffic and Revenue Advisor for the Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway Extension (the Project). Arup reviewed the Traffic and Revenue (T&R) Forecasts model, forecast, and assumptions developed by ERC’s traffic advisor, Steer Davies Gleave (SDG), as outlined in the Sponsor’s Downtown Tunnel/ Midtown Tunnel/Martin Luther King Freeway (MLK) Extension – Traffic and Revenue Forecasts Final Draft Report, March 2012. Arup’s due diligence assessment contained below is to be read in conjunction with that Report.

The Project includes the following new and upgraded facilities, all of which will be tolled:

Midtown Tunnel (MTT): New two-lane tunnel to double capacity of the existing tunnel and upgrading the existing two-lane tunnel.

Downtown Tunnel (DTT): Upgrading the existing two two-lane tunnels.

Martin Luther King Freeway Extension (MLK): Extension of the existing facility from London Boulevard to I-264 and creation of a new interchange between I-264, US17, and Effingham Avenue. This will allow travel between I-264 and MTT on a limited access, high capacity highway.

According to the Project’s anticipated major commercial terms released on July 20, 2011, tolls are scheduled to be applied in late September 2012, before facility improvements are completed. The greenfield facilities are expected to open in mid-2016, coinciding with the first toll escalation date. Because the commercial term sheet referencing these dates was released after the SDG report was issued, the report and Arup’s assessment still reference a facility opening year of 2015.

Figure 1: Project Location



Page 2

The Project’s benefits include reduced travel time, better travel time reliability, less congestion in the Norfolk and Portsmouth city centers, reduced vehicle operating costs, fuel efficiency savings, and additional capacity, designed so as to bring relief to commuters in the Hampton Roads region of southeastern Virginia.

Arup has reviewed the approach, data, methodology, and outputs developed by ERC’s traffic consultant SDG, as well as the secondary reports and data provided by the Hampton Roads Transportation Planning Organization (HRTPO) and the Virginia Department of Transportation (VDOT). Summarized below are our findings:

It is Arup’s opinion that SDG’s approach to traffic and revenue forecast development is reasonable and the analysis sufficiently robust, based on the data available.

o The SDG model represents traffic conditions in the base year adequately, and therefore provides a robust basis for developing a forecast for the Project facilities.

o The SDG model behaves logically with regard to short/long-term select link analysis and the different assignment paths.

In terms of SDG’s data collection efforts, Arup believes it to be a robust approach and that the data used are appropriate:

o Automated License Plate Recognition (ALPR) locations situated to record actual traffic patterns provided good coverage of the Project area.

o The combination of floating car survey and cell phone tracking provided adequate understanding of journey times.

o The Origin-Destination (O-D) survey is considered acceptable, based on relevant benchmark studies.

o The ALPR corridor usage cordon survey corroborated the O-D survey information.

The socio-economic assumptions underlying SDG’s forecast are considered reasonable and consistent with Arup’s independent assessment. Concerns over a potential decline in the defense sector in the region have been accounted for in Arup’s downside scenarios (a 3.5% decrease in the light vehicle traffic matrix in the area).

SDG’s value of time, demand elasticity and ramp-up assumptions are considered adequate and appropriate for the forecast.

Because SDG’s model was developed and calibrated before the Comprehensive Agreement was signed in December 2011, the discussions on link analysis and work related to the model setup refer to 2015 as the Midtown Tunnel’s estimated opening year. The official SDG forecasts reflect updated model results, adjusted for 2016 as the opening year. This minor discrepancy in the opening year has only a negligible effect on the forecast results.



Page 3

Arup notes some Project issues (and their mitigation) as follows:

The adoption and penetration rate of E-ZPass transponders in an area that has historically had few tolls and limited need for E-ZPass technology. Arup considers SDG’s assumption of 75% E-ZPass penetration by 2012 to be aggressive.

o This issue will likely be mitigated by ERC’s plan to increase E-ZPass usage in cooperation with VDOT. In Arup’s forecasts, E-ZPass penetration rates have been modified to a 70% rate in 2012.

The implementation and public acceptance of a toll prior to any improvement in infrastructure and within 12-15 months of financial close.

o ERC/Arup have included ramp-up and trip suppression in the forecast to account for this potential public-acceptance issue. This takes into account the change in drivers’ behavior as a result of the change in infrastructure (users need time to adjust their routes and become familiar with the upgraded MTT and new MLK) and the introduction of tolls (current tunnel users are likely to investigate using alternative routes and/or changing destinations in order to avoid tolls).

The possibility of the addition of competing routes, namely the Hampton Roads Third Crossing (Patriots Crossing) and expanded capacity on the High Rise Bridge that could significantly alter travel patterns and hence traffic volumes utilizing the Midtown and Downtown Tunnels.

o The Concession Agreement provides relief to the Concessionaire as a compensation event if any of these competing routes are developed.Arup notes that the commissioning of any alternate facility, whether the construction of a new route (i.e. Patriots Crossing) or expansion of an existing facility (i.e. HRBT, MMBT or High Rise Bridge), is deemed to constitute a compensation event for the Concessionaire. Under a compensatory adjustment mechanism, VDOT will make the Concessionaire whole for lost revenue, as defined in the Concession Agreement.

Level of non-payment by violators.

o ERC/Arup have considered the impact of non-payment on revenue forecasts, by including a “leakage” factor in the revenue calculations.

In order to check the impacts of key inputs on the traffic model, Arup specified a series of scenarios within a base case and downside case. These scenarios tested critical variables including ramp-up (tolls and growth), E-ZPass penetration rates (which affect average toll rates), growth of heavy vehicles, motorway bonus, the inclusion of various competing facilities, and construction delay.



Page 4

About ArupArup is an independent, global firm of designers, planners, engineers, consultants and technical specialists offering a broad range of professional services. With over 10,000 staff working in more than 35 countries, Arup has brought together individuals from a wide range of disciplines since its founding in 1946.

Arup’s Transaction Advice practice contains the firm’s deal advisory services in early-stage strategy and business planning, transaction due diligence, and post-acquisition performance improvement. Arup has played a significant role in the global infrastructure market, advising on a diverse range of transactions in terms of type, sector, geography, client, and role. In 2011, Arup advised on 26 transactions which achieved financial close with a combined deal value of approximately $20.1 billion.

For the past two years, Arup has been awarded the designation of Global Technical Adviser of the Year at the Infrastructure Journal. This is an annual industry-leading event rewarding excellence and innovation in infrastructure and project finance.

The firm serves both private- and public-sector clients and is registered with the US Securities and Exchange Commission and the Municipal Securities Rulemaking Board as a municipal advisor.



Page 1

1 IntroductionThe following Traffic and Revenue Due Diligence Report was developed for the proposed Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway Extension (the Project) in Virginia. This assessment is based on the DowntownTunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension – Traffic and Revenue Forecasts (March 2012) undertaken by Steer Davies Gleave (SDG) for the Concessionaire, Elizabeth River Crossings (ERC). This due diligence Report is to be read in conjunction with the SDG Report prepared for the Concessionaire.

1.1 Project Background ERC commissioned consulting firm SDG to provide long-term traffic and revenue projections for the Project in June 2010. The Project includes the following new and upgraded facilities, all of which will be tolled:

Midtown Tunnel (MTT): Constructing a new two-lane tunnel to double the capacity of the existing two-lane tunnel and upgrading the existing tunnel.

Downtown Tunnel (DTT): Upgrading the two existing two-lane tunnels.

Martin Luther King Freeway Extension (MLK): Extending the existing freeway from London Boulevard to I-264 and creating a new interchange between I-264, US17, and Effingham Avenue. This will allow highway travel between I-264 and MTT.

1.2 Structure of Report Our report is structured as follows:

Chapter 2: Project, regional context, and strategies applied

Chapter 3: Arup review of the data collection efforts and available traffic data

Chapter 4: Review of the long-term socio-economic data and assessment

Chapter 5: Review of the traffic modeling and forecasting methodology

Chapter 6: Review of the Sponsor’s Base Case, including assumptions and forecasts

Chapter 7: Sponsor’s sensitivity tests

Chapter 8: Lenders’ sensitivity analyses

Supporting materials are included in the appendices.



Page 2

2 Project Overview

2.1 Project Description The MTT and DTT are the major east-west connections across the Elizabeth River between Norfolk and Portsmouth, Virginia in the Hampton Roads/Tidewater area. Figure 2 provides a map of the existing Project area.

MTT (US-58) currently exists as a single tunnel with one lane in each direction. As the northernmost connection under the Elizabeth River, it opened in 1962 and carries an annual average daily traffic volume (AADT) of 35,290 (2010) vehicles or about 3,000 vehicles per hour during the AM and PM peak periods. It is the most heavily traveled two-lane highway in the Commonwealth of Virginia and operates at level of service (LOS) F during peak periods. The Project expands the MTT with a second tube, doubling capacity to two lanes in each direction on this corridor and matching the capacity of the access highways at the MTT’s portals. The current tunnel has a height restriction of 13 feet, 6 inches, which is sufficient for the majority of tractor-trailers and container trucks, but requires dozens of over-height vehicles to be turned back each month. The new tunnel will have a vertical clearance of 16 feet, 6 inches, allowing nearly all freight vehicles to transit the tunnel.

DTT (I-264) comprises a pair of adjacent tunnels, both with two lanes in each direction. The individual tubes opened in 1952 and 1987, carrying an AADT of 89,540 (2010), or about 6,800 vehicles per hour during the PM peak period. The facility, which connects to the Berkeley Bridge, is the busiest crossing of the Elizabeth River. These tunnels have a height restriction of 13 feet, 6 inches, which will remain unchanged. The Project rehabilitates the existing tubes.

The MLK Freeway (US-58) connects the Western Freeway to London Boulevard in downtown Portsmouth. The Project involves building the MLK Extensionfrom the MLK Freeway directly to I-264, providing a direct, limited-access, high capacity route from I-264 to the MTT, as well as a direct link between the MTT and DTT in case one tunnel is blocked. It will include two lanes in each direction.

Figure 2: Project Location



Page 3

Currently, traffic desiring to travel from I-264 through the MTT must use arterial roads to reach the Martin Luther King Freeway.

2.2 Project Benefits The Project will result in a variety of benefits, direct and indirect, to the Project area including the following:

Additional capacity across the Elizabeth River and between major links.

Relief of current peak hour congestion.

Increased travel time reliability.

Less congestion in Norfolk and Portsmouth city centers and on local city streets.

Reduced vehicle operating costs and savings in fuel efficiency.

2.3 Markets Served The Hampton Roads/Tidewater area features significant US military presence, particularly for the US Navy. It is also home of the Port of Virginia, the largest natural deepwater port in the world. The major cities in this region are Virginia Beach, Portsmouth, and Norfolk.

Portsmouth has a population of 95,000 (2010) and employment of 58,000 (2009). Its major employers are the Norfolk Naval Shipyards, the Naval Medical Center, the City of Portsmouth, and the Bon Secours Maryview Medical Center.

Norfolk has a population of 243,000 (2010) and employment of 224,000 (2009), indicating a significant number of regional residents commuting into Norfolk on a daily basis. The largest employers include the Naval Station Norfolk, Sentara Health Care, Naval Amphibious Base in Little Creek, City of Norfolk, and Old Dominion University.

A review of road locations, traffic profiles, and surrounding demographics supports the view that the MTT and DTT serve primarily as commuter routes, connecting downtown Portsmouth with downtown Norfolk. Compared to DTT, a larger proportion of MTT traffic is commuter-based, given its proximity to Old Dominion University, the Naval Station, and the Sentara Health Center. Half of DTT’s trips are commuter-based, with the rest using the crossing for retail and recreational trips (e.g., access to Virginia Beach and MacArthur Mall, a high-end retail center).

2.4 Competing Routes There are essentially three existing competing routes across the Elizabeth River, as shown in Figure 3. Their designation as competing routes was underscored when the MTT was closed for four weeks in 2003 due to flooding from Hurricane Isabel.



Page 4

Jordan Bridge: Currently closed and under reconstruction, this facility is expected to reopen in 2012 as a tolled bridge with one lane of traffic in each direction. Though the toll has not yet been finalized, preliminary indications are that the rate will be $2.00 per trip.

Gilmerton Bridge: Currently open and under reconstruction, this facility is anticipated for completion in 2013. It carries Military Highway (US-13) across the southern branch of the Elizabeth River in Chesapeake. Upon reconstruction, it will be wide enough to accommodate three lanes of traffic in either direction. However, it will be striped for two lanes in each direction until its access roads are upgraded at a yet-to-be-determined point in the future. It will remain a non tolled crossing.

High-Rise Bridge: This non tolled structure carries I-64 and has two lanes in each direction. There has been discussion of possibly expanding the bridge to provide three lanes in each direction, though a timeline for these upgrades has not yet been determined. Arup notes that any expansion of the High-Rise Bridge would constitute a compensation event for ERC as defined in the Concession Agreement.

Figure 3: Project Competing Routes



Page 5

Patriots Crossing, a potential additional competing route, has been authorized for study as part of the region’s Transportation Improvement Program for FY 2009-12. As proposed, this four-lane east-west bridge-tunnel system would link I-564 in Norfolk and the Monitor-Merrimac Memorial Bridge-Tunnel. It is also proposed to include a north-south connection to Craney Island in Portsmouth, where the port has plans to expand. Patriots Crossing, shown in Figure 4, includes the major elements of the also-proposed Third Crossing. Again, Arup notes that the commissioning of any component of Patriots/Third Crossing would constitute a compensation event for ERC as defined in the Concession Agreement.

Figure 4: Proposed Patriots Crossing

2.5 Toll Collection Strategy and Toll Rates

2.5.1 Existing Area Tolls Tolls have a varied history in the Hampton Roads region. From its opening in 1962, the Midtown Tunnel featured a toll of $0.25. Upon removal of this toll in 1988, an uptick in demand was observed. The Downtown Tunnel, Hampton Roads Bridge-Tunnel, and Virginia Route 44 (now part of I-264 in Virginia Beach) also had tolls removed in recent decades. The region’s remaining toll facilities cater in part to the tourist market and include the following:

Chesapeake Expressway: Since its opening in 2001, tolls have been charged on the Chesapeake Expressway (Route 168), a 16-mile toll road that connects I-64 and North Carolina. E-ZPass and cash are accepted. Peak tolls, which are double the regular toll rate, are charged on weekends



Page 6

from the weekend before Memorial Day to the weekend after Labor Day to account for the substantial increase in tourist traffic to the Outer Banks.

Chesapeake Bay Bridge Tunnel (CBBT): The CBBT opened in 1964 as a two-lane structure to connect US-13 between the Delmarva peninsula and southeastern Virginia, providing a more direct route for users to/from north of Wilmington, Delaware. The bridge portion was expanded to four lanes in 1999, though the tunnels remain two-lane facilities. E-ZPass and cash are accepted. Round trip discounts are provided for travelers returning within a 24-hour period.

2.5.2 Concession Agreement According to the Concession Agreement (CA) executed with VDOT in December 2011, tolls are allowed on all Project facilities. Starting in fall 2012, tolls will be collected in both directions, using transponders (E-ZPass) or by video using automated license plate recognition (ALPR, described in further detail in the SDG Report). There will be no cash payment or toll plazas. Tolls will vary between peak and off-peak periods.

The proposed toll structure is as follows:

Table 1: Proposed Initial Project Toll Structure

Peak Off-PeakDTT/MTT $1.84 $1.59 MLK (non-tunnel users) $1.00 $1.00 MLK + DTT/MTT $2.34 $2.09 Truck Multiplier 4.00x (MTT, DTT)

3.00x (MLK) 3.00x

Video surcharge (if no transponder) 2.00x off-peak toll

Toll escalation per annum

Greater of CPI or 3.5%, starting upon opening of the new MTT

Legislative maximum 2.00x 2.00x Source: ERC

2.5.3 Toll Collection Systems The CA requires an all-electronic toll (AET) system, interoperable with the E-ZPass common-protocol transponders used in the majority of toll facilities on the US east coast. The system will manage different toll rates depending on vehicle classification (light or heavy), time (peak or off-peak hour), trip location (tunnel or MLK), and type of transaction.

The proposed toll system comprises the following:



Page 7

Multi-lane free flow (MLFF) tolling points at three mainline locations (MTT, DTT, MLK) and two ramp locations (both on MLK); initially, from June 2012 to May 2016, only the MTT and DTT tolling points will be in operation

Vehicle identification via transponders or license-plate images

Concessionaire’s back office

E-ZPass VDOT back office

The tolling strategy will be based on E-ZPass, complemented with video tolling and video enforcement. Considering the urban environment, availability of space and level of congestion, an AET approach seems to be the optimal tolling concept for the Project.

This system’s ability to implement different toll rates provides a tool both to help manage congestion and to augment the Concessionaire’s revenues. Integrating transponders with video tolling, different types of accounts, and multiple means of payment gives the tolling system the flexibility to adapt to users’ future behavior while optimizing operational costs and toll revenues.

The congestion-pricing approach (shown in Table 1 above) will establish different toll levels for different times of day, rather than implementing a continuously-variable dynamic pricing scheme. This is consistent with the authority granted for tolling the project under the federal Value Pricing Pilot Program, confirmed through a cooperative agreement between VDOT and FHWA in 2009.

Although the Technical Requirements had originally envisioned the project’s ITS and tolling systems as integrated systems, ERC has proposed instead to design the tolling system as a complete standalone unit, integrating the tunnel controls and ITS elements. Advantages of ERC’s approach include keeping independent the installation, commissioning, operation, and maintenance of all systems related to revenue collection; this facilitates assigning this scope of work to a single contractor. ERC executed a letter of intent dated May 10, 2011 with Federal Signal Technologies (FST), based on FST’s January 28, 2011 proposal for these services to allow FST to advance certain elements of the Tolling System while the final Tolling Contract was negotiated.

2.5.4 Comprehensive Agreement and Business Rules In Arup’s opinion, the system requirements in the CA and the Business Model are reasonable and represent industry standards for this kind of AET project. Most of the requirements are related to vehicle identification accuracy, transaction processing, and timely responses, and the relevant sections of the CA have been supplemented by ERC with a comprehensive set of functional and performance requirements. There are multiple proven solutions in the market which can readily be further developed to comply with these requirements.



Page 8

2.5.5 Technology and Suppliers The proposed technology is state-of-the-art and is proven in several AET multi-lane free-flow (MLFF) projects around the world. The use of double-gantry tolling points enables capture of front and rear license-plate images (with dual plates being standard for vehicles registered in Virginia), removing ambiguity otherwise possible in the association of data with a particular vehicle/transaction in an MLFF environment.

The already-selected supplier, Federal Signal and its partners, have considerable experience providing tolling components including back office systems, OEM equipment, and operations services throughout the US, including in Virginia. Federal Signal’s experience as an integrator of roadside toll-collection systems is limited, with one of its previous projects including the E-470 toll road in Denver, Colorado.

2.5.6 E-ZPass The project will use the E-ZPass commercial and operational platform through a service agreement with VDOT. These services, which VDOT already provides for other toll-facility operators in Virginia, will consist primarily of transponder distribution, user account management, and toll collection processing. Based on actual VDOT costs, operational costs will be paid proportionally to the number of transactions, and credit-card fees will be paid proportionally to total revenues. E-ZPass accounts are pre-paid by customers, and under the Electronic Toll Processing Agreement, ERC will receive payment the next business day for tolls charged to valid E-ZPass accounts.

The current number of transponder accounts in the project influence area is estimated to be sufficient to generate an initial E-ZPass penetration of 10-15%,1 as a percentage of total tolling-point transactions. With ERC assuming 75% E-ZPass penetration for the initial year (Q4 2012), a significant number of new accounts are anticipated for the next 12 months. According to ERC’s traffic forecast, 83,400 total daily transactions are projected for 2012 for the MTT and DTT tolling points, with 52% of this traffic representing commuters. Based on these figures, Arup estimates a total of about 40,000 active E-ZPass transponder accounts for tunnel users should be necessary to achieve the 75% penetration.

In order to reach this number of accounts, a large-scale marketing campaign will need to be implemented by ERC and VDOT. ERC has retained the marketing firm PRR for the toll marketing and overall communications advisor role. Arup understands that PRR has directly relevant experience in marketing and public relations for converting an existing free facility to a tolled one (WA 520 in Washington state). PRR commenced work in December 2011, and has submitted draft plans that are currently under review by ERC and VDOT. In addition, ERC and VDOT have formed a second joint working group to identify how VDOT and ERC staff can cooperate in common project customer service centers so that

1 As noted, for instance, in SB&A toll-marketing proposal provided by ERC.



Page 9

patrons who enter to pay a video toll invoice can be seamlessly converted to E-ZPass customers. This effort is aided by the fact that VDOT’s provider is Faneuil/FSTech, who are also working for ERC. In the long term, 90% transponder penetration is projected and is considered reasonable.

2.5.7 EnforcementThe enforcement of toll payments and additional charges is endorsed by the Code of Virginia. Toward this end, vehicle and owner information will be obtained from the state Department of Motor Vehicles (DMV) and other institutions.

The proposed strategy for first-time unregistered users of the project is to encourage registration for an E-ZPass or video-tolling account, using mail communication and invoicing. Users who pay these invoices in a timely manner will not be classified as toll violators. If invoices remain unpaid, late toll charges will first be invoiced with a delinquency fee; and if customers do not respond, municipal courts will request the Virginia DMV to block future renewal of vehicle registration.

This flexibility of this enforcement system will provide tools to increase E-ZPass penetration, reduce leakage, and maintain revenues by providing delinquency fees to offset the higher collection costs resulting from manual follow-up. This type of strategy is aligned with proven experiences on other projects, both in the US and overseas.

The reliance on video tolling for a large proportion of toll revenues, particularly in the early years of the concession period, raises some concern due to the potential difficulty of collecting tolls on vehicles with out-of-state license plates. Although Virginia has robust legislative support for video tolling and enforcement, including the ability to deny violators’ vehicle-registration renewal for non-payment of tolls, the system’s capacity to locate and prosecute out-of-state violators may be more limited. This is potentially significant due to the large military population in Hampton Roads, with many of these drivers retaining license plates from their original state of residency. In Arup’s opinion, however, the inclusion of bad-debt allowances (addressed in Arup’s Technical Report in further detail and shown on Table 18 of that report) may be sufficient to cover reasonable losses resulting from difficulties in toll collection from out-of-state vehicles.

According to the project’s Tolling System Report, the mechanism for addressing out-of-state license-plate lookups is still under development. Arup understands FST plans to use a service called LES to provide names and addresses of out-of-state toll customers who will be sent a regular invoice. The legal mechanism for enforcement of those who refuse to pay voluntarily is not settled. Precedents at other toll facilities include establishing relationships with specific DMVs in frequently-involved states; engaging a third-party entity to provide lookup services; and/or interfacing with the National Law Enforcement Telecom-munications System (NLETS).



Page 10

2.6 Summary of Baseline Issues Below is a summary of Arup’s baseline issues with the Project as it is currently developed:

There is a potential for suppression of demand resulting from the introduction of tolls on a previously un-tolled facility.

The E-ZPass penetration rate, outlined in Chapter 6. However, a higher E-ZPass penetration rate assumption will ultimately result in a lower revenue estimate, given the significant difference between the E-ZPass and video surcharge rate.

There is a potential for existing and future facilities, especially the Patriots Crossing, to offload traffic from MTT/DTT. Patriots Crossing (tolled), Hampton Roads Bridge Tunnel (HRBT), and the Monitor-Merrimac Bridge Tunnel are included in the as variants of the Base Case and Downside Scenarios. In Arup’s Downside Scenario, the facilities and capacity improvements to the Gilmerton and High Rise Bridges are taken into account.

The proposed toll collection technology and related systems is state-of-the-art and is proven in several all-electronic tolling applications for multi-lane free-flow projects around the world.

Arup notes the commissioning of any alternative facility (including those listed in the point above), whether the construction of a new route (e.g., Patriot’s Crossing—which is not in the Base Case) or expansion of an existing facility (e.g., HRBT, MMBT or High Rise Bridge), is deemed to constitute a compensation event for the Concessionaire. Under a compensatory adjustment mechanism, VDOT makes the concessionaire whole for lost revenue as defined in the Concession Agreement. While Arup cannot take a position with respect to the legal aspects of this compensatory mechanism, we opine that the arrangements appear to cover the concessionaire reasonably for relief events as defined.



Page 11

3 Data Collection Assessment

3.1 Overview and Traffic Composition This section provides a review of the traffic data used in SDG’s Traffic and Revenue Forecasts Report. The review provides comments on the reasonableness of the data used with respect to other data sources available.

Traffic data used for the study includes the following:

Automated License Plate Recognition (ALPR) counts;

Travel time surveys;

User origin-destination and behavioral online survey; and

(ALPR corridor usage cordon survey.

3.2 Data

3.2.1 ALPR Counts As shown in Figure 5, SDG conducted traffic counts using Automatic License Plate Recognition (ALPR) cameras that were placed at 76 locations on ramps on and off the eastbound I-264 between its western and eastern interchanges with the I-64 Beltway, and a camera at the Downtown Tunnel, for periods varying from 48 to 144 hours. The ALPR locations provide adequate coverage of the Project area. Most of the count dates fell in May and September, which are typical months, from a traffic pattern perspective, and therefore appropriate for traffic surveying.

However, there are a few locations, including the MLK Freeway, where data was collected in August. This portion of the data collection effort may be influenced by seasonal factors, such as a reduction of local commute trips due to vacations or an increase in tourist flow. The collected ALPR counts along with other available count data were used to validate the existing model. Arup is satisfied that the ALPR data gathered represents an appropriate and reasonable sample as part of SDG’s traffic analysis and forecasts.

3.2.2 Travel Time Surveys Journey time data was collected using two methods: a floating car survey and cell phone tracking. As shown in Figure 6, the journey time survey routes covered major roadway segments within the model area. Cell phone tracking data was used along the southern I-64 Beltway because the variation of floating car surveys on this particular segment was too large. The collected journey times were used to validate running speeds on major links. Arup believes that the travel time survey data gathered represents an appropriate and reasonable data sample as part of SDG’s traffic analysis and forecasts.



Page 12

Figure 5: SDG ALPR Locations

Figure 6: SDG Journey Time Survey Routes



Page 13

3.3 Surveys

3.3.1 User Origin-Destination and Behavioral Online Survey SDG recruited MTT/DTT users to participate in a questionnaire survey through an online panel, postcard drop, and/or ALPR mailing.

Panel survey: SDG gathered 691 completed interviews among the selected members. Response rates for panel surveys are typically significantly higher than for intercept surveys.

Postcard hand-out: SDG handed out 9,500 postcards, which resulted in 1,154 (12%) respondents logging on to the survey. Only 870 (9.2%) interviews were fully completed.

Mail-out survey: SDG mailed 25,000 postcard surveys, which resulted in 565 (2.3%) respondents responding. Of those responding, there were 439 (1.8%) valid responses.

The above effort provided SDG with almost 2,000 interviews, which they used in conjunction with the ALPR survey, described below. This enabled SDG to derive statistically significant behavioral parameter estimates for inclusion in their study. The combined response rate according to SDG is 5%. Generally, a low response rate can give rise to sampling bias if the non-response is unequal among the participants regarding exposure and/or outcome. However, by examining the results of 81 national surveys with response rates varying from 5 percent to 54 percent, it was determined that surveys with much lower response rates were only minimally less accurate.2 Therefore, although the response rate of the survey was low, Arup considers it acceptable as a benchmark study.

The survey results were used to derive preliminary trip origin-destination (also known as “trip”) tables and values-of-time for tunnel users. Refined tunnel trip tables were then used to replace the Hampton Roads Travel Demand Model (HRTDM) tunnels matrices. The effect of using survey data to replace the partial trip table is twofold. On one hand, the survey data is more representative of existing conditions and may reflect the current situation better than the older HRTDM trip tables. However, the HRTDM trip tables were consolidated from various data sources and their replacement with potentially biased survey results could essentially bias the model results. This is further covered in the validation and calibration section of Chapter 5.

Arup believes that the User Origin-Destination and Behavioral Online Survey data gathered represents an appropriate and reasonable data sample as part of SDG’s traffic analysis and forecasts.

2 Holbrook, Allyson, Jon Krosnick, and Alison Pfent. 2007. “The Causes and Consequences of Response Rates in Surveys by the News Media and Government Contractor Survey Research Firms.” In Advances in Telephone Survey Methodology, ed. Lepkowski et al. New York: Wiley.



Page 14

3.3.2 ALPR Corridor Usage Cordon Survey Automatic License Plate Recognition (ALPR) surveys involve video-camera capture of the plate number of every vehicle driving through a specific point of the network, together with other basic information such as date and time of the trip. Each ALPR site can be considered an enhanced traffic count that identifies, in addition to classifying vehicles, each vehicle with a unique ID via its license plate. In order to analyze corridors, multiple cameras can be placed at key points or sections to determine usage (split short/local and long distance journeys) analyzing the different points at which the same vehicle is identified along the camera-defined cordon. SDG used this technique to complement the origin and destination survey to update the original origin/destination (trip) matrix along the I-264 corridor.

Figure 7: SDG ALPR Cordon Locations

SDG collected ALPR data at 21 locations as shown in Figure 7 at ramps on and off the eastbound I-264 corridor. Since eastbound and westbound traffic volumes are generally balanced, the westbound PM trips were estimated by transposing corresponding AM trips. This is considered a common practice to reduce the



Page 15

costs of data collection, especially on routes with a tidal travel pattern. The ALPR data was used to refine the origin-destination trip tables based on tunnel user survey results. Arup opines that this approach was robust enough to complement the origin-destination information gathered in the other surveys.

3.4 SummaryBelow is a summary of Arup’s comments on SDG’s data collection efforts:

Detailed trip pattern data was gathered as part of the data collection efforts in the form of O/D questionnaires for existing MTT and DTT users and a license plate survey in one direction at the DTT. As part of this Project, this was the baseline to maximize available data and limit the collection of new data, as roadside interviews were not permitted.

Generally a robust approach to data collection was utilized for the Base Year model:

o ALPR locations provided a good coverage of the Project area.

o A combination of the floating car survey and cell phone tracking provided adequate understanding of journey times.

o Although the response rate of the O/D survey was low, it is considered acceptable based on a benchmark study.

o ALPR O/D results sufficiently complemented the other survey information.



Page 16

4 Socio-Economic Assessment

4.1 OverviewThis chapter reviews relevant socio-economic data for the Hampton Roads region, which is comprised of 16 counties and independent cities. Key socio-economic indicators include gross domestic product, income, employment, and population growth. In some instances, these indicators are compared to state and national demographics where necessary. These indicators provide a background to understanding the potential for traffic growth in and around the Project area, and help effectively evaluate the economic rationale or basis for the traffic forecasts.

Hampton Roads is the second most populous region in Virginia. It is a military and shipping hub and is home to the Port of Virginia, the largest natural deep-water port in the world. Six of the ten largest population centers in the United States are located within 750 miles of Hampton Roads.

The region has experienced strong natural population growth for over two decades. However, out-migration resulted in a net population growth rate that is generally lower than the national growth rate. The key economic drivers of the region are the military, ports, healthcare and educational institutions.

4.2 Gross Domestic Product and Gross Regional Product

As shown in Source: State of the Region 2010, Old Dominion University, 2011

Figure 8, during the first three years of the past decade, the region’s economy grew relatively faster than the US economy. The growth can be directly attributed to a rapid increase in defense spending from 2000 to 2004. In response to a slowdown in this spending, the gross regional product (GRP) roughly mimics the national GDP performance through the remainder of the decade. The global recession did not negatively affect the region as much as for the US as a whole. In 2010, the growth rate was about 2.4% in the region, which is the highest since 2006, though slightly below the US average and substantially below the area’s 3.3% average annual growth over the last 40 years.



Page 17

Source: State of the Region 2010, Old Dominion University, 2011

Figure 8: Growth Rate of GDP (U.S.) and GRP (Hampton Roads)

4.3 EmploymentAs shown in Figure 9, the year-over-year employment growth rate in Hampton Roads has been around 2% for the past twenty years, remaining positive for the majority of the time. The decline in the growth rate of defense spending and the overall global economic recession is the primary reason3 for the negative employment growth rate since 2006. However, since 2009, there are signs of a positive recovery in the employment figures.

The region’s leading growth industries are healthcare, other services and leisure and hospitality, with contraction industries shown as military, transportation and warehousing, and manufacturing, as shown in the following Figure 10. Regional employment growth is affected by the national business cycles and the mix of industries in the region. Expansions and contractions in the national economy influence employment growth due to the fluctuations in private and federal spending, as well as other factors. Furthermore, the mix of industries directly affects the magnitude of business cycle fluctuations in a region.

Since the US military is a major employer in Hampton Roads, defense spending has an important influence on employment growth.4 Municipalities realize this and have begun to diversify, as shown by the leading growth industries.

3 The State of the Region Hampton Roads 2006, Old Dominion University, 2006 4 2010 Comprehensive Economic Development Strategy, Hampton Roads Partnership, 2010



Page 18

Figure 9: Employment Growth in Hampton Roads5

During the past ten years, Norfolk, Newport News, Hampton and Portsmouth have maintained relatively stable employment levels, reflecting recovery of the regional job market after the 2008 recession. Moreover, the other municipalities in the Hampton Roads region have added jobs at a relatively faster pace compared to the population growth rate.

Source: DTT/MTT/MLK Extension Traffic and Revenue Forecasts Final Draft Report, SDG, 2011

Figure 10: Employment Data in Hampton Roads

5 Hampton Roads Regional Forecast 2011, HRTPO, 2011



Page 19

Source: Virginia Employment Commission

Figure 11: Employment by Industry in Hampton Roads

As shown in Figure 11, the public sector (including the military), education and health services, and transportation) are the major employment sectors in the Hampton Roads region. In Norfolk and Portsmouth, government and the military account for 25.4% and 37.9% of employment, respectively, with educational and health services and transport accounting for 34.2% and 29.0%, respectively.

4.4 PopulationAccording to the 2010 US census, the total population of Hampton Roads was approximately 1.67 million. Figure 12 shows a breakdown of Hampton Roads population by counties. The greatest populated independent cities in the region are Virginia Beach, Norfolk, Chesapeake, Newport News, Hampton, and Portsmouth, respectively.

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%

100.0%

Government

Other Services

Leisure andHospitality

Educational and Health Services

Professional and Business Services

Financial Activities

Information

Trade, Transportation and Utilities

Manufacturing

Construction

Natural Resources and Mining



Page 20

Source: U.S. Census Bureau 05-09 ACS Data

Figure 12: Population by County in Hampton Roads

Figure 13 reveals that the Hampton Roads regional population growth has a significantly higher level of volatility than the US as a whole. Also, Hampton Roads’ population has grown at a slower rate than the nation for 14 out of the past 15 years. The slow population growth is partially related to out-migration, as the region has experienced robust natural growth (births - deaths) for over two decades.6

The Hampton Roads Chamber of Commerce has recently introduced initiatives with a goal of attracting and retaining young workers,7 ostensibly to slow the rate of out-migration over time.

6 The Hampton Roads Economy – Regional Benchmarking Study, HRTPO, 2010 7 http://www.hamptonroadschamber.com/page/sync757/

Chesapeake 13%

Hampton 8%

Newport News 11%

Norfolk 15%

Portsmouth 6%Sulffolk 5%

Virginia Beach 26%

Other 16%



Page 21

Source: The Hampton Roads Economy – Regional Benchmarking Study, HRTPO, 2010

Figure 13: Population Growth Rates in Hampton Roads and the United States

The cities of Chesapeake and Virginia Beach have experienced consistent population growth over the last 40 years, while populations in the cities of Portsmouth and Hampton have slowly declined. However, this trend appears to be gradually reversing in Norfolk, potentially because of the attractiveness of redeveloped urban opportunities in downtown Norfolk.

Source: DTT/MTT/MLK Extension Traffic and Revenue Forecasts Final Draft Report, SDG, 2011

Figure 14: Population Growth Trends in Hampton Roads (1970-2010)



Page 22

According to the Virginia Employment Commission’s State Demographer Projections, the region-wide average compound population growth rate is forecast at about 0.7% per annum from 2010 to 2030. 8

Source: Virginia Employment Commission

Figure 15: Population Forecasting in Hampton Roads

4.5 Foreseeable Significant Impacts in the Region In Arup’s opinion, the major potential impacts to the Hampton Roads population and employment that may ultimately affect forecasted Project traffic volumes include the following:

4.5.1 MilitaryClosure of United States Joint Forces Command (JFCOM): With an annual budget of more than $700 million, the military’s Joint Forces Command until recently occupied a 60-acre campus in Suffolk, with about 3,000 contractors and 2,000 military and civilian employees at its Suffolk location and its Norfolk head-quarters. As part of wider budget cuts, JFCOM was formally dissolved in August 2011, costing the region about 2,000 jobs, an impact not factored into previous economic models.

Relocation of nuclear powered aircraft carrier (CVN): In May 2011, the Chief of Naval Operations indicated the Navy would continue with plans to move a Norfolk-based aircraft carrier to Mayport, Florida, despite efforts in Congress to block the relocation. Transferring a CVN from Norfolk to Mayport could result in a loss of 6,000 jobs and about $425 million a year in economic activity. However, to accomplish this relocation, a multi-million dollar facility will be needed in Mayport, which makes this move less likely to occur soon.

8 Accessible at http://www.vawc.virginia.gov

0

100000

200000

300000

400000

500000

600000

2010

2020

2030



Page 23

Withdrawal of troops from Iraq and Afghanistan: The negative impact of the deployments of military personnel to the local economy is to some extent offset by the fact that many of the supplies to support the military efforts in Iraq and Afghanistan are shipped through the port of Hampton Roads.9 Should the withdrawal of troops occur rapidly over the next few years, this could have a negative impact on cargo-bearing traffic.

4.5.2 Port of Virginia The Virginia Port Authority recently signed a 20-year agreement to lease the new APM Terminal in Portsmouth. At 291 acres, the APM facility is among the largest container terminals in the US. It is likely to result in a reassignment of freight cargo trips among facilities in the region.

Norfolk Southern’s new Heartland Corridor route became fully operational in September 2010. This improved rail corridor decreases the intermodal travel distance for double-stack container trains from the Port of Virginia to Chicago by approximately 250 miles and therefore will make the region much more competitive in attracting ocean cargo destined for the Midwest.

The Panama Canal expansion, which is expected to double the capacity of the canal by 2014, is predicted to have a positive effect on cargo throughput at East Coast deepwater ports. When the expansion is completed, the canal will enable the passage of larger post-Panamax vessels, allowing cargo shippers and liner services to reduce transit times and costs. This will improve the cost-effectiveness of routing goods from Asia to the US Midwest via east-coast ports relative to west-coast ports.

With a current channel depth of 50 feet, the Hampton Roads port is the deepest east-coast container port and is positioned to attract a large market share of this potential increase in cargo traffic, which in turn will have a positive effect on traffic volumes. The degree to which traffic volumes change as a result from the canal expansion will also depend on competitive pressures from the ports of Savannah and New York/New Jersey, which should also be considered.

4.5.3 Transit Development If transit investments, including the Hampton Roads light-rail line which opened in summer 2011, serve the necessary O-D pairs and are successful in changing people’s behaviors in travel mode choice, the growth rate of vehicular trips could be reduced in the long run. In spring 2011, Virginia’s governor signed legislation that created a framework to invest nearly $4 billion into the state’s transportation system, including Hampton Roads light rail as one of the strategic projects.

At the time of writing, the Hampton Roads Transit Vision (Figure 16) is in its early stages. The Virginia Department of Rail and Public Transportation

9 Comprehensive Plan Technical Report, City of Virginia Beach Department of Planning and Community Development, 2009



Page 24

(VDRPT) produced an integrated transportation-development report in late 2011, outlining approximately $86 million of improvements to the region’s transit system, including transfer center upgrades, bus shelter changes, vehicle and equipment replacements, and technology improvements from 2012 to 2017. Given the preliminary status of these improvements, and other major transit investments that require a significant commitment of scarce public funding, and absent a clear plan to obtain that funding, Arup does not foresee a material effect on Project revenues from transit development in the near to medium term.

Source: BeyondDC

Figure 16: Hampton Roads Light Rail System Vision

Additionally, the existing passenger-ferry service between downtown Norfolk and old-town Portsmouth could become a reasonable commuting alternative if high-end transit-oriented residential developments take place on both sides of the river. Figure 17 shows catchment areas within a 500-meter radius of ferry terminals in Portsmouth and Norfolk cover high-density areas in both cities.



Page 25

Figure 17: 500m Catchment Area around Ferry Stations

4.6 SummaryBelow is a summary of Arup’s assessment of the socio-economic outlook for the region:

Population within the region will grow at a rate of 0.7% per annum between 2005 and 2034, as forecast by the Virginia Employment Commission.

Employment will increase at a modest rate of 1% per annum, as suggested by historical employment trends in the region.

Negative impacts caused by diminution in military activities could be offset by the prosperity of cargo ports and other industries including healthcare, education, and tourism. This is assumed in Arup’s base case scenarios 1A, 1B1, and 1B2. The likelihood and magnitude of military downsizing is difficult to gauge, due to the unpredictable nature of national and global politics. The impact of a greater decline in military activities is considered in the downside scenarios, where a decrease in 3.5% of the light-vehicle matrix was applied in the model.



Page 26

5 Forecasting Methodology

5.1 OverviewArup reviewed SDG’s modeling approach for the Project, referencing the following documents and meetings:

Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway (MLK) Extension - Traffic and Revenue Forecasts (August 2011, with update on March 2012) by SDG;

Midtown Tunnel Traffic and Revenue Forecasts presentation given by SDG at the meeting on June 20, 2011 (22181601 - Midtown Tunnel T&R Meeting 2006.pdf);

Meetings with SDG in London on June 20-21, 2011.

5.2 Base Year Model

5.2.1 Model Development SDG’s Project forecasts are based on an updated version of two existing models:

HRTDM, a four-stage strategic model for the Hampton Roads region, developed as a federally mandated regional planning tool on the TP+ platform in 2000; and

HRTPO Truck Model, an updated version of the HRTDM developed on the CUBE platform in 2008, incorporating a separate representation of freight traffic.

The HRTDM and HRTPO Truck Model are planning tools built, maintained and owned by the Planning Authority (Hampton Roads TPO and VDOT in this case). SDG received the 2010 network and trip matrices which are an output of the Hampton Roads models.

As shown in Figure 18, these transport models cover the cities of Portsmouth, Norfolk, Virginia Beach, Chesapeake, and Suffolk, as well as Hampton, Newport News, and Williamsburg on the Virginia peninsula.



Page 27

Figure 18: Model Extents

For this assessment SDG updated the HRTDM to create a 2010 Base Year. The base year model was developed in SATURN, which is an industry standard highway assignment network model. Its use for traffic modeling and forecasting purposes for this Project is considered appropriate. Tolls can be easily modeled in SATURN.

SATURN incorporates a number of assignment algorithms suitable for forecasting traffic. This model can be either junction or link based: SDG developed the 2010 model as link based, an approach which does not allow the detailed modeling of intersections. To account for this, SDG developed a separate microsimulation model in VISSIM to simulate in detail performance at intersections leading to the Midtown Tunnel (delay, time savings, etc.). The VISSIM model enabled a regional model to be developed with the ability to forecast the Project impacts in the vicinity of the Portsmouth-Norfolk river crossings more accurately than in a purely strategic model. Arup believes that the approach employed by SDG is reasonable and appropriate.

It is worth noting that:

VDOT supplied networks and matrices (not a four-stage model) which were converted to SATURN.

The original model was a 24-hour model which was converted to a peak hour model (both PM peak and off-peak). Segmentation by time period is required to better represent traffic conditions through the day, especially in urban or congested areas and when tolls are to be implemented.

The traffic flows were updated to 2010. The process adopted for updating the matrix modified trip patterns based on count data and on observed trips in the study area.



Page 28

With regard to the last point above, SDG was not able to collect origin/destination (O/D) data in the form of roadside interview surveys as part of this study, given the timeframe and nature of the routes in the study area (US Federal roads). To overcome this, SDG collected data from MTT and DTT users who were invited, via postcard drop and automatic license plate recognition mailing, to complete a detailed on-line O/D interview. This interview was also used to ascertain attitudes to tolling, including willingness to pay. In addition, SDG collected other useful O/D data in the form of an ALPR corridor usage cordon survey of travel routings through the I-264 corridor east/west of the Downtown Tunnel.

5.2.2 Time Periods and Annualization Factors The model simulated traffic conditions in the study area by selecting representative time periods, typically defined as the peak and off-peak periods. The analysis of traffic data concluded that the AM and PM peak and off-peak hours are similar for the DTT and MTT.

As traffic volumes are similar in the AM and PM peak periods, SDG opted to model a single peak hour only and chose the PM peak because observed traffic flows in this period were higher than in the AM peak. This is because the AM peak is mainly comprised of commuter trips, while the PM peak includes leisure trips as well as commuter trips. While the peak periods are similar in terms of traffic volumes, it is considered adequate to model only one of the peaks, as the output of the assignment model would also be similar. Therefore, the time periods modeled in the SDG SATURN model were as follows:

PM peak hour: 4:30pm-5:30pm

Off-peak hour

From these modeled time periods, annualization factors must be applied to deter-mine annual traffic. According to historical traffic data in the study area, the base year model defined the following time periods, which were used to determine the allocation of daily traffic volume to the following periods:

AM peak period: 5:30am-9:00am

Inter-peak period: 9:00am-2:30pm

PM peak period: 2:30pm-7:00pm

Night-time: 7:00pm-5:30am

An analysis of historical traffic in the above periods was used to develop expansion factors, which were used to obtain daily traffic from the modeled time periods (PM peak and off-peak). Therefore, the expansion factors must be applied directly to the output of the model, which are hourly flows, to develop daily flows.

The expansion factors derived by SDG are shown in Table 2 below and can be compared with those obtained by Arup based on MTT and DTT historical data.The SDG factors compare well with those derived by Arup.



Page 29

Table 2: Model Expansion Factors

SDG Arup

Vehicles

PM peak hour to

peakperiod

Off-peakhour to off-peakperiod

PM peak hour to

peakperiod

Off-peakhour to off-peakperiod

LightVehicles

MTT 6.92 8.97 6.76 8.81 DTT 7.17 9.60 7.50 8.95 MLK 7.04 8.59 6.87 9.55

Heavy Goods

Vehicles

MTT 12.04 5.17 14.52 5.88 DTT 8.22 6.55 7.51 8.95 MLK 10.82 5.86 10.42 7.01

Source: SDG and Arup analysis.

For instance, for the case of light vehicles predicted to utilize the MTT, to convert the SDG PM modeled peak hour (4:30pm-5:30pm) into the overall peak period of the road network (AM peak period + PM peak period), SDG multiplied the peak-hour model output by 6.92, indicating the PM peak hour modeled is equivalent to 6.92 hours. These factors are derived from historical traffic data, and Arup’s calculation obtained the result of 6.76 for the same period.

Because these factors are derived separately for light and heavy vehicles, it is expected that some differences will arise because historical data for the various locations may have been used slightly differently in the development of these factors. The result of these differences is that the use of the SDG factors may be similar for light vehicles and conservative for HGVs in the AADT estimation. The process of obtaining weekday daily traffic from the output of the model is shown below:

Daily weekday traffic = [PM peak hour traffic (model output)] [PM peak hour to peak period expansion factor] + [off-peak hour traffic (model output)] [off-peak hour to peak period expansion factor]

Expansion factors are also derived in the same way (i.e. analysis of historical traffic counts in the area) to obtain daily weekend traffic from the model output. In this case SDG assumed that weekend traffic in the MTT/DTT area has the same characteristics as in the off-peak period of a normal day (weekday). The process of obtaining weekend daily traffic from the output of the model is shown below:

Daily weekend traffic = off-peak hour traffic (model output) off-peak hour to weekend day expansion factor

Analyzing further the historical traffic in the area, it is possible to derive the number of days of weekday traffic volume in one year, as well as the days of



Page 30

weekend traffic volume in one year. Applying these annualization factors to daily traffic volumes yields annual traffic:

Annual traffic = (daily weekday traffic weekday to year factor) + (daily weekend traffic weekend day to year factor)

Arup believes that the approach employed by SDG for the development of time periods and annualization factors is reasonable and appropriate.

5.2.3 Vehicle Classes Two separate vehicle classes were modeled:

Light Vehicles (LV)

Heavy Goods Vehicles (HV or HGV)

These segmentations, as previously discussed, are taken directly from the HRTDM and the HRTPO Truck Model. The process used to develop the trip matrices for these models ensured that the observed trip patterns defined by vehicle class were included in the SDG model. The modeling of light and heavy vehicles is considered a reasonable approach, given that the tolls and payment mechanisms will enable differentiation between light and heavy vehicles.

5.2.4 Zoning Structure SDG’s SATURN model maintained the zoning structure of the HRTDM because it covered a sufficiently extensive area. Therefore, as shown in Figure 19, the SDG model covers the cities of Portsmouth, Norfolk, Virginia Beach, Chesapeake, and Suffolk, as well as Hampton, Newport News, and Williamsburg on the Virginia peninsula.

As noted in Chapter 2, other crossings of the Elizabeth River represent feeder/ competing routes and are included at the center of the modeled area. All of these links are included in the SDG model network, which is considered appropriate for the study.

The model consists of 1,086 zones. These increase in density towards Portsmouth and Norfolk, reflecting the different land uses and the increased density of the road network. Figure 19 shows the zone network in the model. The external zones are not displayed, but their locations and access points into the model appear to conform to their actual spatial location and therefore appear to be reasonable.



Page 31

Source: SDG report

Figure 19: Model Zone System and Sector Structure

In order to facilitate the analysis, zones are normally grouped into sectors. For the Base Model, the 1,086 zones were grouped into 18 sectors corresponding to administrative boundaries (i.e., Isle of Wight, Virginia Beach) or areas in close proximity to the Midtown and Downtown Tunnels (i.e. Norfolk North, Norfolk Downtown West, etc.). SDG’s sector structure is shown in Figure 19.

5.2.5 Network SDG adopted the network from the HRTDM using the following steps:

Convert from TP+ to SATURN buffer network, checking the accuracy of basic geometric parameters (link distances, node location, centroid connectors, etc.)

Update the 2000 network to 2010 in order to represent the highway network observed in the current modeled area. This entailed adding the infrastructure projects that have been implemented in the study area between 2000 and 2010. In addition, facilities not currently in operation (e.g., the Jordan Bridge) were removed from the network.

Review and redefine road link types. The original Hampton Roads model network included 74 different link types. SDG added additional link types to better describe routes of importance in the Project area, including the beltway, river crossings, tunnels, and ramps associated with the Project.

Detailed review of the number of lanes on each link.

The SDG model network is shown in the following diagram:



Page 32

Source: SDG model information from due diligence process and Arup analysis.

Figure 20: Model Network

In our review of the network, Arup observed that key link attributes such as free-flow speed and link capacity are appropriately assigned, reflecting the number of lanes and adequately approximating current speed limits. These elements are also symmetrical in either direction, and we are satisfied with the result of this review. Details of the capacity and speed attribute review for MTT/DTT and the surrounding area are shown in the following diagrams.

MTT’s maximum capacity is set at 1,700 vehicles per hour in each direction, which is an accepted value for a road with one lane in each direction. DTT’s maximum capacity doubles that of the MTT, as it has two lanes of traffic in each direction. Also, capacity on the tunnels’ highway feeder links is greater, with capacities around 2,200 vehicles/hour/lane, which is considered adequate given their higher speed limit.



Page 33


Figure 21: Review of Link Capacity in SDG Model


Figure 22: Review of Link Speed in SDG Model



Page 34

Free flow speeds must be in line with current roadway network speed limits. As the model plot above shows, SDG models free flow speeds in the tunnels as 80kph, which corresponds to 50mph. This is considered appropriate.

Based on Arup’s review of SDG’s updated 2010 network, it largely replicates the existing network, in our opinion. The HRTDM explicitly modeled the existing High-Occupancy Vehicle (HOV) lanes in the area. However, this was not possible using buffer networks in SATURN. To overcome this, HOV lanes were represented by adding additional capacity to the adjacent links, an approach which is considered appropriate for this study since none of the HOV lanes are within the Project’s area of influence. In addition, as noted during Arup’s site visit in June 2011, HOV lanes are not widely used within the study area and non-HOVs are provided access during most of the day. Therefore, we are satisfied that removing the assumption of having HOV lanes in the model should not have an impact on the traffic forecasts.

5.2.6 Route Choice Model Parameters Traffic distribution and assignment in the model are based on route choice simulation. Generalized Costs of routes in the model are calculated as a function of time and distance. Generalized Costs include the implicit and explicit cost of traveling on a particular route during a particular time of day, and include any out-of-pocket tolls, vehicle operating costs (expressed as a per mile dollar cost implicit in distance travel), and implicit occupant value of time spent in vehicle (a product of the time spent, in hours, and the occupants’ value of time in dollars per hour). Individuals rationally take particular routes or travel at particular times of day depending on lower generalized costs of travel for that route or travel time compared to reasonable alternatives.

The model routing is principally influenced by simulated congestion in the network and the network properties; this is represented in the model through speed-flow relationships for different road types (corresponding to link types in the model).

The base-year route choice calibration in the Project study area is a key variable for the accurate prediction of traffic in the Project facilities.

The SATURN model uses weighted generalized costs – a weighted combination of cost and distance, with different values for light and heavy vehicles. Tolls are also part of the generalized cost, although under existing conditions, there are no tolls in the modeled area. The cost of every possible journey is derived from the speed-flow curves for each link on the network. These curves adjust the speed downward from the free-flow speed on the links according to traffic conditions.

The original HRTDM could not be used as it was a 24-hour model and therefore its curves would not allow traffic conditions and congestion to be modeled in a peak/off-peak hour model. Therefore, new speed-flow curves were defined based on the standard SATURN curves. These were derived for each link type, modeling the transition from free-flow speed and speed at capacity. These were



Page 35

then translated into delays for the different journeys. The chart in Figure 23 shows the speed-flow curves used in the model.

Source: SDG report

Figure 23: Speed flow curves in SDG model

This shows that the curve parameters SDG selected for the main road types in the study are reasonable and commonly used for SATURN buffer-only networks. The parameters of these curves are normally modified during the calibration process to accurately reflect observed traffic counts and journey time in key corridors.

In order to check the route choice calibration in the study area of the Project, Arup conducted select link analyses at several locations on the Project facilities in the 2010 Base Year model. The following figures show the distribution of trips within the area of influence of the Project facilities in the PM peak of the 2010 Base Year model.

The plots show the routing of trips approaching the MTT and DTT from both directions. As expected, most of the traffic operates as follows:

MTT primarily serves the north sector movements to/from the Hampton area and Newport News and the north part of Suffolk, Portsmouth and Norfolk;

DTT is used more by the drivers on I-264 and in particular by users in the south of the study area such as Suffolk, Chesapeake and Virginia Beach.

The routing shown in the select links appears reasonable, with few trips to/from the sectors in the north for MTT and few trips to/from the sectors in the south for DTT. Similar patterns and results were verified during the model audit during the site meetings on June 20-21, 2011.

0

20

40

60

80

100

120

0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1.0 1.1 1.2 1.3

Spee

d(in

Km/hr)

Flow/Capacity Ratio

Beltway Interstate/Freeway MTT/DTT River Crossing Principal Arterials Ramps

Link Type Description

Free-Flow Speed (km/h)

Speed at Capacity (km/h)

Capacity per lane (veh/hr)

Speed-Flow

Power (N)

MTT 80 50 1700 5.0

DTT 80 50 1700 5.0

Centroid connectors 40 25 n/a n/a

Interstates/

Freeways

80 - 93 35 -40 1820 - 2200 4.0 –5.0

Principal arterials 42 - 82 20 - 30 780 - 1250 1.5 – 3.5

Minor arterials 42 - 50 25 - 15 715 - 765 2.0 - 2.2

Collectors 43 - 58 15 480 - 720 1.5 – 1.7

River crossing 35 - 55 10 1250 - 2200 1.0 – 3.0

Beltway 98 50 - 60 1820 – 2200 + half HOV

7.0

Ramps 80 40 1667 - 1800 2.0



Page 36

Source: SDG report

Figure 24: MTT Select Link Analysis – PM Peak

Source: SDG report

Figure 25: DTT Select Link Analysis – PM Peak



Page 37

5.2.7 Other Model Parameters Other key parameters were considered in the base model to calculate generalized costs. These are briefly described in the following subsections.

5.2.7.1 Value of Time Value of time (VOT) is used to convert travel time into a numerical cost unit and is usually estimated using information gathered through stated preference surveys. SDG included questions to target this in their survey, which is described in detail in Chapter 3.

SDG’s average VOT for light vehicles was estimated at $9.99 per hour. Research indicates VOT for work trips is equal to 50% of average hourly wage rates for the relevant travel market (Small, 1992 & 1999; and Walters, 1992). Values of time can be higher for urgent trips, for when arrival times at destinations are more critical, and lower for discretionary or recreational trips.SDG used the most recent information from the Bureau of Labor Statistics (2010), which indicates the average hourly wage rate for the Virginia Beach-Norfolk-Newport News area at $18.80 per hour. 50% of the model area wage rate is $9.90, which compares well with the SDG estimation of $9.99 per hour. However this value is lower than other examples found in other nationwide studies, as shown in Table 3.

Table 3: Value of Time for Light Vehicles in the US and Study Area Location VOT Comment California $13-$14 This 1997 VOT increased to $13-

$16 by 1999 San Diego $16 The route passes through a

relatively affluent population. Additional research evaluating morning commuter traffic suggests this may increase to $30

State of Washington $12 This 2002 base value was assumed in a recent study in which the VOT includes weekend tolling

State of Oregon $15 2003 value, as adopted by the Oregon Dept of Transportation

Virginia Beach-Norfolk-Newport News area

$9.99 SDG Report

50% National US wage rate $11 SDG Report Source: Arup

Arup’s review indicates that the assumed VOT, though on the lower end of the range, is reasonably sufficient and, more to the point, should not have a significant impact on the traffic forecast. The primary justifications for this are as follows:



Page 38

$9.99 per hour is the average VOT/hour. However, SDG defined ten different user classes in their model, which corresponded to different household incomes. Therefore, there are ten different trip (origin/destination) matrices for the different values of time identified in the stated preference analysis, ranging from $3.30 to $17.31 per hour.

SDG conducted a sensitivity test to assess the impact of changes of ±10% in the VOT/hour. The results demonstrated that the model is not very sensitive to changes in VOT. This appears to corroborate the high level of roadway network congestion, particularly in and around the Project facilities.

SDG estimated the average value of time for heavy vehicles as $34.22 per hour, adapting a number of truck VOT references to 2010 levels by adjusting for inflation. This value and the method by which SDG obtained it are considered appropriate for the purpose of this study.

5.2.7.2 Operating Costs Vehicle operating costs are another model parameter that helps to estimate and build up generalized travel costs. The values used in the base model are $0.10/km and $0.33/km for light and heavy vehicles, respectively. According to the American Automobile Association, average 2009 vehicle operating costs for US light vehicles are $0.096/km. In addition, truck operating costs are normally around 3-4x the light-vehicle rate. Although the heavy-vehicle operating costs are on the lower side of the reference value, these values compare well with other studies and therefore Arup considers them appropriate for this study.

5.2.7.3 Motorway Bonus As motorways are of a higher standard than the surrounding urban road network, a bonus can be assigned to represent users’ perceived value of travelling a superior road, compared to lower quality alternatives. This value can include real and perceived safety benefits, lower levels of congestion, reliability benefits, and easier navigation for drivers. A motorway bonus has been included in all the motorway links of the road network. For this Project in particular, the addition of the MLK Extension creates a highway where there is currently none. Therefore, a motorway bonus was also considered for this section of the Project.

There are different ways to account for a motorway bonus in the model. For the base year model, a penalty was applied to non-motorway routes, reducing the value of time applied to motorway routes. This is easily achieved with SATURN by adjusting the value of time used to convert travel time to costs. For the base model, it was assumed that motorway users value their time 20% more than non-motorway users (i.e., the value of time used to convert travel time into cost for motorway users is 80% of the overall value of time). This value and approach is considered appropriate.



Page 39

5.2.8 Trip Tables As outlined above, the SDG model was developed using the HRTDM model (2000) for light vehicles and the HRTPO Truck Model (2008) for heavy goods vehicles. The original 24-hour matrices were converted to one-hour matrices for the peak and off-peak periods. This process is relatively straightforward and was implemented appropriately, in our opinion.

Trip tables describe origins and destinations to/from every zone in the modeled area. As trip patterns have likely changed since the original models in 2000 and 2008, demand distribution for users of the Project facilities were updated. This consisted of removing the original trip distribution for the Project facilities in the matrices and replacing them with observed data derived from the OD, behavioral survey, and the corridor-usage cordon survey. This process ensures that the study area is adequately modeled. However, it would have been desirable to extend this process to the other Elizabeth River crossings for consistency.

As mentioned previously, the light vehicle trip table is segmented into 10 different user classes according to VOT and trip purpose, as shown in Table 4. There are ten different trip matrices for light vehicles, which are assigned to the model together with the heavy vehicles matrix.

Table 4: User Classes and VOT Segmentation Userclass Definition Value of time ($/hour)

1 Income under $25,000 3.30 2 Income $25,000 - $74,999 commute 9.42 3 Income $25,000 - $74,999 home-based-other 8.48

4 Income $25,000 - $74,999 non-home-based-other 10.45

5 Income $75,000 - $149,999 commute 10.40

6 Income $75,000 - $149,999; home-based other 9.09

7 Income $75,000 - $149,999; home-based business 13.85

8 Income $75,000 - $149,999; non-home-based other 11.21

9 Income above $150,000 commute 13.56 10 Income above $150,000 other 17.31 11 Heavy Vehicles 34.22

Source: SDG report

5.2.9 Microsimulation Both the MTT and DTT currently show high levels of congestion during the peak periods with long queues at the entrances. This is caused primarily by the bottleneck



Page 40

at the entrance to both tunnels as multiple lanes and roads merge near the tunnel portals.

Although a conventional modeling approach would be able to represent existing traffic conditions, SDG opted to build an additional microsimulation model to complement the SATURN model. A microsimulation model is a much more detailed tool by which vehicles are individually modeled and the actual behavior of drivers is simulated. The combination of SATURN and a detailed microsimulation model of specific areas in the network is a common practice in projects where it is critical to evaluate congestion and optimize time savings at new intersections and toll plazas. For this Project, it was critical to build a detailed model of the existing situation at the tunnel entrances.

The microsimulation model was built using VISSIM, and like the SATURN model, it was structured for the PM peak period from 3:30pm to 5:30pm. The extra hour allows for development of traffic queues, so that the network correctly represents the peak hour from 4:30pm – 5:30pm. The microsimulation area is shown in Figure 26 and covers all Project facilities. An initial OD matrix was extracted from the SATURN model, which was later adjusted to make use of traffic counts and timings for key intersections in the area.

The microsimulation model also requires detailed input for road and intersection geometry and vehicles’ behavior at those intersections. This data was gathered from site visits during the course of the study.

The combination of SATURN with a detailed microsimulation model to iteratively model delays, queues, and time savings for the forecast year was very appropriate for this study.



Page 41

Source: SDG report

Figure 26: Detail of the Microsimulation Area

5.2.10 Base Year Model Calibration and Validation Arup’s calibration and validation review focused on how well the modeled traffic flows and journey times compare against observed counts and journey times.

5.2.10.1 Link Volumes The UK Department for Transport’s Design Manual for Roads and Bridges (DMRB) contains “assignment validation acceptability guidelines” for highway traffic modeling which are applicable to this Project and used worldwide. Criteria and acceptability guidelines are defined below. These guidelines outline the GEH statistic, a form of the chi-squared test used to assess the goodness of fit between observed and modeled flows.

As explained in the SATURN manual, the reason for introducing the GEH statistic is the inability to compare large link flow differences across different ranges. For example, an absolute difference of 100 vehicles/hour may be a large variation if the flows are around 100 vehicles/hour, but it would be acceptable for flows of several thousand vehicles/hour. Similarly, a 10% error in considering



Page 42

100 vehicles/hour would not be significant, whereas a 10% error in 3000 vehicles/hour might result in the construction of an extra lane.

The DMRB guidelines are summarized in Table 5. SDG’s calibration and validation results are outlined in Table 6.

Table 5: Link Traffic Volume Calibration Guidelines

Criterion Acceptability Guideline

Assigned hourly flows compared with observed flows

Individual flows within 15% for flows 700 – 2700 vehicles per hour (vph)

>85% of cases Individual flows within 100 vph for flows <700 vph

Individual flows within 400 vph for flows >2700 vph

Screenline flows

Total screenline flows to be within 5% All or nearly all screenlines

GEH statistic

Individual flows: GEH < 5 >85% of cases

Screenline totals: GEH < 4 All or nearly all screenlines

Source: DMRB. Volume 12 Section 2

5.0)__()__( 2

observedflowsimulatedflowobservedflowsimulatedflowGEH



Page 43

Table 6: SDG Model Link Volume Calibration Model Acceptability Criteria PM peak Off-peak Individual flows within 15% for flows 700 – 2700 vph 100% 75%

Individual flows within 100 vph for flows <700 vph 86% 83%

Individual flows within 400 vph for flows >2700 vph 92% 100%

Total screenline flows to be within 5% 12/14 12/14

Screenline totals GEH < 4 13/14 12/14

LV HV Total LV HV Total

Individual flows GEH < 5 87% 98% 85% 91% 89% 87%

Source: SDG and ARUP analysis

The SDG model meets all the link volume calibration criteria in the PM peak hour and almost all the criteria in the off-peak hour. However, the unmet criteria are sufficiently close to the recommended guidelines to conclude that the SDG model is overall adequately validated.

In addition, during the due diligence process, we reviewed additional validation criteria that are internal requirements for Macquarie projects, as follows:

No links with GEH>12;

At least 95% of all links with GEH>10.

The model also meets these additional validation criteria, which emphasizes the quality of the validation.

5.2.10.2 Journey Time To verify the performance of the model in terms of speeds and point-to-point times, the journey-time surveys conducted for this Project were compared against the corresponding modeled times in the Base Year model. As for link traffic volumes, the DMRB’s journey-time validation criteria recommend that all modeled journey times should be within 15% of the observed timings.

During Arup’s review, we discovered that the SDG model added time penalties in some areas to reflect congestion and avoid trip rerouting that was not adequately modeled by the speed-flow curves. In particular, penalties were added to the ramps leading to the MTT and DTT, the Jordan Bridge and the Hampton Roads Bridge Tunnel. Arup sought clarification on this during our review, and SDG derived the model penalties as shown in Table 7.

Details of the actual time penalties placed on network links in the tunnels’ influence area are shown in Figure 27.



Page 44


Figure 27: Detail of Time Penalties (in seconds) in the MTT/DTT Area

Table 7: SDG Clarification on Time Penalties Location SDG Clarification on Time Penalties in the Network Midtown Tunnel Penalties derived directly from the microsimulation /travel time

surveys Downtown Tunnel area

Penalties estimated based on the journey time surveys and SDG site visit observations – the penalties were added to those links where we observed queues and stop & go traffic which we were unable to replicate using a buffer network. The penalties reflect the difference between the observed delay and that replicated by the model

Hampton Roads Bridge Tunnel

Penalties were included to force some trips between downtown Norfolk and Hampton / Newport to use the I-664 / MTT instead of the HRBT (as observed in our OD/SP survey). Analysis of the survey responses suggested that drivers perceive the HRBT as unreliable. Furthermore the HRBT’s confined space forces drivers to slow down (similar to MTT). Given this similarity, we adopted the penalty values derived for the MTT as a starting point but found that we needed to increase the penalty in the southbound direction to ensure we replicated the observed traffic patterns well

Jordan Bridge Based on our site visit observations the Jordan Bridge penalties reflect the nature of the road network surrounding the bridge, in particular the difficulty of finding and accessing this facility as well as the poor connections with the wider network. We adopted similar penalty values as those derived for London Boulevard in Portsmouth


Time penalties PM Peak Time penalties PM Peak



Page 45

The results of the journey time validation included in the SDG report are as follows:

16 out of 22 journey times (73%) in the off-peak model are within +/-15% of the observed values. This falls just short of the acceptability criteria of 85%. However, 20 out of 22 (91%) are within +/-25% of the observed values.

22 out of 26 journey times (85%) in the PM peak model are within +/-15% of the observed values, achieving the acceptability criteria of 85%. Additionally 25 out of 26 (96%) are within +/-25% of the observed values.

After the time penalties were added to the network, the peak and off-peak models are, in our opinion, calibrated reasonably.

In our view, the time penalties are critical for validating the model. It would be more desirable if the model were able to provide journey-time data directly, instead of adding time penalties. However, the method that SDG applied to overcome this is generally acceptable.

In addition, Arup believes that some of the time penalties are somewhat subjective. However, it is possible to estimate them using the microsimulation model, as the penalties imposed in some links could be considered network calibration parameters. We have verified that most of the time penalties are restricted to future-year networks, which would confirm this approach.

In conclusion, with respect to the quality of the traffic flow validation, the journey time validation is considered appropriate for this study.

5.2.10.3 Total Number of Trips by O/D pairing Arup has based its review of the trip tables (which provides the origin and destination details of all modeled trips) by verifying the following:

The overall change in number of trips from the original Hampton Roads models’ matrix and the SDG matrix is reasonable;

Any identified growth does not occur only in a small proportion of the trips without a clear justification.

In the SDG report, a detailed comparison of the number of trips was provided in both the PM peak and off-peak trip tables and for the Hampton Roads and the SDG models. As previously indicated, the Hampton Roads model is a 24-hour model, so the comparison is between an estimation of the peak/off-peak hourly matrices. The relationship between the overall number of trips and the assigned MTT and DTT flows and screenlines is shown in Table 8.



Page 46

Table 8: Comparison of Number of Trips

HR Model SDG Model Difference(%)

OP Matrix HRTPOmodel

292,011 274,510 -6%PM Matrix 394,931 391,299 -1%OP MTT Tunnel Matrix

Observed

2035 1997 -2%PM MTT Tunnel Matrix 3005 3087 +3% OP DTT Tunnel Matrix 5244 5211 -1%PM DTT Tunnel Matrix 6652 6534 -2%OP MTT/DTT Screenline Matrix 7279 7207 -1%PM MTT/DTT Screenline Matrix 9657 9621 0%


Overall the trip totals are reasonable and show minor reductions that may simply reflect the change in trips due to economic variations between 2000 and 2010. The extracted number of trips for MTT and DTT also compare well with the observed flows.

Although the change in the overall number of trips is not significant, we nevertheless evaluated where those changes took place. We have performed this analysis in the compressed (sector) matrices, as shown in Table 9.



Page 47

Table 9: Comparison of PM Peak Sector Trips


*Heading row indicates origins and heading column indicates destinations. Origins and destinations are numbered 1-18, definitions in text below.

From the total reduction of 3,632 trips, 28% are internal trips within Sector 18 (Newport News-Hampton), and those trips would not be expected to use the river crossings. The opposite happens in Sector 15 (Virginia Beach), as there is an increase of 1,486 internal trips. The changes in trips between Sectors 10 (Norfolk North) and Sectors 11-12 are generally counterbalanced: there is an increase in trips originating in Sector 10 and destined for Sector 11 (Norfolk North-East), while there is a corresponding drop in trips originating in Sector 10 and destined for Sector 12 (Norfolk Downtown West). Finally, the changes in trips from Sector 16 (Chesapeake North-East) to Sector 14 (Norfolk East) and from Sector 15 (Virginia Beach) to Sector 11 (Norfolk North-East) are not very significant and would not be expected to use the Project facilities.

Original Matrix (24 hour VDOT factored down to the PM peak hour)-Calibrated 2010 Matrix1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Totals

1 -89 93 -4 -10 -7 21 7 -6 -10 -13 -11 12 -6 -8 -135 -29 -2 -90 -2902 91 620 3 19 174 145 240 -26 -33 32 25 89 0 -12 9 -71 13 243 15613 16 40 -8 14 149 186 312 -3 40 -39 9 3 -16 -6 -19 -27 -61 39 6284 -11 -15 -11 -244 -79 -31 -10 -13 -48 -39 -34 13 14 -33 -267 127 218 -62 -5265 5 232 -18 93 103 11 327 -53 -55 -22 -31 -11 -11 -7 90 -49 -63 28 5696 -2 -9 -73 -5 30 -24 -22 -24 -11 -44 -76 -68 -45 -27 -54 -102 -114 -13 -6827 -1 103 -118 182 314 -83 -116 -14 -33 -37 -120 -92 -52 -27 204 -331 -423 14 -6328 -2 -1 -2 3 -21 -10 -25 -3 -5 -14 -12 -6 -3 1 -6 73 69 -35 19 1 10 -6 58 -16 -6 -11 14 -7 2 0 5 5 9 117 265 342 7 789

10 -23 8 -182 -75 -201 -101 -227 -44 -59 -441 584 -810 -60 -1 -512 -254 -608 123 -288411 -12 -35 -47 30 -41 -36 -35 -38 -10 -68 -78 284 301 -145 -726 71 -573 21 -113712 1 -43 -121 44 -97 -77 -183 -33 -46 117 88 230 25 187 -478 -136 -247 -10 -77913 -9 -135 -163 -17 -189 -121 -238 -8 -48 195 208 363 387 459 -485 -35 -332 10 -15714 -22 -65 -58 -41 -66 -38 -42 -52 -41 -11 -326 374 377 184 -560 364 -581 -23 -62915 -158 -212 -165 -251 -47 -22 384 -210 -89 -286 -864 202 225 172 1486 -74 -1391 -398 -169816 -37 -130 -117 105 -194 -59 -114 -1 142 102 115 286 213 728 292 910 432 -62 261217 10 -60 -120 307 -215 -56 -123 13 173 -64 -332 43 2 -11 -439 549 492 -195 -2418 163 117 -96 -97 -86 52 -10 -59 -63 87 378 98 17 23 268 -105 -35 -1004 -355

Totals -77 519 -1306 116 -491 -251 113 -562 -204 -544 -478 1017 1372 1486 -1214 1144 -2864 -1408 -3632

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Totals1 2% -3% 0% 0% 0% -1% 0% 0% 0% 0% 0% 0% 0% 0% 4% 1% 0% 2% 8,0%2 -3% -17% 0% -1% -5% -4% -7% 1% 1% -1% -1% -2% 0% 0% 0% 2% 0% -7% -43,0%3 0% -1% 0% 0% -4% -5% -9% 0% -1% 1% 0% 0% 0% 0% 1% 1% 2% -1% -17,3%4 0% 0% 0% 7% 2% 1% 0% 0% 1% 1% 1% 0% 0% 1% 7% -3% -6% 2% 14,5%5 0% -6% 0% -3% -3% 0% -9% 1% 2% 1% 1% 0% 0% 0% -2% 1% 2% -1% -15,7%6 0% 0% 2% 0% -1% 1% 1% 1% 0% 1% 2% 2% 1% 1% 1% 3% 3% 0% 18,8%7 0% -3% 3% -5% -9% 2% 3% 0% 1% 1% 3% 3% 1% 1% -6% 9% 12% 0% 17,4%8 0% 0% 0% 0% 1% 0% 1% 0% 0% 0% 0% 0% 0% 0% 0% -2% -2% 1% 0,0%9 0% 0% 0% -2% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% -3% -7% -9% 0% -21,7%

10 1% 0% 5% 2% 6% 3% 6% 1% 2% 12% -16% 22% 2% 0% 14% 7% 17% -3% 79,4%11 0% 1% 1% -1% 1% 1% 1% 1% 0% 2% 2% -8% -8% 4% 20% -2% 16% -1% 31,3%12 0% 1% 3% -1% 3% 2% 5% 1% 1% -3% -2% -6% -1% -5% 13% 4% 7% 0% 21,4%13 0% 4% 4% 0% 5% 3% 7% 0% 1% -5% -6% -10% -11% -13% 13% 1% 9% 0% 4,3%14 1% 2% 2% 1% 2% 1% 1% 1% 1% 0% 9% -10% -10% -5% 15% -10% 16% 1% 17,3%15 4% 6% 5% 7% 1% 1% -11% 6% 2% 8% 24% -6% -6% -5% -41% 2% 38% 11% 46,8%16 1% 4% 3% -3% 5% 2% 3% 0% -4% -3% -3% -8% -6% -20% -8% -25% -12% 2% -71,9%17 0% 2% 3% -8% 6% 2% 3% 0% -5% 2% 9% -1% 0% 0% 12% -15% -14% 5% 0,7%18 -4% -3% 3% 3% 2% -1% 0% 2% 2% -2% -10% -3% 0% -1% -7% 3% 1% 28% 9,8%

Totals 2% -14% 36% -3% 14% 7% -3% 15% 6% 15% 13% -28% -38% -41% 33% -32% 79% 39% 100,0%



Page 48

Table 10: Comparison of Off-Peak Sector Trips


In the off-peak, there is a total reduction of 17,102 trips, as shown in Table 10. Of these trips, 25% are internal trips within Sector 18 (Newport News-Hampton), which would not be expected to use the Elizabeth River crossings. In addition, the change in trips from Sector 15 (Virginia Beach) to Sector 11 (Norfolk North-East) is not very significant and also would not be expected to use the Project facilities.

Comparing the overall trips in terms of their origins and destinations (rows and columns of the table) indicates that the differences are minimal, as shown in the following Figure 28. Therefore, we are satisfied that there are no abnormal changes in the structure of the modeled trips for the PM peak and off-peak periods.

Original Matrix (24 hour VDOT factored down to the PM peak hour)-Calibrated 2010 Matrix1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Totals

1 -177 19 -4 -21 -2 5 0 -3 -2 1 -13 12 -18 -11 -127 -24 -4 -93 -4622 23 38 -29 -40 96 52 100 -8 -6 24 -13 75 -14 -16 -111 -46 -7 -92 273 -2 -21 -15 -19 62 69 123 0 14 -84 -21 -3 -52 -16 -114 -36 -65 -120 -3014 -21 -37 -18 -485 -27 -34 -50 -15 -6 -84 -40 17 -20 -40 -467 45 48 -344 -15765 0 101 43 -53 19 17 51 -31 -30 -51 -20 -2 -33 -17 1 -66 -48 -86 -2046 1 41 46 -37 24 -27 -43 -7 -4 -47 -35 -52 -47 -24 -22 -55 -69 -56 -4147 -6 82 76 -57 67 -81 -253 -30 -29 -52 -54 -7 -44 -11 280 -105 -162 -96 -4828 -1 -4 1 -17 -26 -7 -28 -22 -5 -29 -30 -19 -31 -15 -82 42 38 -67 -3029 0 2 11 -10 -22 -5 -29 -5 -14 -13 -23 -5 -12 -13 -42 97 102 -33 -13

10 -4 13 -75 -89 -55 -36 -68 -29 -15 -665 123 -70 53 1 -414 -6 -157 134 -135711 -12 -16 -20 -36 -19 -32 -54 -27 -21 -75 -156 207 194 -101 -769 -26 -322 356 -92812 10 64 -5 17 -6 -51 -15 -21 -13 -230 73 188 7 157 -194 -47 -65 26 -10713 -18 -17 -47 -17 -33 -43 -45 -32 -14 -26 30 152 65 305 -212 -39 -79 49 -2114 -11 -17 -13 -37 -16 -20 -10 -24 -13 -57 -188 221 279 190 -365 328 -197 37 8815 -124 -109 -99 -455 10 -3 292 -102 -46 -685 -1201 -115 -235 82 -174 -293 -754 -292 -430416 -26 -49 -34 32 -73 -52 -108 7 21 -38 -80 59 -8 534 -197 241 201 -58 37417 1 -6 -68 10 -60 -65 -185 5 50 -181 -374 -14 -90 -120 -769 224 173 -254 -172318 -198 -123 -118 -390 -102 -37 -92 -84 -43 83 228 44 58 46 -126 -18 -263 -4264 -5397

Totals -566 -38 -367 -1706 -163 -349 -415 -429 -175 -2206 -1794 688 52 931 -3903 217 -1630 -5252 -17102

Difference (%)1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Totals

1 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 0% 0% 1% 2,7%2 0% 0% 0% 0% -1% 0% -1% 0% 0% 0% 0% 0% 0% 0% 1% 0% 0% 1% -0,2%3 0% 0% 0% 0% 0% 0% -1% 0% 0% 0% 0% 0% 0% 0% 1% 0% 0% 1% 1,8%4 0% 0% 0% 3% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 3% 0% 0% 2% 9,2%5 0% -1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 1,2%6 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 2,4%7 0% 0% 0% 0% 0% 0% 1% 0% 0% 0% 0% 0% 0% 0% -2% 1% 1% 1% 2,8%8 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1,8%9 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% -1% -1% 0% 0,1%

10 0% 0% 0% 1% 0% 0% 0% 0% 0% 4% -1% 0% 0% 0% 2% 0% 1% -1% 7,9%11 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% -1% -1% 1% 4% 0% 2% -2% 5,4%12 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 0% -1% 0% -1% 1% 0% 0% 0% 0,6%13 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% -1% 0% -2% 1% 0% 0% 0% 0,1%14 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% -1% -2% -1% 2% -2% 1% 0% -0,5%15 1% 1% 1% 3% 0% 0% -2% 1% 0% 4% 7% 1% 1% 0% 1% 2% 4% 2% 25,2%16 0% 0% 0% 0% 0% 0% 1% 0% 0% 0% 0% 0% 0% -3% 1% -1% -1% 0% -2,2%17 0% 0% 0% 0% 0% 0% 1% 0% 0% 1% 2% 0% 1% 1% 4% -1% -1% 1% 10,1%18 1% 1% 1% 2% 1% 0% 1% 0% 0% 0% -1% 0% 0% 0% 1% 0% 2% 25% 31,6%

Totals 3% 0% 2% 10% 1% 2% 2% 3% 1% 13% 10% -4% 0% -5% 23% -1% 10% 31% 100,0%



Page 49

Source: SDG report.

Figure 28: Comparison of Trip Totals for Origin and Destination

5.2.10.4 Trip Length Distribution Analyzing trip length distribution is important for verifying the following matrix estimation. It provides additional insight into the shape of the matrix, both pre- and post-estimation, and assists in identifying whether the matrix shape has changed after the estimation process.

A comparison of the distribution of trip lengths in the overall trips between the original Hampton Roads model and the calibrated SDG model is shown in Figure 29 below.


Figure 29: Comparison of Trip Length Distribution

Production Origin

20.000

40.000

60.000

80.000

100.000

120.000

140.000

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Trips

Sector

VDOT Model SDGModel

Attraction Destination

20.000

40.000

60.000

80.000

100.000

120.000

140.000

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Trips

Sector

VDOTModel SDG Model

Production Origin

20.000

40.000

60.000

80.000

100.000

120.000

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Trips

Sector

VDOTModel SDG Model

Attraction Destination

20.000

40.000

60.000

80.000

100.000

120.000

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Trips

Sector

VDOTModel SDG Model

PM Peak PM Peak

Off Peak Off Peak

0%

5%

10%

15%

20%

25%

30%

35%

40%

5 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 105

Prop

ortio

noftrips

TripDistance (kms)V.model Calibrated 2010

0%

5%

10%

15%

20%

25%

30%

35%

40%

5 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 105

Prop

ortio

noftrips

TripDistance (kms)V.model Calibrated 2010

PM Peak Off Peak



Page 50

The trip length comparison conducted on the matrices from the 24-hour Hampton Roads model (factored down to the PM peak hour) and the SDG Base Year model matrices from this study are very satisfactory. It is evident that the percentages of movements for most distances have remained constant during the estimation process. However, an increase was noted in the number of trips in the 10-15km category and a corresponding reduction in the 20-30km categories in all time periods. The impact of this difference on the results of the tunnels’ traffic forecast would be negligible, and as SDG pointed out, this could result from SDG’s having updated the observed trips in MTT and DTT to 2010 conditions.

5.3 SummarySDG has developed a traffic model for the for the Project facilities based on an existing model supplied by VDOT. The Base Year model was developed using SATURN software. The model covers the cities of Portsmouth, Norfolk, Virginia Beach, Chesapeake, and Suffolk, as well as Hampton, Newport News, and Williamsburg on the Virginia peninsula. The study area and Project facilities are located in the middle of the model network.

The HRTDM model represents traffic volumes and trip patterns in 2000, and the HRTPO Truck Model represents heavy vehicle volumes and patterns from 2008. SDG updated the model for 2010 by using current trip pattern data, traffic counts, and journey time data. SDG also modified it from a 24-hour model to a peak-hour model, which is more relevant for the needs of this Project.

Our conclusions on SDG’s forecasting methodology are as follows:

The traffic model simulates two time periods – a PM peak and an off-peak. SDG developed factors from observed data to produce forecasts for AADT from the two modeled time periods. These factors were compared with our own calculation and appear reasonable.

The traffic model includes both light and heavy vehicles, as these will be tolled differently. This is an accepted modeling approach for this type of scheme. In addition, the light-vehicle trips are segmented into 10 different user classes according to VOT. SDG estimated the VOT using stated preference analysis. Though the VOT is somewhat lower than other examples nationwide, this difference is minimal, and we are satisfied that this should not have a significant impact on SDG’s traffic forecast.

The modeled network and zone system were audited and appear to be reasonable and to accurately represent the study area in 2010.

Although a conventional modeling approach could represent existing traffic conditions, SDG also built a microsimulation model to complement the SATURN model. The combination of a strategic model with a detailed microsimulation model, used iteratively to model delays, queues, and time savings (for the forecast year) was deemed very appropriate for this study.



Page 51

The model appears to validate well with regard to traffic flows in 2010. There is no systematic under- or over-estimation of trips.

SDG used time penalties in some areas to reflect congestion and avoid trip rerouting to more accurately reflect local speeds and journey times where deviations existed with the existing speed-flow curves.

Therefore, in terms of traffic volumes and journey times, Arup considers that the model represents traffic conditions in the base year adequately, and therefore provides a robust basis for developing a traffic forecast for the Project facilities.



Page 52

6 Sponsor’s Base Traffic Forecast

6.1 OverviewThis chapter reviews the traffic forecasts produced by SDG for the following years:

2012: Implementation of tolls on the MTT and DTT

2015/2016: Estimated opening year of the MTT (Because the model was developed and calibrated before the signing of the Comprehensive Agree-ment in December 2011, the discussions on link analysis and work related to the model setup refer to 2015 as the estimated MTT opening year. The official SDG forecasts presented at the end of the chapter reflect updated model results, i.e. adjusted to reflect 2016 as the opening year. This minor discrepancy in the opening year will have only a negligible effect on the forecast results.)

2026: Medium-term model year

2034: Long-term model year

These future forecasts were developed using the Base Model (2010), as outlined in Chapter 5. The growth forecasting methodology adopted by SDG is outlined below, together with the output traffic forecasts. For the non-modeled years, the forecasts were interpolated and extrapolated, which are processes that Arup considers appropriate to develop non-model year forecasts.

6.2 Forecast Traffic Networks The 2012 network is the same as 2010, except that tolls are introduced on the Project facilities in the generalized cost calculation. The greenfield facilities – the second Midtown tunnel and MLK extension – were reflected in the 2015, 2026 and 2034 model years using the same link types as shown in the Base Year, but with capacity increases.

Although the SATURN buffer network does not allow lane usage to be optimized, SDG made adjustments in the model network at the MTT entrance based on the VISSIM microsimulation model. The latter was also updated to 2015 traffic conditions. The main adjustment to the network focused on time penalties, with the VISSIM model analysis enabling SDG to remove the time penalties at the eastern entrance of the MTT.

Arup opines this adjustment is reasonable, as the MTT is a bottleneck in the existing network. This Project opens up that constriction and increases capacity at the tunnel portals, reducing the congestion caused by the current merge. The time penalty adjustment in the future network is shown in Figure 30.



Page 53


Figure 30: Time Penalty Adjustment in the Future Network

A wide range of highway projects was incorporated into the Sponsor’s future-year networks. These were taken from the HRTPO’s 2030 Long Range Transportation Plan and the projects identified in the future network of the existing HRTPO models that were used as the base for the SDG model.

Some of these future projects have been put on hold or removed from regional transportation plans, due to changing priorities and available funding. The SDG report includes an extensive list of the projects that were included in each future-year scenario. However, as shown below in Figure 31, these projects would minimally impact the future traffic forecasts in the Project area as the majority are well outside the catchment area.


Figure 31: Planned Infrastructure Schemes Included in SDG’s Future Networks

Time penalties PM Peak 2010 Time penalties PM Peak 2015

DTT

MTT

Jordan Bridge

MLK



Page 54

As shown in the previous figure, only MTT, DTT, the MLK extension, and the Jordan Bridge in the future network are relevant to this Project. As noted in Chapter 2, the Jordan Bridge is expected to re-open in 2012 as a toll bridge and is a possible competing route for this Project’s traffic.

Other key projects that may affect traffic and revenue forecasts were not included by SDG in the future networks. These projects include:

Patriots Crossing/Third Crossing (new)

Hampton Roads Bridge Tunnel (widening existing facility)

I-64 and High Rise Bridge (widening existing facility)

SDG assessed the impacts of these projects through sensitivity tests, which are described in Chapter 7. However, the impacts of these facilities on this Project’s traffic and revenue were analyzed on an individual basis and only for one model year. For the Lenders’ or Investors’ due diligence, Arup felt this approach was not sufficiently comprehensive and chose to include these competing projects as variants to the base and downside cases, as described in Chapter 8.

However, it should be noted that the construction and/or widening of key projects listed in the bullet points above would constitute a compensation event as defined in the Concession Agreement, resulting in the concessionaire being made whole for the lost revenue for the remainder of the concession term.

Figure 32 provides a select link analysis of MTT trips for both 2012 and 2015, which show the distribution and magnitude of trips for the Project in the PM peak in 2012, when tolls are added, and in 2015, when the second MTT tunnel is expected to open. The results show that there will be a mixture of local and through traffic and that the westbound movement will attract more traffic.

Analyzing different assignment paths between key origins and destinations indicates whether the model assigns trips accurately based on the O/D and VOT of each user. At equilibrium, the model assigns traffic to journeys with an identical generalized cost: that is, users do not realize any gains by selecting a different path in the model.

Short-distance forecasts between zones in the Project facilities’ catchment area are shown in Figure 33 for the PM peak and in Figure 34 for the off-peak. These figures indicate that the model behaves logically:

In the off-peak, when there is less congestion, the model assigns all trips between the selected two zones through the DTT, in both directions and for both the high and low VOT.

In the PM peak, when the area is more congested, the DTT provides the best option for most eastbound trips, while the MTT provides the only option for westbound trips. MTT also provides an attractive alternative for eastbound users with a high VOT.



Page 55


Figure 32: MTT Select Link in 2012 and 2015 in Both Directions

Select Link MTT Eastbound. PM Peak 2012 Select Link MTT Eastbound. PM Peak 2015

Select Link MTT Westbound. PM Peak 2012 Select Link MTT Westbound. PM Peak 2015



Page 56


Figure 33: Short Distance Forecast for MTT and DTT Area (PM Peak Hour, 2015)

Short distance forest MTT Eastbound. PM Peak 2015. Low VoT Short distance forest MTT Eastbound. PM Peak 2015. High VoT

Short distance forest MTT Westbound. PM Peak 2015. Low VoT Short distance forest MTT Westbound. PM Peak 2015. High VoT



Page 57


Figure 34: Short Distance Forecast for MTT and DTT Area (Off-peak Hour, 2015)

Figure 35 shows the long-distance forecast between zones for North to South movements in the PM peak hour. Figure 36 and Figure 37 show the long-distance forecast between zones to the Northwest and Southwest respectively, for East to West movements during the PM Peak. Similar to the short-distance forecast, the figures indicate that the model behaves logically. Other outputs on the long distance model include the following:

For the North/South and South/North movements, traffic is shown using the Hampton Roads Bridge Tunnel in both directions, which is the most logical path. Though Figure 35 only shows PM peak hour results, we have verified that the model behaves similarly in the off-peak period.

For East/West movements, drivers with a lower VOT tend to use the untolled High Rise Bridge, while the majority of users with higher VOT use DTT. However if the O/D zone in the west is moved marginally northward (as shown in Figure 36), MTT provides the quickest alternative for the majority of the trips, and the untolled High Rise Bridge is selected by a minority of drivers.

Short distance forest MTT Eastbound. Off Peak 2015. Low VoT Short distance forest MTT Eastbound. Off Peak 2015. High VoT

Short distance forest MTT Westbound. Off Peak 2015. Low VoT Short distance forest MTT Westbound. Off Peak 2015. High VoT



Page 58


Figure 35: Long Distance Forecast with North/South Movements (PM Peak Hour, 2015)


Figure 36: Long Distance Forecast with East/West Movements to the Southwest (PM Peak Hour, 2015)

Long distance forest Northbound. PM Peak 2015. Low VoT

Long distance forest Northbound. PM Peak 2015. High VoT

Long distance forest Northbound. Off Peak 2015. Low VoT

Long distance forest Northbound. Off Peak 2015. High VoT

Long distance forest Eastbound. PM Peak 2015. Low VoT

Long distance forest MTT Eastbound. PM Peak 2015. High VoT

Long distance forest Westbound. PM Peak 2015. Low VoT

Long distance forest MTT Westbound. PM Peak 2015. High VoT



Page 59


Figure 37: Long Distance Forecast with East/West Movements to the Northwest (PM Peak Hour, 2015)

6.3 Growth Model

6.3.1 Light Vehicles Light vehicle traffic growth forecasts were developed based on population and employment growth in the region. Car traffic growth in the SDG model was estimated using forecast changes from the following sources:

Hampton Roads background Population and Employment Growth at zone (TAZ) level available for 2000-2034 2010 Census data Moody’s 2010, 2011, 2015, 2020, 2025, 2030 and 2035 employment and population data

The future-year trip matrices were estimated by applying growth factors to the 2010 matrix:

In the off-peak trips, SDG controlled both the origin and destination trip ends (row and column totals) through the growth in resident population and employment. In the PM peak trips, SDG controlled the origin trip ends (row totals) for work-to-home trips through the growth in employment and the destination trip ends (column totals) through the growth in resident population.

Arup considered this commonly-adopted approach adequate, for the reason that controlling the different growth rates for different trip purposes is more robust

Long distance forest Eastbound. PM Peak 2015. Low VoT

Long distance forest MTT Eastbound. PM Peak 2015. High VoT

Long distance forest Westbound. PM Peak 2015. Low VoT

Long distance forest MTT Westbound. PM Peak 2015. High VoT



Page 60

than relying on a single growth factor. It can be easily implemented via a “Furness” procedure (which is described below).

Matrix Furnessing is an iterative matrix manipulation or estimation process that adjusts matrix cells to match defined or targeted row and column totals, to future zones (i.e. total number of trips to and from one zone to all the other zones). The mathematical process is twice constrained, as every cell (representing trips from one origin to a destination) has two different adjustment factors, depending on whether the growth in the total number of trips is considered from a zone row total or to that zone (column total). The Furness procedure is an iterative process in which balancing factors must be applied to a series of matrices until each cell has the right number of trips in relation to both the row and column totals (future number of trips). The difference between consecutive matrices in the iterative process will then be minimized, which means that the process has reached convergence.

The Matrix Furnessing process can be described mathematically as follows:

Where:

Tij = number of trips form origin i to destination j in the future matrix tij = number of trips form origin i to destination j in the destination matrix

i = origin i growth factor Ai = origin i balancing factor

j = destination j growth factor Bj = destination j balancing factor

The double constraint of the process can be described mathematically as follows:

This means that the sum of all the cells in row i (number of trips with origin in zone i) must be the targeted value (base year x growth )

In this equation, the sum of all the cells column j (number of trips with destination in zone j) must sum up to the targeted value (base year x growth). SDG did not consider any alternative transportation mode that would compete with private vehicles, such as public transit and carpooling. Even with the addition of tolls to untolled facilities, we are satisfied with this approach because the public transit system in the region is not extensive and applies only to a few O-D pairs.

Carpooling may occur during the first year as a response to the addition of tolls, though given the low density of the region, dispersed O-Ds, and historic limited usage of carpooling lanes and arrangements nationwide, we feel that it is appropriate not to consider this a significant viable alternative.



Page 61

The Hampton Roads population and employment growth forecast for the SDG model years are shown in Table 11 and Table 12, aggregated to city level.

Table 11: Population Forecast

CountyPopulation Compound Annual

Growth Rate (CAGR)

Census 2010 2012 2015 2026 2034 2010-

20122012-2015

2015-2026

2026-2034

Norfolk 242,803 242,603 242,302 241,201 240,400 0.0% 0.0% 0.0% 0.0%Va. Beach 437,994 440,595 444,495 458,798 469,200 0.3% 0.3% 0.3% 0.3%Chesapeake 222,209 229,825 241,249 283,136 313,600 1.7% 1.6% 1.5% 1.3%Portsmouth 95,535 96,282 97,403 101,512 104,500 0.4% 0.4% 0.4% 0.4%Suffolk 84,585 92,586 104,588 148,595 180,600 4.6% 4.1% 3.2% 2.5%Isle of Wight 35,270 38,048 42,214 57,490 68,600 3.9% 3.5% 2.8% 2.2%Hampton 137,436 138,875 141,033 148,945 154,700 0.5% 0.5% 0.5% 0.5%Newpt. News 180,719 183,501 187,673 202,973 214,100 0.8% 0.8% 0.7% 0.7%Poquoson 12,150 12,388 12,744 14,050 15,000 1.0% 0.9% 0.9% 0.8%Williamsburg 14,068 14,487 15,116 17,423 19,100 1.5% 1.4% 1.3% 1.2%James City 67,009 70,600 75,986 95,736 110,100 2.6% 2.5% 2.1% 1.8%York 65,464 67,384 70,263 80,821 88,500 1.5% 1.4% 1.3% 1.1%Gloucester 36,858 38,378 40,658 49,019 55,100 2.0% 1.9% 1.7% 1.5%Other HR 34,210 35,284 36,895 42,803 47,100 1.6% 1.5% 1.4% 1.2%

Total Hampton Roads

1,666,310 1,700,834 1,752,620 1,942,503 2,080,600 1.0% 1.0% 0.9% 0.9%

Source: Hampton Roads 2000 Transportation Analysis Zones, SDG report and Arup analysis

As Table 11 shows, the population growth is distinct for most of the cities in the study area, with overall CAGR’s 1.5% lower. The CAGR for the study area is 0.9% for the period 2010-2034, which is marginally higher than the Hampton Roads regional CAGR for 2010-2030, as shown in Section 4.4.

SDG identified a number of zones where, according to the HRTPO, population is expected to grow at a faster rate than in other zones. These zones were isolated and treated externally to the Furness process, which means that those cells (rows and columns representing trips to and from those zones) were fixed in the Furnessing process and target cells (again, rows and columns representing trips to and from those zones) were added on for those zones based on the above growth factors. Arup believes this is adequate in order to avoid imbalances in the matrix and in the Furness process, guiding the future matrix estimation process to grow the trips to and from the zones where growth (population and/or employment) is expected, as it is normally controlled by row/column totals.



Page 62

The SDG employment forecast shows higher growth for the short term (2010-2012 and 2012-2015) than for the long term. For the period 2010-2034, the employment CAGR for Hampton Roads area is 0.6%, which in our opinion, is conservative, when considering that this historical employment growth rate in Hampton Roads, which has averaged 2% for the majority of the past twenty years, as shown in Section 4.4.

Table 12: Employment Forecast

CountyEmployment Compound Annual Growth

Rate (CAGR)

2010 2012 2015 2026 2034 2010-2012

2012-2015

2015-2026

2026-2034

Norfolk 224,256 227,835 241,259 232,544 229,100 0.8% 1.9% -0.3% -0.2%Va. Beach 258,678 263,398 272,625 275,492 276,100 0.9% 1.2% 0.1% 0.0% Chesapeake 127,012 130,936 138,464 151,049 159,600 1.5% 1.9% 0.8% 0.7% Portsmouth 57,515 56,877 55,931 52,599 50,300 -0.6% -0.6% -0.6% -0.6%Suffolk 35,541 40,936 49,327 68,258 81,700 7.3% 6.4% 3.0% 2.3% Isle of Wight 17,538 19,630 23,106 30,700 36,100 5.8% 5.6% 2.6% 2.0% Hampton 81,499 83,197 86,806 86,878 86,900 1.0% 1.4% 0.0% 0.0% Newpt. News 119,528 122,854 129,295 136,041 140,200 1.4% 1.7% 0.5% 0.4%Poquoson 2,510 2,631 2,873 3,080 3,200 2.4% 3.0% 0.6% 0.5% Williamsburg 25,206 25,295 26,084 27,958 29,300 0.2% 1.0% 0.6% 0.6% James City 36,424 37,870 40,889 48,063 53,200 2.0% 2.6% 1.5% 1.3% York 36,489 36,860 37,473 37,997 38,300 0.5% 0.6% 0.1% 0.1%Gloucester Co. 13,818 14,564 15,958 18,576 20,400 2.7% 3.1% 1.4% 1.2%

Other HR 16,285 16,761 17,539 18,413 19,700 1.4% 1.5% 0.4% 0.8%

Total Hampton Roads

1,052,300 1,079,643 1,137,628 1,187,647 1,224,100 1.3% 1.8% 0.4% 0.4%

Source: SDG and Arup analysis

The growth applied to the light-vehicle matrix is shown in the following table, together with the growth indices for population and employment in the modeled area. These values provide an indication of growth of the car trip matrices for the SATURN model.

Table 13: Population and Employment Growth Compared with Light-Vehicle Matrix Growth

Description 2010 2012 2015 2026 2034

Population 100 102 105 117 125

Jobs 100 103 108 113 116



Page 63

82.5% Jobs + 17.5% Population 100 103 107 114 119

17.5% Jobs + 82.5% Population 100 102 106 116 124

Jobs + Population 100 102 106 115 122LV Matrix Growth Off-peak 100 102 106 114 120

LV Matrix Growth PM Peak 100 102 105 110 114

After the Furness process was undertaken, the annual growth applied to the forecast matrices was lower than the individual growth for population and employment. SDG augmented the PM peak matrix by 14% until 2034, which represents a CAGR of 0.55%. The off-peak matrix grew by 20% until 2034, corresponding to a CAGR of 0.76%. We are satisfied that this light-vehicle matrix growth is appropriate when compared to the population and employment forecast in the area.

6.3.2 Heavy Vehicles Truck traffic growth typically occurs in parallel with economic growth. In the model, SDG adopted the regional GDP forecast as a proxy for local economic growth. The future-year trips were estimated by applying single uniform growth factors to the 2010 PM peak and off-peak matrices. The growth factors were derived from US GDP and the industrial production forecast, unless regional forecasts were available.

In the report, SDG indicated that, during the recent economic recession, freight traffic decreased at a faster rate than GDP and corresponds much more closely with industrial production. This is further supported by the fact that truck traffic in 2010 has grown faster than GDP and is more in line with industrial production, Therefore, SDG decided to grow freight traffic using the industrial production forecast for the US.

Arup also considered the Freight Analysis Framework (FAF), which estimates the weight and value of commodity movements by origin, destination, content, and mode. The FAF has been developed for the most recent economic census year, 30-year forecasts, and a network database in which freight is converted to truck payloads and assigned to specific routes on the highway network. The FAF estimation of growth factors for freight truck volume for Norfolk is shown together with SDG’s assumptions for freight traffic in Table 14.

The background growth applied to the 2010 HGV matrix to obtain the forecast matrices is shown in Table 15. It is compared with the growth indices for GDP and employment in the US.

Arup agrees that HGV traffic growth is closely linked to economic growth, and it is therefore common practice to adopt GDP-elasticity based models to predict this growth. However, as in the case of population and employment, because regional studies exist for the Hampton Roads area, such as the FAF, we believe that the



Page 64

applying FAF is a more acceptable approach to calculate HGV growth than the approach used by SDG.

Table 14: SDG Heavy Vehicle Growth Compared with FHWA Freight Analysis Framework (FAF)

Year US GDP Real Growth

US Industrial Production or HGV Traffic

Growth

Traffic / GDP Growth

Elasticity

FAF (averagegrowth)

2010 Base Base n/a 0.6% 2011 3.3% 4.3% 1.33 0.6% 2012 3.7% 4.2% 1.14 0.6% 2013 3.6% 4.0% 1.12 0.6% 2014 3.2% 3.8% 1.21 0.6% 2015 2.5% 3.7% 1.50 0.6% 2016 2.1% 3.6% 1.69 1.2% 2017 2.0% 3.4% 1.69 1.2% 2018 1.9% 1.7% 0.89 1.2% 2019 1.9% 1.7% 0.89 1.2%

2019-2025* 1.7% 1.5% 0.89 1.2% 2025-2030* 1.5% 1.3% 0.89 1.6% 2030-2034* 1.4% 1.2% 0.89 1.6%

Average2010-2019 2.7% 3.4% 1.26 0.8%

Average 2010-2034 2.0% 2.1% 1.08 1.2%

Source: SDG report, FAF (http://www.ops.fhwa.dot.gov/freight/freight_analysis/faf/ ) and Arup analysis

Table 15: US GDP Growth Indices Compared with Heavy Vehicle Matrix Growth

Description 2010 2012 2015 2026 2034

US GDP Real Growth (SDG) 100 107 117 142 160

US GDP Real Growth (Global Insight) 100 106 115 145 170

HGV Matrix Growth

PM and Off-Peak 100 109 122 149 166

HGV Matrix Growth (using FAF factors) 100 101 104 116 133

Source: SDG report, FAF, Global Insight and Arup Analysis



Page 65

6.3.3 Future-Year Total Trips According to the methodology described in the previous sections, the SDG forecast years’ matrix totals are shown in Table 16.

Table 16: Future Year Total Trips

Vehicle Type 2010 2012 2015 2026 2034

PMPeak

Light Vehicles 391,299 400,222 414,441 446,811 469,941 Heavy Vehicles 6,879 7,498 8,392 10,250 11,419

Off-peak

Light Vehicles 274,909 279,521 287,861 303,698 313,216 Heavy Vehicles 10,249 11,172 12,504 15,272 17,014

Source: SDG report

6.3.4 Intermediate Years and Long-Term Traffic Growth For intermediate years, defined as those between the modeled years, SDG derived traffic and revenue by interpolating CAGRs. 2034 was the last year modeled, as it was the last year for which SDG had reliable population and employment forecasts.

As the concession period extends beyond 2034, SDG has estimated long-term traffic growth assuming growth declines over time, in five-year periods:

2034-2040: 50% of the modeled traffic growth between 2026-2034,

2040-2045: 50% of the assumed traffic growth between 2034-2040,

2045-2050: 50% of the assumed traffic growth between 2040 and 2045, etc.

This methodology for estimating the intermediate years and the long-term traffic growth is considered adequate for this study.

6.4 Forecasting Assumptions Apart from the future road network and the growth-model assumptions, there are other factors that drive the demand and revenue forecast in the SDG model. We have reviewed these assumptions in this section.

6.4.1 Toll Rates and Electronic Toll Collection Penetration The most important considerations with regards to the tolling structure include the following:

Tolls are forecast to be applied starting on September 30, 2012, well before the completion of the new and upgraded facilities

Tolls will be collected electronically in both directions using E-ZPass or by video automated license plate recognition (ALPR)



Page 66

E-ZPass is the preferred method and a surcharge will be applied to drivers using LPR.

There will be no cash payment or toll plazas.

Toll rates will vary between peak and off-peak periods.

Nominal toll rates are assumed to increase at 3.5% annually, as permitted in the Comprehensive Agreement.

SDG applies a perceived electronic toll collection (ETC) discount of 15% to all tolls to account for the time lag between drivers’ usage and payment of electronic tolls.

The proposed toll rate structure is shown in Table 17.

Table 17: Toll Structure in the Concession Agreement

Journey or User Type Peak Off-Peak DTT/MTT $1.84 $1.59 MLK (non-tunnel users) $1.00 $1.00 MLK + DTT/MTT $2.34 $2.09

Truck Multiplier 4.00x (DTT, MTT) 3.00x (MLK) 3.00x

Video surcharge (if no transponder) 2.00x off-peak toll Toll Escalation

Per annum Greater of CPI or 3.5%, starting upon facility opening (currently listed mid-2016)

Legislative maximum 2.00x 2.00x Source: SDG and ERC

SDG used an average toll rate for each model year as the generalized cost. The average toll rate was calculated based on the toll rates specified in the Concession Agreement and a pre-defined proportion of tolls collected by E-ZPass and ALPR. There are two important steps in this average toll rate calculation:

It is directly dependent on the E-ZPass penetration-rate assumption provided to SDG.

It takes into account the escalation of toll rates for future years.

The E-ZPass penetration rates which SDG used are shown in Table 18.

Table 18: SDG and Arup Assumptions for E-ZPass Penetration

ETC Penetration Assumption 2012 2016 2026 2034

SDGE-ZPass 75.7% 86.9% 90% 90% Video 24.3% 13.1% 10% 10%

Arup E-ZPass 70.0% 75.7% 90% 90%



Page 67

(high initial penetration rate) Video 30.0% 24.3% 10% 10%

Arup (low initial penetration rate)

E-ZPass 50.0% 61.4% 90% 90% Video 50.0% 38.6% 10% 10%


Arup opines that the SDG assumptions for E-ZPass penetration are aggressive. In our view, future penetration is directly linked to the current penetration levels and the marketing campaign that the Concessionaire will conduct before the tolls are implemented. As outlined in Chapter 2, there are few tolled facilities in the region, and current E-ZPass penetration levels are low. The marketing campaign has yet to be established, so Arup cannot offer comments at this time. We have provided a conservative and slightly less aggressive E-ZPass penetration rate, which is lower than SDG’s for 2012 and 2015. Our penetration rate is similar for the 2026 and 2034 model years.

The relationship between the E-ZPass penetration rate and the model can be found in the average toll rate. SDG used the average toll for each modeled year as an input into the model. Therefore, the lower the E-ZPass penetration, the higher the average toll rate, as the ALPR video surcharge is also included in the average toll rate. Conversely, while it would positively affect revenue, a lower E-ZPass penetration would negatively impact traffic volumes for the Project facilities because the average toll rate would be higher.

Arup would prefer to include separate toll rates in the model for each type of toll collection as a variable in the traffic growth model, instead of modeling solely the average toll rate. However, for the following three reasons we do not propose to adjust the model: (i) E-ZPass penetration rates are likely to be high given the difference in toll rates; (ii) the Sponsor will have influence through the marketing campaign; and (iii) introducing another assumption would increase uncertainty in the forecast. We will take the above discussion into consideration when deriving the Lenders’ or Investors’ Cases.

6.4.2 Value of Time Value of time (VOT) is defined as an individual’s preference for paying tolls to save time via the new/upgraded facilities. VOT is closely linked to disposable income and increases with per-capita GDP growth, which is influenced by the economic factors outlined in Section 4.2. As in the Concession Agreement, Project tolls are anticipated to increase at 3.5% per annum, which approximates the assumed VOT growth over time.

International experience and research highlight the relationship between real-income growth levels and toll-road patronage. For example, the UK Department for Transport (TAG Unit 3.5.6) recommends the use of per-capita GDP as a measure of income and also as a driver of the VOT growth with an elasticity of 0.8 (i.e., at a rate of 80% of GDP per capita growth). In the case of HGVs, GDP growth provides the direct link between GDP and truck movements (i.e., total number of miles driven, etc.).



Page 68

For the model, SDG assumed that VOT for light vehicles will increase by 0.8 times the per-capita GDP growth, while HGV VOT is assumed to grow by 0.8 times GDP growth. Arup agrees these elasticities are reasonable and adequate for this study.

6.4.3 Motorway Bonus A motorway bonus is linked to the VOT in the model. SDG assumed that the motorway bonus will increase in the forecast years at a rate of 0.8xGDP/capita, in line with VOT. Arup considers this a reasonable approach.

6.4.4 Suppressed Demand Trip suppression denotes trips that are not taken at all, which use another mode of travel (e.g., public transportation), or which exhibit a different behavior (e.g., travel at different times). Though the SDG model is a highway model, Arup is of the opinion that some Project elements could be better assessed using a multimodal model or by developing a complete four-stage model to better understand trip suppression.

SDG estimated trip suppression outside the model, calculating it as the difference in Generalized Cost (described earlier in our Report in Section 5.2.6) with and without tolls and this Project’s implementation. SDG extracted cost matrices for all forecast years, with and without the Project. The model assigns trips from origins to destinations along a specific route according to the generalized cost. In equilibrium models, the cost between every origin and destination is unique.Therefore a cost matrix is similar to a trip matrix, but shows generalized cost between each O-D pair. The cost matrices could be seen as an internal step in the modeling process, but it is possible to extract them from the model after each assignment. This enabled SDG to estimate cost differences between the models with and without the Project. SDG then applied a demand elasticity of -0.35 (i.e. higher trip reduction if travel cost is higher, which is the case with the toll implementation). This value of demand elasticity was further validated with a backcast validation exercise.

A transportation model is normally built to forecast future transport demand. However, instead of going forward, the model could also be used backwards, trying to replicate past traffic volumes, which are known values. SDG undertook a backcast analysis comparing the results of the assignments for 2009 and 2000 in key links of the network, especially the traffic volumes for the MTT, DTT and the Jordan Bridge.

The UK Department for Transport’s Web-based Transport Appraisal Guidelines (WebTAG) suggests a range of demand elasticities of -0.14 and -0.35. Therefore, the elasticity applied is within an acceptable range and is deemed conservative for this study. The overall result of the SDG trip suppression is shown in



Page 69

Table 19 for the total forecasted trips.



Page 70

Table 19: Trip Suppression in Forecast Years

2012 2016 2026 2034 PM Peak -4.4% -3.5% -3.5% -2.3% Off Peak -7.3% -4.4% -4.4% -3.7 %

The values in the table above show the difference in trips due to the implementation of tolls. The model works out the cost of each trip, with and without tolls. The trip suppression is estimated applying the elasticity factor of demand to travel cost. In this case, the PM peak traffic in 2012 is 4.4% lower if tolls are implemented, and the reduction in off-peak hours is even higher. These are trips that are simply not made at all and are subtracted from the results of the highway model.

The backcast validation shows that the matrix growth procedure and suppression effects adequately reproduce previously observed growth. The overall process is therefore robust and fit for purpose to use in forecasting future demands.

6.4.5 Ramp-UpSDG considered two different types of ramp-up for this Project, based on infra-structure and toll-introduction factors, as shown in Table 20.

Table 20: Modeled Ramp-Up Type

Ramp-up Description SDG Proposed Duration

InfrastructureUsers that need time to adjust their routes and become familiar with the upgraded MTT and new MLK

12 months

Introduction of tolls Current tunnel users likely to investigate using alternative routes and/or changing destinations in order to avoid tolls

12 months

SDG estimated the infrastructure ramp-up by analyzing the long-term impacts that the model predicted once the Project facilities were operational. Since MTT and DTT can serve trips with similar O/D pairs, it is reasonable to assume that the expanded MTT will attract some trips that were previously using DTT. Therefore, in this case, the infrastructure ramp-up consists of shifting some users to MTT while leaving many on DTT.

SDG assumed that 50% of the new MTT capacity is not utilized for six months as potential users continue to follow their old routes and do not yet recognize the possible time savings or other benefits of the new MTT. Arup believes that this is adequate for the study; though since infrastructure ramp-ups in urban environ-ments are often not considered, this approach could be considered conservative.

SDG followed a similar approach to estimate a ramp-up period for the intro-duction of tolls, evaluating traffic volumes in the network with and without tolls.



Page 71

From this, SDG estimated that six months would be sufficient for ramp-up as a result of toll introduction, as few alternatives exist to using MTT and DTT.

Based on our experience and the extensive data that exists on the subject, Arup opines that SDG’s ramp-up for the introduction of tolls would be the correct approach. Given the addition of tolls on previously un-tolled facilities and their addition long before benefits are realized, we envision a mixture of suppressed trips, chained trips, and/or trips on alternate routes. However, due to the regularity of these trips, their commuter-oriented nature, the condition of the local market, and the unreliability/length of time to use alternative routes, we envision that users will return to normal trip patterns within a year.

6.5 SDG Traffic and Revenue Forecast Table 21 provides a summary of the AADT and Annual Traffic for the three Project facilities, along with the Project total.

Table 21: SDG Traffic Forecast

AADT 2012 2016 2026 2034

MTTLV 23,909 35,529 47,827 55,828

HGV 925 1,606 2,050 2,298

DTTLV 55,865 73,219 74,840 77,573

HGV 1,803 3,637 4,829 5,811

MLKLV - 6,009 13,649 15,119

HGV - 1,010 2,503 2,948

TotalLV 79,774 114,756 136,316 148,519

HGV 2,729 6,252 9,382 11,057

Annual Traffic 2012 2016 2026 2034

MTTLV 2,199,643 12,967,942 17,456,935 20,377,042

HGV 85,128 586,058 748,205 838,823

DTTLV 5,139,537 26,724,812 27,316,742 28,314,008

HGV 165,902 1,327,377 1,762,478 2,120,939

MLKLV - 2,193,141 4,981,795 5,518,452

HGV - 368,597 913,609 1,075,996

TotalLV 7,339,179 41,885,895 49,755,471 54,209,502

HGV 251,030 2,282,032 3,424,292 4,035,758



Page 72

Because the annual traffic figures for 2012 cover only the three months that the tolls are forecast to be in place that year, these figures cannot be directly compared to the other years in this table.

Table 22 provides a summary of the daily revenue and annual revenue for the three Project facilities, along with the Project total.

Table 22: SDG Revenue Forecast

Daily Revenue (2010 $ 000’s) 2012 2016 2026 2034

MTTLV 56.468 66.853 102.078 127.673

HGVs 5.675 8.748 13.256 16.015

DTTLV 131.304 136.517 156.699 175.777

HGVs 10.606 19.570 31.709 41.866

MLKLV - 4.783 11.336 13.572

HGVs - 2.169 5.736 7.303

TotalLV 187.772 208.153 270.113 317.023

HGVs 16.281 30.486 50.701 65.184 Total 204.053 238.639 320.814 382.206

Annual Revenue (2010 $mn) 2012 2016 2026 2034

MTTLV 5.20 24.40 37.26 46.60

HGVs 0.52 3.19 4.84 5.85

DTTLV 12.08 49.83 57,20 64.16

HGVs 0.98 7.14 11,57 15.28

MLKLV - 1.75 4,14 4.95

HGVs - 0.79 2.09 2.67

TotalLV 17.28 75.98 98.59 115.71

HGVs 1.50 11.13 18.51 23.79 Total 18.77 87.10 117.10 139.51

The annual average growth rates of traffic and revenue between the model year intervals are shown in

Table 23. On the whole, this indicates higher growth rates in the initial forecast years, especially between 2012 and 2016, with declining rates thereafter. This is



Page 73

primarily because the CAGRs take the ramp-up effect and opening of the new infrastructure into account.

Table 23: Average Annual Traffic and Revenue Growth AADT (compound annual growth rate between modeled years)

2012 2016 2026 2034

MTTLV - 10.4% 3.0% 2.0%

HGV - 14.8% 2.5% 1.4%

DTTLV - 7.0% 0.2% 0.4%

HGV - 19.2% 2.9% 2.3%

MLKLV - - 8.6% 1.3%

HGV - - 9.5% 2.1%

TotalLV - 9.5% 1.7% 1.1%

HGV - 23.0% 4.1% 2.1%

Daily Revenue (compound annual growth rate between modeled years) 2012 2016 2026 2034

MTTLV - 4.3% 4.3% 2.8%

HGV - 11.4% 4.2% 2.4%

DTTLV - 1.0% 1.4% 1.4%

HGV - 16.5% 4.9% 3.5%

MLKLV - - 9.0% 2.3%

HGV - - 10.2% 3.1%

TotalLV - 2.6% 2.6% 2.0%

HGV - 17.0% 5.2% 3.2% Total - 4.0% 3.0% 2.2%

6.5.1 Comparison of Forecast with Historical Traffic Figure 38 and Figure 39 compare the historical traffic observed at MTT and DTT with the traffic forecast developed by SDG. The figures show a reduction in demand as a result of introducing tolls on the Project facilities.

In MTT’s opening year, the predicted ramp-up period precedes a period of constant growth. However, in 2034, MTT traffic is estimated to be lower than twice the 2010 demand, despite the doubling of capacity.

Opening the second MTT tunnel is expected to result in a drop in DTT traffic, as the MTT is viewed more favorably. Finally, the combination of the second MTT tunnel and introduction of tolls indicates that 2034 traffic levels are not expected to match current DTT demand.



Page 74

Figure 38: Comparison of MTT Historical Traffic and SDG Forecast

Figure 39: Comparison of DTT Historical Traffic and SDG Forecast

0

10.000

20.000

30.000

40.000

50.000

60.000

70.000

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034

AA

DT

Midtown Tunnel AADT

Historical AADT SDG Forecast

Introductionof tolls

MTT twin tunnel opens

0

20.000

40.000

60.000

80.000

100.000

120.000

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034

AA

DT

Downtown TunnelAADT



MTT/MLKext. tunnel



Page 75

Figure 40: Comparison of MTT + DTT Historical Traffic and SDG Forecast

6.6 SummaryStarting from the Base Year model, SDG created a traffic and revenue forecast for the following years: 2012 (implementation of tolls on the MTT and DTT), 2016 (estimated opening year of the MTT and MLK), 2026 (medium-term model year), and 2034 (long-term model year). Arup’s summary findings based upon our review of SDG’s traffic and revenue forecast are as follows:

Forecast Traffic Networks

SDG made adjustments in the forecast model network at the MTT entrance based on the VISSIM microsimulation model, which Arup opines is a reasonable adjustment.

SDG assessed the impacts of competing projects such as Patriots Crossing and the High Rise Bridge expansion through sensitivity tests on an individual basis. Arup believes this is not sufficiently comprehensive and has included these projects as variants in the Sponsors’ Base and Downside Cases.

Arup notes that the model behaves logically with regard to short and long-term select link analysis.

Growth Model

Arup considers the application of growth factors to light-vehicle PM peak and off-peak trips adequate. SDG used different growth rates for different trip purposes, as opposed to relying on a single growth factor.

0

20.000

40.000

60.000

80.000

100.000

120.000

140.000

160.000

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034

AA

DT

MTT + DTT AADT



MTT twin tunnel / MLK extension



Page 76

No alternative transportation modes were considered, including public transit and carpooling. Even with the addition of tolls to previously untolled facilities, Arup is satisfied with this approach because the public transit system in the region is not extensive and applies only to a few O-D pairs. Carpooling is unlikely to significantly impact trips due to the low density of the region, dispersed O-Ds, and historic limited usage of carpooling facilities or arrangements nationwide.

SDG isolated zones where population is expected to grow at a faster rate and treated them externally to the Furness process. Arup opines this is adequate to avoid imbalances in the matrix and in the Furness process.

Arup considers the employment CAGR used by SDG as conservative.

Overall, Arup is satisfied that the light-vehicle matrix growth is adequate when compared to the population and employment forecast in the area.

SDG adopted GDP-elasticity based models to predict heavy-vehicle growth. While these factors are closely linked, Arup believes that the Freight Analysis Framework (FAF) should be used, as it is regionally focused.

Arup opines that the interpolation of CAGR for intermediate years (i.e. non-model years) is appropriate.

Forecasting Assumptions

Arup opines that the SDG assumptions for E-ZPass penetration are aggressive, given the low existing penetration rate and users’ limited exposure to tolled facilities. Arup has developed a conservative and slightly less aggressive E-ZPass penetration rate, which is lower than SDG’s for 2012 and 2016. Our penetration rate is identical to SDG’s for the 2026 and 2034 model years.

Arup would prefer to include separate toll rates in the model for each type of toll collection as a variable in the traffic growth model, instead of modeling solely the average toll rate. However, we do not propose adjusting the model, since E-ZPass penetration rates are likely to be high, given the difference in toll rates; the Sponsor will have influence through the marketing campaign; and the introduction of another assumption would increase uncertainty in the forecast.

Arup opines that SDG’s elasticities for VOT are reasonable and adequate for this study.

We further consider the demand elasticity applied to estimate trip suppression to be reasonable.

For ramp-up, Arup opines that SDG’s estimate for one year is adequate for the study.



Page 77

7 Sponsor’s Sensitivity Tests Sensitivity tests provide an understanding of the model’s robustness, or response to different inputs and parameters. As part of the Sponsor’s traffic and revenue model, SDG conducted a series of sensitivity tests that modified a model input or introduced proposed alternative facilities. One test was created for each modification, enabling users to understand the relative importance of a specific change or assumption.

The SDG traffic model and initial forecast was developed prior to the signing of the Comprehensive Agreement in December 2011, when the MTT was assumed to open in 2015 instead of 2016, as stated in the agreement. Therefore, SDG was compelled to make a minor adjustment in the model to account for this change in the opening year for the MTT twin tunnel and the MLK extension. The 2016 forecast year in the model was built using the same network as originally for 2015, and the 2016 trip matrices (light and heavy vehicles) were built applying the yearly growth for the 2012-2015 period to the 2015 trip matrices.

This minor change in the opening year does not have an impact on the validity of the calibration process of the SDG model as reviewed by Arup for the forecast years (i.e. the results of the select link analysis and short/long distance forests checked for 2015 would be the same for 2016).

7.1 Assumptions on Proposed Infrastructure As mentioned previously, we believe some alternative facilities have been proposed that may impact MTT/DTT traffic and revenue forecasts. These were not included in SDG’s future network, but instead were assessed through sensitivity tests. If implemented as currently proposed, these projects would increase road capacity and improve the level of service of the competing alternatives. In some cases, proposed projects would create a new river crossing.

However, as previously noted, the Concession Agreement provides protection through compensation to the Concessionaire should any of the competing routes be developed.

These competing routes include:

Patriots Crossing: A four-lane bridge-tunnel system that would connect I-564 in Norfolk and the Monitor-Merrimac Memorial Bridge-Tunnel. It is also proposed to include a connection to Craney Island in Portsmouth, where the port has plans to expand. In the sensitivity test, SDG assumed the opening year would be 2026 and a toll equivalent to MTT/DTT.

Third Crossing: the Third Crossing project incorporates the Patriots Crossing described above, including the Craney Island connector, and also adds capacity improvements to the Monitor-Merrimac Bridge-Tunnel. In the sensitivity test, SDG assumed the opening year would be 2026, with a toll rate equivalent to that of MTT/DTT.



Page 78

Hampton Roads Bridge Tunnel: Expansion of the existing HRBT to four lanes in each direction, along with expansion of associated access roads. In the sensitivity test, SDG assumed the opening year would be 2026, with a toll of $3 for light vehicles and $9 for heavy goods vehicles.

I-64 and High Rise Bridge: Expansion of I-64 to three lanes in each direction between I-264 and I-464, a segment which includes the High Rise Bridge. In the sensitivity test, SDG assumed the opening year would be 2034 and this facility would remain untolled.

In addition, SDG considered modifications to two other projects in the future network. The sensitivity tests assessed the following:

MLK Extension: (a) Impact of a delay in opening, such that the sensitivity test assessed the 2015 model year without MLK Extension. (b) Impact of an open, but untolled MLK Extension in 2015.

Jordan Bridge: A more conservative toll rate in 2015 (20% lower than the currently proposed – $1.60 for light vehicles and $4.80 for heavy goods vehicles). In addition, Arup requested that SDG run an additional sensitivity without any tolls on the Jordan Bridge.

The locations of the above projects are shown in Figure 41. The traffic and revenue results of the sensitivity tests are shown in Table 24.



Page 79

Source: SDG

Figure 41: Location of Proposed Infrastructure Projects Modeled in Sensitivity Tests



Page 80

Table 24: Traffic and Revenue Results of SDG Sensitivity Tests on Proposed InfrastructureSensitivity

Test Year Traffic Revenue

LV HGV Total LV HGV Total

Patriots Crossing 2026

MTT -17.5% -32.5% -18.1% -17.3% -33.3% -19.2% DTT -2.5% -8.0% -2.8% -2.5% -8.7% -3.5% MLK 0.1% -13.5% -1.8% 0.1% -14.2% -4.9% Total -7.5% -15.1% -8.0% -7.9% -16.0% -9.2%

ThirdCrossing 2026

MTT -20.4% -38.5% -21.1% -20.3% -39.4% -22.5% DTT -2.6% -8.0% -2.9% -2.6% -8.7% -3.6% MLK 1.0% -13.1% -1.0% 1.0% -13.6% -4.2% Total -8.5% -16.5% -9.0% -9.1% -17.5% -10.4%

Hampton Roads Bridge Tunnel

2026

MTT -5.4% -16.0% -5.9% -5.2% -17.6% -6.7% DTT -1.6% -8.9% -2.0% -1.7% -9.7% -3.0% MLK -1.2% -15.4% -3.2% -1.2% -16.1% -6.4% Total -2.9% -12.1% -3.5% -3.0% -12.6% -4.5%

I-64 and High Rise

Bridge 2034

MTT -2.8% -9.5% -3.1% -2.9% -8.1% -3.5% DTT -8.5% -18.5% -9.2% -8.5% -21.5% -11.0% MLK -5.8% 0.1% -5.0% -5.8% -0.8% -4.0% Total -6.1% -12.0% -6.5% -6.1% -15.6% -7.8%

MLK – Delay 2015

MTT -0.2% -0.8% -0.2% -0.2% -0.3% -0.2% DTT 0.5% -2.0% 0.4% 0.4% -2.5% 0.1% MLK -100.0% -100.0% -100.0% -100.0% -100.0% -100.0% Total -8.6% -25.1% -9.5% -3.8% -14.5% -5.5%

MLK – No tolls 2015

MTT 0.7% -10.2% 0.2% 0.7% -8.2% -0.3% DTT 0.2% 5.0% 0.4% 0.2% 4.5% 0.7% MLK 166.8% 77.7% 155.8% -100.0% -100.0% -100.0% Total 15.1% 18.1% 15.3% -3.6% -13.4% -4.8%

Jordan Bridge – Low toll

2015

MTT 0.0% -0.3% 0.0% 0.0% -0.4% 0.0% DTT -1.4% -5.0% -1.6% -1.4% -5.2% -1.8% MLK -0.4% 0.2% -0.3% -0.4% 0.2% -0.2% Total -0.9% -2.4% -0.9% -0.9% -2.9% -1.1%

Jordan Bridge – No tolls (Arup

request)

2015

MTT -2.3% -1.3% -2.3% -2.3% -1.6% -2.2% DTT -15.8% -12.5% -15.6% -15.5% -12.5% -15.2% MLK -1.6% 0.0% -1.4% -1.6% 0.1% -1.1% Total -10.1% -6.4% -9.9% -10.3% -7.2% -9.9%

Source: SDG report and Arup analysis.

The results in Table 24 show that:

MTT would be most affected by Patriots Crossing and the Third Crossing. The Third Crossing would result in a greater impact, though Patriots



Page 81

Crossing would also be substantial. Heavy goods vehicles would utilize the new crossings at a rate almost double that of light vehicles. The sensitivity tests also indicate that DTT would be impacted, though at a lower rate than MTT.

The impact of expanding the Hampton Roads Bridge Tunnel would be moderate for MTT and low for DTT.

The widening of I-64 and the High Rise Bridge would increase its competitiveness against DTT. DTT traffic would be reduced by 9.2% and revenues by 11.0%.

MTT/DTT demand and revenue does not show sensitivity to MLK Extension construction delays. The overall concession would result in traffic reduction of 9.5% and revenue reduction of 5.5%. An untolled MLK Extension would not significantly impact DTT/MTT traffic and revenue.

Reducing Jordan Bridge tolls by 20% would have minimal impact on MTT and DTT traffic and revenue. Although unlikely to occur, an untolled Jordan Bridge would significantly impact DTT, with a reduction of traffic by 15.6% and revenue by 15.2%

Arup concurs with SDG’s analysis on the sensitivity tests on the proposed infrastructure. However, as previously noted, Arup opines that some of the proposed projects are likely to be implemented and the sensitivity tests show a significant enough impact that they should be reflected in the forecast years. For the Lenders’ or Investors’ assessment, Arup has included some of these competing projects certain variants of Arup’s base and downside cases, as shown in Chapter 8.

7.2 Modeling Assumptions SDG also performed sensitivity tests on several modeling assumptions to understand their relative importance in the forecasting methodology. As with the proposed projects, the assumptions were tested individually and only for 2015, the assumed opening year. These assumptions included:

Traffic growth: Trip (O/D) matrices were varied by ±10% to assess how over/under estimation of traffic growth would affect traffic and revenue.

Value of time: VOT for all user classes was varied by ±10%. Separately, SDG also tested the sensitivity of varying the VOT implicit for heavy goods vehicles (HGVs). In particular, the sensitivity test related the growth in per capita GDP instead of aggregate GDP, as discussed in Section 6.4.2.

Operating cost: SDG included the cost of fuel in the base operating cost calculation. However, given fuel cost uncertainty, SDG varied fuel cost by ±10%.



Page 82

Motorway bonus: As explained in Section 6.4.3, SDG included a motorway bonus for the MLK Extension. To assess the sensitivity of this parameter, SDG varied the bonus by ±10%.

The results of the sensitivity tests on the modeling assumptions are shown in Table 25.

The results of the SDG sensitivity tests on the model assumptions illustrate that:

The project’s traffic and revenue growth would be higher than the overall growth in matrix size. This relationship is similar in size and direction for the matrix increase and decrease. Arup concurs with SDG that this could be a result of the spare capacity in 2015, as well as the location of the tunnels and their role as the principal river crossings in the area.

MTT and DTT predicted traffic levels were not very sensitive to VOT changes, with the exception of heavy vehicles at the DTT. The MLK Extension demonstrated a higher sensitivity to changes in VOT, which is typical for greenfield toll projects.

Modifying the relationship of VOT with GDP per capita had a minimal impact on heavy goods vehicles. However, DTT was more sensitive than MTT, likely due to its proximity to the High Rise Bridge.

The model did not show sensitivity to fuel cost increases. This is typical for traffic patterns simulated in models for urban areas, as the differences in distance traveled from various O-D pairs are similar.

The model is not very sensitive to changes in the motorway bonus. Varying it by 10% increases MLK traffic and revenue by about 4%. The same change would negligibly impact MTT and DTT.

In addition to the sensitivity tests, SDG undertook a revenue optimization exercise. The exercize involved determining the combination of toll rates (peak, off peak, light vehicles and heavy vehicles, etc.) that would optimize the project’s revenue. The resulting toll rates were shown to be much higher than those originally planned and exceed the maximum toll rates set forth in the Concession Agreement.



Page 83

Table 25: Traffic and Revenue Results of SDG Sensitivity Tests on Modeling Assumptions

Sensitivity Test Year Traffic Revenue

LV HGV Total LV HGV Total

Traffic growth +10%

2015

MTT 15.6% 16.3% 15.6% 15.4% 14.7% 15.3% DTT 12.4% 26.2% 13.0% 12.6% 33.8% 14.9% MLK 14.5% 14.8% 14.5% 14.5% 15.8% 14.9% Total 13.6% 20.7% 14.0% 13.6% 25.1% 15.0%

Traffic growth -10%

2015

MTT -12.3% -17.7% -12.5% -12.2% -18.6% -13.0% DTT -12.9% -28.6% -13.5% -13.1% -30.1% -14.9% MLK -15.9% -14.8% -15.8% -15.9% -15.5% -15.8% Total -13.0% -22.3% -13.4% -12.9% -24.3% -14.3%

Value of time +10% 2015

MTT 1.8% 1.5% 1.8% 1.9% 1.2% 1.8% DTT 1.0% 4.4% 1.1% 1.0% 5.6% 1.5% MLK 8.9% 8.0% 8.8% 8.9% 7.9% 8.6% Total 2.0% 4.5% 2.1% 1.6% 4.4% 1.9%

Value of time -10% 2015

MTT -1.5% -3.2% -1.5% -1.5% -2.9% -1.7% DTT -1.3% -9.8% -1.7% -1.3% -10.4% -2.3% MLK -10.9% -4.6% -10.1% -10.9% -4.8% -9.0% Total -2.2% -6.7% -2.4% -1.8% -7.2% -2.4%

Heavy vehicle Value of time

-12% 2034

MTT 0.2% -1.8% 0.1% 0.2% -1.9% -0.1% DTT 0.7% -8.2% 0.1% 0.8% -9.9% -1.3% MLK 2.3% -10.5% 0.5% 2.3% -11.0% -2.6% Total 0.7% -7.3% 0.1% 0.6% -8.0% -0.9%

Value of fuel cost +10% in operating

costcalculation

2015

MTT 0.2% -0.2% 0.1% 0.2% 0.0% 0.1% DTT 0.4% -2.7% 0.2% 0.3% -2.7% 0.0% MLK 0.0% -0.1% 0.0% 0.0% -0.2% -0.1% Total 0.3% -1.4% 0.2% 0.3% -1.5% 0.0%

Value of fuel cost -10% in operating

costcalculation

2015

MTT 0.8% -0.5% 0.7% 0.8% -1.2% 0.5% DTT -0.8% -1.8% -0.8% -0.7% -1.5% -0.8% MLK 0.6% 0.8% 0.7% 0.6% 0.8% 0.7% Total -0.2% -0.8% -0.2% -0.2% -1.1% -0.3%

Motorway bonus +10%

2015

MTT 0.7% 0.9% 0.7% 0.7% 0.4% 0.6% DTT 0.1% -1.3% 0.1% 0.2% -1.0% 0.0% MLK 3.7% 4.7% 3.8% 3.7% 4.6% 3.9% Total 0.7% 0.7% 0.7% 0.5% 0.2% 0.4%

Motorway bonus -10%

2015

MTT 0.2% 0.2% 0.2% 0.3% 0.1% 0.2% DTT -0.5% -3.3% -0.6% -0.5% -3.3% -0.8% MLK -5.8% -4.2% -5.6% -5.8% -3.8% -5.2% Total -0.7% -2.5% -0.8% -0.5% -2.2% -0.7%

Source: SDG and Arup analysis



Page 84

7.3 SummaryOur conclusions on SDG’s sensitivity testing are as follows:

SDG’s approach to develop one sensitivity test for each modification was reasonable, as it enables the user to understand the relative importance of a specific change or assumption.

While some alternative facilities have been proposed that may affect MTT/DTT traffic and revenue forecasts, SDG did not include these in the future network, as the Concessionaire is protected through compensation provisions in the Comprehensive Agreement.

Arup is comfortable that the set of proposed infrastructure tested is comprehensive.

Arup opines that the modeling assumptions tested were sufficient and reasonable.



Page 85

8 Lenders’ or Investors’ Cases

8.1 OverviewTo better understand the risks and concerns of potential lenders, Arup has developed independent scenarios, Base Case and Downside Case, using SDG’s Base Year model and sensitivity tests. Having reviewed the Sponsor’s traffic and revenue forecasts, as presented above, Arup opines that they are robust.

However, in a small number of areas, the forecasts rely on assumptions which Arup considers as somewhat optimistic or may not fully incorporate future conditions. We have therefore considered different assumptions and included them in the forecasting model. These assumptions and results are presented in the sections below. There are several points in which we believe that the assumptions made by the Sponsors are uncertain. We have suggested other alternatives that we believe address the prospective Lenders’ risks related to traffic using the Project, and address current economic conditions.

These key issues are:

Ramp-up (tolls)

Date of introduction of tolls

Average toll rate

E-ZPass penetration

Growth rate and matrix size for both light and heavy vehicles

Inclusion of competing facilities in the model itself

Construction delays

Motorway bonus

8.2 Base Case Three Base Case scenarios were developed as follows:

1A Compliance with the Concession Agreement

1B1 Inclusion of Competing Facilities with a Conservative Toll Rate

1B2 Inclusion of Competing Facilities with an Aggressive Toll Rate

Table 26 provides a summary of the assumptions included in the three Base Case Scenarios, with a comparison to the SDG assumptions for each subject. The Base Case Average Toll Rates are included in Table 27. The FHWA’s Freight Analysis Framework Factors (FAFs) that pertain to the Hampton Roads region are provided in Table 28.



Page 86

Table 26: Lenders’/Investors’ Base Case Scenarios

SDG Base (Sept 11)

Base 1A Base 1B1 Base 1B2

Compliancewith CA

CompetingFacilities

Conservative Toll Rate

CompetingFacilities

Aggressive Toll Rate

Tolls

Ramp-up12 months;

MTT (-13%) DTT (-17%)

1 year MTT (-20%)DTT (-20%)

1 year MTT (-20%) DTT (-20%)

1 year MTT (-20%) DTT (-20%)

Weekend Toll Rates Unknown Off-peak Off-peak Off-peak

Introduction of Tolls September 30, 2012 Sept 30, 2012 Sept 30, 2012 September 30, 2012

E-ZPass Penetration / Registered Video / Un-

Registered Video

2012 (75.71% / 12.14% / 12.14%)

2016 (86.88% / 6.56% / 6.56%)

2026 (90% / 5.00% / 5.00%)

2034 (90% / 5.00% / 5.00%)

2012 (70% / 15% / 15%) 2016 (75.71 % / 12.14% 12.14%)

2026 (90% / 5.00% / 5.00%) 2034 (90% / 5.00% / 5.00%)

Average Toll Rate As per report As per table below

As per table below As per table below

Growth

Ramp-up 6 months Same as SDG Same as SDG Same as SDG

Light Vehicles (LV) Pop+Employment Same as SDG Same as SDG Same as SDG

Heavy Veh. (HGV) GDP +Industrial Production

FAF Factor (Section 6.3.2)



Competing Facilities

High Rise Bridge 3rd Lane 2034 Sensitivity Not

considered Not considered Not considered

Patriots’ Crossing 2026 Sensitivity Notconsidered

Considered 2026; $3 toll

Considered 2026; $5 toll

Gilmerton Bridge Not considered Notconsidered Not considered Not considered

Monitor-MerrimacBridge Tunnel Not considered Not

considered

Considered 2026; $3 toll (no capacity

imp)


imp)

Hampton Roads Bridge Tunnel 2026 Sensitivity Not

considered


imp)


imp)

Other

Disruption to traffic during construction Not considered Not

considered Not considered Not considered

Motorway Bonus (LV and HV) 2015 Sensitivity

MLK +10% in model year

2015

MLK +10% in model year

2015

MLK +10% in model year 2015

Construction Delay Not considered Notconsidered Not considered Not considered



Page 87

Table 27: Lenders’/Investors’ Base Case Average Toll Rates

MTT/DTT 2012 2016 2026 2034

Average car toll - peak $2.66 $2.41 $2.52 $2.72

Average car toll - off peak $2.42 $2.15 $1.87 $2.03

Average truck toll - peak $7.91 $7.44 $9.12 $9.86

Average truck toll - off peak $5.44 $4.99 $5.00 $5.40

MLK Extension 2012 2016 2026 2034

Average car toll - all periods $1.00 $0.90 $0.84 $0.90


Average truck toll - off-peak $2.59 $2.37 $2.37 $2.56

Table 28: Growth Assumptions for Heavy Goods Vehicle Matrices

2010 2012 2015 2026 2034

SDG HGV Matrix Growth 100 109 122 149 166

ARUP HGV Matrix Growth (FAF) 100 101 104 116 133

Freight Analysis Framework (FAF) Factors for Hampton Roads (See Section 6.3.2)

2007 to 2015

2015 to 2020

2020 to 2025

2025 to 2030

2030 to 2035

2035 to 2040

From the Region 0.13% 1.38% 1.36% 1.79% 1.76% 1.85%

To the Region 1.09% 1.00% 0.96% 1.40% 1.48% 1.77%

Average (From/To the region) 0.61% 1.19% 1.16% 1.60% 1.62% 1.81%

Source: Federal Highway Administration



Page 88

8.2.1 Base Case (1A): Compliance with the Comprehensive Agreement

As in the December 2011 Comprehensive Agreement, it is expected that VDOT will compensate the Concessionaire for a variety of events, including the construction or expansion of alternative facilities. Therefore, to develop a baseline that represents the traffic and revenue for the project without alternative facilities, Arup derived a Base Case 1A. It follows the Concession Agreement as of the writing of this report and no alternative facilities are included in the future network. As shown in Table 26, other modifications to SDG’s assumptions include:

Ramp-up percentage for introduction of tolls

E-ZPass penetration rate

Average toll rate

Heavy goods vehicle growth rate

Motorway bonus for MLK Extension

8.2.2 Base Case (1B1): Inclusion of Competing Facilities with a Conservative Toll

As noted throughout the document, Arup opines that alternative facilities should be included in the future network to enable full understanding of the impacts to the project’s traffic and revenue forecasts. Although some alternative facilities have been included in the HRTPO’s future planning documents, toll rates and opening dates have not yet been determined. This base case scenario 1B1 builds on Base Case 1A and adds competing facilities to the future network with conservative toll rates. As listed in Table 26, these additions to Base Case 1A include the following:

Patriots Crossing: Opening 2026 with a light vehicle peak period toll of $3

Monitor-Merrimac Bridge Tunnel: Light vehicle peak period toll of $3 added in 2026, no capacity improvements

Hampton Roads Bridge Tunnel: Light vehicle peak period toll of $3 added in 2026, no capacity improvements

8.2.3 Base Case (1B2): Inclusion of Competing Facilities with an Aggressive Toll

To understand a range of impacts from tolling alternative facilities, Arup also developed a scenario with more aggressive toll rates on some of the competing facilities. Again, Base Case 1A was used and the future network was modified as follows:

Patriots Crossing: Opening 2026 with a light vehicle peak period toll of $5



Page 89

Monitor-Merrimac Bridge Tunnel: Light vehicle peak period toll of $5 added in 2026, no capacity improvements

Hampton Roads Bridge Tunnel: Light vehicle peak period toll of $5 added in 2026, no capacity improvements

8.2.4 Annual Traffic Forecast: Base Case Scenarios The annual traffic forecasts for the base case scenarios are shown below for the Project as a whole, and separately for heavy and light vehicles. More detailed charts showing traffic and revenue by facility can be found in Appendix I, while tables of the supporting data can be found in Appendix E.

Figure 42: Base Case Scenarios - Project Annual Traffic

Figure 43: Base Case Scenarios - Project Annual Traffic Light Vehicles

0

10000000

20000000

30000000

40000000

50000000

60000000

70000000

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

Project Annual Traffic - Base Case

Central Case Base 1A Base 1B1 Base 1B2 Historic

0

10.000.000

20.000.000

30.000.000

40.000.000

50.000.000

60.000.000

70.000.000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

s

Project Annual Traffic - Light Vehicles Base Case

Central Case LV Base 1A_LV Base 1B1_LV Base 1B2_LV Historic



Page 90

Figure 44: Base Case Scenarios - Project Annual Traffic Heavy Good Vehicles

8.2.5 Annual Revenue Forecast: Base Case Scenarios The annual revenue forecasts for the base case scenarios are shown below for the Project as a whole and for light vehicles and heavy goods vehicles separately. Additional charts showing traffic and revenue by facility can be found in Appendix I.

Figure 45: Base Case Scenarios - Project Annual Revenue

0

500.000

1.000.000

1.500.000

2.000.000

2.500.000

3.000.000

3.500.000

4.000.000

4.500.000

5.000.000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

s

Project Annual Traffic - Heavy Vehicles Base Case

Central Case HV Base 1A_HV Base 1B1_HV Base 1B2_HV Historic

0.00

50.00

100.00

150.00

200.00

250.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

Project Annual Revenue (2010$mn) - Base Case

Central Case Base 1A Base 1B1 Base 1B2



Page 91

Figure 46: Base Case Scenarios - Project Annual Revenue Light Vehicles

Figure 47: Base Case Scenarios - Project Annual Revenue Heavy Goods Vehicles

8.3 Downside Case Four Downside Case scenarios were developed as follows:

2A Compliance with the Concession Agreement

2B1 Inclusion of Competing Facilities with a Conservative Toll Rate

2B2 Inclusion of Competing Facilities with an Aggressive Toll Rate

2C Inclusion of Construction Delay

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

160.00

180.00

200.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

Project Annual Revenue (2010$mn) - Light Vehicles Base Case

Central Case LV Base 1A_LV Base 1B1_LV Base 1B2_LV

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

40.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

Project Annual Revenue (2010$mn) - Heavy Vehicles Base Case

Central Case HV Base 1A_HV Base 1B1_HV Base 1B2_HV



Page 92

Table 29 provides a summary of the assumptions included in the four Downside Case Scenarios, with a comparison to the SDG assumptions for each subject. The Downside Case Average Toll Rates are included inTable 30. The FHWA’s Freight Analysis Framework Factors that pertain to the Hampton Roads region were previously provided in Table 28.



Page 93

Table 29: Lenders’/Investors’ Downside Case Scenarios

SDG Base (Sept 11)

DS 2A DS 2B1 DS 2B2 DS 2C

Compliance with CA


ConservativeToll Rate


Aggressive Toll Rate

WithConstruction

Delay

Tolls

Ramp-up 6 months;

MTT (-13%) DTT (-17%)

1 year MTT (-20%)DTT (-20%)

1 year MTT (-20%)DTT (-20%)

1 year MTT (-20%) DTT (-20%)

1 year MTT (-20%) DTT (-20%)

Weekend Toll Rates Unknown Off-peak Off-peak Off-peak Off-peak

Introduction of Tolls

September 30, 2012 January 1, 2013 January 1,

2013 January 1, 2013 January 1, 2013

E-ZPass Penetration /

Registered Video / Un-Registered

Video

2012 (75.71% / 12.14% / 12.14%)

2016 (86.88% / 6.56% / 6.56%)

2026 (90% / 5.00% / 5.00%)

2034 (90% / 5.00% / 5.00%)

2012 (50% / 25% / 25%) 2016 ( 61.43 % / 19.29% / 19.29% )

2026 (90% / 5.00% / 5.00%) 2034 (90% / 5.00% / 5.00%)

Average Toll Rate As per report As per table below

As per table below

As per table below

As per table below

Growth Ramp-up 6 months Same as SDG Same as SDG Same as SDG Same as SDG

Light Vehicles (LV) Pop+Employment

Reduce matrix size by 3.5% each model year (2015, 2026, 2034)

Reduce matrix size by

3.5% each model year

(2015, 2026, 2034)



Heavy Veh. (HGV)

GDP +Industrial Production





Competing Facilities High Rise Bridge

3rd Lane 2034 Sensitivity Not considered 2034, untolled 2034, untolled Not considered

Patriots’ Crossing 2026 Sensitivity Not considered 2026; $3 toll 2026; $5 toll Not considered

Gilmerton Bridge Not considered Not considered

2034, untolled; expanded to 3 lanes in each

direction

2034, untolled; expanded to 3 lanes in each

direction

Not considered

Monitor-Merrimac Bridge Tunnel Not considered Not considered 2026; $4 toll

(no + capacity)2026; $6 toll

(no + capacity) Not considered

Hampton Roads Bridge Tunnel 2026 Sensitivity Not considered

2026; $4 toll; expanded to 3 lanes in each

direction

2026; $6 toll; expanded to 3 lanes in each

direction

Not considered



Page 94

Other Disruption to traffic during construction

Not considered The best way is to introduce delays into scenarios or include as a sensitivity. Run sensitivity test in 2012 (peak and off peak) with a

180-second time penalty in MLK, MTT and DTT. Motorway Bonus

(LV and HV) 2015 Sensitivity Not considered Notconsidered

Notconsidered

Notconsidered

Construction Delay Not considered Not considered Not

considered Not

considered

1 year,green-field

projects

Table 30: Lenders’ Downside Case Average Toll Rates

MTT/DTT 2012 2016 2026 2034

Average car toll - peak $3.26 $2.85 $2.52 $2.72 Average car toll - off peak $3.02 $2.59 $1.87 $2.03


Average truck toll - off peak $6.05 $5.43 $5.00 $5.40

MLK Extension 2012 2016 2026 2034Average car toll - all periods $1.19 $1.04 $0.84


Average truck toll - off-peak $2.90 $2.59 $2.37 $2.56

8.3.1 Downside Case (2A): Compliance with the Concession Agreement

Similar to the Base Case, Arup developed a Downside Case scenario in order to gather a baseline understanding of a downside case without alternative facilities.Differences with the SDG forecasts are shown in Table 29 and include:


Delay in introduction of tolls

Lower E-ZPass penetration rate

Average toll rate

Reduced matrix size for light vehicles




Page 95

8.3.2 Downside Case (2B1): Inclusion of Competing Facilities with a Conservative Toll

Similar to Base Case 1A1, a Downside Case 2B1 scenario was developed to introduce competing facilities into the future network with conservative toll rates. As listed in Table 29, the following additions to Downside Case 2A include:

High Rise Bridge: Expanded to three lanes in each direction in 2034, untolled.

Patriots Crossing: Opening 2026 with a light vehicle peak period toll of $3.

Gilmerton Bridge: Expanded to three lanes in each direction in 2034, untolled.

Monitor-Merrimac Bridge Tunnel: Light vehicle peak period toll of $4 added in 2026, no capacity improvements.

Hampton Roads Bridge Tunnel: Light vehicle peak period toll of $4 added in 2026, expanded to three lanes in each direction.

8.3.3 Downside Case (2B2): Inclusion of Competing Facilities with an Aggressive Toll

Similar to Base Case 1A2, a Downside Case 2B2 scenario was developed to introduce competing facilities into the future network with more aggressive toll rates. As listed in Table 29, the following additions to Downside Case 2A include:

High Rise Bridge: Expanded to three lanes in each direction in 2034, untolled.

Patriots Crossing: Opening 2026 with a light vehicle peak period toll of $5.

Gilmerton Bridge: Expanded to three lanes in each direction in 2034, untolled.

Monitor-Merrimac Bridge Tunnel: Light vehicle peak period toll of $6 added in 2026, no capacity improvements.

Hampton Roads Bridge Tunnel: Light vehicle peak period toll of $6 added in 2026, expanded to three lanes in each direction.

8.3.4 Downside Case (2C): Construction Delay As with all infrastructure projects, there is a chance of construction delay for the greenfield components. In discussions with ERC, Arup opted to create a separate Downside Case 2C scenario to model Downside Case 2A with a one-year delay in construction to the MLK Extension and new MTT tube. No competing facilities were added to this scenario. This scenario includes the following changes to the SDG forecast as shown in Table 29.



Page 96


Delay in introduction of tolls

Lower E-ZPass penetration rate

Average toll rate

Reduced matrix size for light vehicles


Construction delay of one year for MTT and MLK Extension

8.3.5 Annual Traffic Forecast: Downside Case Scenarios The annual traffic forecasts for the downside case scenarios are shown below for the Project. We have provided graphs for total traffic, light vehicle traffic, and heavy vehicle traffic. Supporting tables are in Appendix G. Additional graphs by facility can be found in Appendix J.

Figure 48: Downside Case Scenarios - Project Annual Traffic

Figure 49: Downside Case Scenarios - Project Annual Traffic Light Vehicles

0

10000000

20000000

30000000

40000000

50000000

60000000

70000000

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

Project Annual Traffic - Downside Case

Centra l Case DS 2C DS 2A DS 2B1 DS 2B2 Historic

0

10.000.000

20.000.000

30.000.000

40.000.000

50.000.000

60.000.000

70.000.000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

s

Project Annual Traffic - Light vehicles Downside Case

Central Case LV DS 2C_LV DS 2A_LV DS 2B1_LV DS 2B2_LV Historic



Page 97

Figure 50: Downside Case Scenarios - Project Annual Traffic Heavy Goods Vehicles

8.3.6 Annual Revenue Forecast: Downside Case Scenarios The annual revenue forecasts for the downside case scenarios are shown below for the Project. We have provided graphs for total revenues, light vehicle revenues, and heavy vehicle revenues for each of the three project facilities. Supporting tables are in Appendix H. Additional graphs by facility can be found in Appendix J.

Figure 51: Downside Case Scenarios - Project Annual Revenue

0

500.000

1.000.000

1.500.000

2.000.000

2.500.000

3.000.000

3.500.000

4.000.000

4.500.000

5.000.000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

sProject Annual Traffic - Heavy Vehicles Downside Case

Central Case HV DS 2C_HV DS 2A_HV DS 2B1_HV DS 2B2_HV Historic

0.00

50.00

100.00

150.00

200.00

250.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

Project Annual Revenue (2010$mn) - Downside Case

Central Case DS 2C DS 2A DS 2B1 DS 2B2



Page 98

Figure 52: Downside Case Scenarios - Project Annual Revenue Light Vehicles

Figure 53: Downside Case Scenarios - Project Annual Revenue Heavy Goods Vehicles

8.4 Revenue ReductionsThis section describes revenue reductions applied to the base and downside case in the revenue forecast. As directed by ERC, SDG’s revenue forecast did not include revenue reductions (rather ERC applied these reductions in the financial model as described below). Arup’s revenue forecasts for the base and downside cases have incorporated these reductions for the specific purpose of a more conservative approach for the benefit of the lenders or bond investors.

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

160.00

180.00

200.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

Project Annual Revenue (2010$mn) - Light Vehicles Downside Case

Central Case LV DS 2C_LV DS 2A_LV DS 2B1_LV DS 2B2_LV

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

40.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

Project Annual Revenue (2010$mn) - Heavy Vehicles Downside Case

Central Case HV DS 2C_HV DS 2A_HV DS 2B1_HV DS 2B2_HV



Page 99

Leakage estimates differ for the two tolling systems (transponder and video), therefore E-ZPass penetration estimates are relevant in the calculation of revenue reductions. According to ERC, 75.71% of the drivers would use an E-ZPass transponder in 2012, and 24.29% would be identified by the video tolling system. For the opening year (2016), the proportion of E-ZPass users would increase to 86.88% and to a maximum of 90% in 2026, which means ERC is assuming that from 2026 onwards, only 10% of all drivers would be using the video tolling system.

Arup opines that while the E-ZPass penetration target of 90% for 2026 is adequate, the starting point might be somewhat optimistic. Therefore we have reduced the initial transponder penetration rate down to 70% in for the Arup Base Case and to 50% for the Arup Downside Case. ERC and Arup’s estimation for E-ZPass penetration are shown in Table 31.

Table 31: Estimations for E-ZPass and Video Penetration

Year ERC (SDG) Arup Base Arup Downside

E-ZPass Video E-ZPass Video E-ZPass Video

2012 75.71% 24.29% 70.00% 30.00% 50.00% 50.00% 2013 78.50% 21.50% 71.43% 28.57% 52.86% 47.14% 2014 81.29% 18.71% 72.86% 27.14% 55.71% 44.29% 2015 84.08% 15.92% 74.29% 25.71% 58.57% 41.43% 2016 86.88% 13.13% 75.71% 24.29% 61.43% 38.57% 2017 87.19% 12.81% 77.14% 22.86% 64.29% 35.71% 2018 87.50% 12.50% 78.57% 21.43% 67.14% 32.86% 2019 87.81% 12.19% 80.00% 20.00% 70.00% 30.00% 2020 88.13% 11.88% 81.43% 18.57% 72.86% 27.14% 2021 88.44% 11.56% 82.86% 17.14% 75.71% 24.29% 2022 88.75% 11.25% 84.29% 15.71% 78.57% 21.43% 2023 89.06% 10.94% 85.71% 14.29% 81.43% 18.57% 2024 89.38% 10.63% 87.14% 12.86% 84.29% 15.71% 2025 89.69% 10.31% 88.57% 11.43% 87.14% 12.86% 2026-2034 90.00% 10.00% 90.00% 10.00% 90.00% 10.00%

2034-2069 90.00% 10.00% 90.00% 10.00% 90.00% 10.00%



Page 100

It is worth noting in Table 31 that ERC has a target penetration rate of 86.88% for 2016. ERC’s estimation for E-ZPass penetration for interim years has been linearly interpolated for the periods 2012-2016 and 2016-2026.

However, for the Arup Base and Downside cases, we have removed the 2016 E-ZPass penetration target (thus eliminating the uncertainties about the opening year’s penetration rate) and the interim years have been worked out following linear interpolation for the period 2012-2026.

Together with the estimation of E-ZPass penetration, the basis for applying these reductions is derived from the following factors:

Exemptions for vehicles that do not need to pay a toll due to regulations.This has been estimated by ERC at 1.56%. It is further assumed that no HGVs are exempt. Arup believes that any figure between 1-2% is a reasonable assumption.

Benchmarking Initial E-ZPass Penetration

In order to benchmark E-ZPass initial penetration levels for the MTT, it is important to differentiate between two types of projects: A) projects with traditional toll plazas, featuring both manual and electronic lanes, and B) full electronic tolling or multi-lane free flow projects:

A) In the case of projects with traditional toll plazas, transponder penetration at the start of revenue operation usually ranges from 5% to 10% of the transactions, reaching 30% to 50% after several years of operation. The statistics on North American and European toll roads demonstrates this start-up effect. Normally, this type of project does not process transactions based on license plate reading or video tolling. In the case of MTT, higher video toll rates relative to E-ZPass toll rates may create an incentive for higher transponder usage, i.e. a higher penetration rate.

B) In the case of full electronic tolling projects, electronic tolling penetration at the commencement of toll operations has been observed to be higher, reaching 80-90% in the first year, particularly after important public and road user publicity, communications, outreach and a campaign for distributing transponders for free or at reduced or nominal purchase prices, at many toll facilities around the world. In many of these projects, video tolling is either not accepted or has high over costs for the user. Since video tolling generally has higher processing costs and higher leakage rates associated with its usage, it is reserved for non-frequent users, who have lower resistance to higher toll tariff. Examples of such projects include the Costanera Norte in Santiago de Chile, which had 97% tag penetration on the first day of operation, having one million tags distributed in advance. Many Multi Lane Free Flow (MLFF) projects in Santiago and Australia, such as Melbourne Citylink, experienced high electronic tolling penetration rates of 80% and higher.

For this Project, the recommended E-ZPass penetration rates of 70%-90% assume the implementation of a significant communication campaign, prior to the commencement of Project operations. This campaign should be oriented to demonstrate the future project benefits, which will be tangible three years after the beginning of tolling.



Page 101

Secondly, based on technical characteristics of both the E-ZPass and the video systems, it is sensible to allow for a fraction of users that will be unbillable (technical leakage):

o Unregistered E-ZPass users (unbillable users): Estimated by ERC and Federal Signal at 0.01% of the total transactions. Arup believes this is a reasonable assumption, with further details provided in the Lenders’ Technical Advisor report.

o Unreadable license plates: Estimated by ERC at 8.0% of all video transactions. Arup believes this is a conservative assumption, with further details provided in the Lenders’ Technical Advisor report.

o Evasion (unpaid tolls): Considered bad debt and estimated by ERC as 0.60% of all E-ZPass transactions and 9.60% of all video transactions. This 9.60% of unpaid tolls for video transactions would cover both local users opting not to pay and out-of-state users not identified (or difficult to identity. Arup believes the E-ZPass assumption to be reasonable, while the video transaction assumption is conservative.

o A process will be in place to pursue collection of bad debts, and we expect that some will be recovered. ERC estimates that bad-debt recovery will be 20% for the first year of tolling, 40% for the second year and 60% for all subsequent years.

The factors described above are summarized in the following table.

Table 32: Key inputs for leakage estimation

Tolling Costs and Assumptions from ERC

Exempt Vehicles 1.56% (of Light Vehicles)

Technical leakage Transponder Unbillable 0.01%

Video Unreadable 8.0%

Unpaid tolls Video 9.60%

Transponder 0.60%

Bad Debt (Unrecoverable Losses)

2012 80% 2013 60% 2014 40%

2015 - end of concession 40%

Because the E-ZPass penetration rate estimate is stable from 2026 onwards, it is estimated that the toll reduction estimate will remain the same through the end of the concession.

The figure below shows the process in which the leakages were calculated to derive reduced revenues.



Page 102

Figure 54: Revenue reduction methodology

The overall percentage of revenue reductions as a result of the above process is presented in the following table.

Table 33: Revenues reduced due to exempt vehicles, technical leakages and fare evasion

Case

Year 1A 1B1 1B2 2A 2B1 2B2 2C2012 -9.71% -9.71% -9.71% 0.00% 0.00% 0.00% 0.00% 2013 -8.97% -8.97% -8.97% -11.48% -11.48% -11.48% -11.48% 2014 -7.76% -7.76% -7.76% -9.91% -9.91% -9.91% -9.91% 2015 -7.07% -7.07% -7.07% -9.00% -9.00% -9.00% -9.00% 2016 -6.81% -6.81% -6.81% -8.65% -8.65% -8.65% -8.68% 2017 -6.55% -6.55% -6.55% -8.28% -8.28% -8.28% -8.30% 2018 -6.29% -6.29% -6.29% -7.92% -7.92% -7.92% -7.92% 2019 -6.04% -6.04% -6.04% -7.53% -7.53% -7.53% -7.53% 2020 -5.79% -5.79% -5.79% -7.12% -7.12% -7.12% -7.12% 2021 -5.51% -5.51% -5.51% -6.69% -6.69% -6.69% -6.69% 2022 -5.24% -5.24% -5.24% -6.22% -6.22% -6.22% -6.22% 2023 -4.96% -4.96% -4.96% -5.73% -5.73% -5.73% -5.73% 2024 -4.68% -4.68% -4.68% -5.21% -5.21% -5.21% -5.21% 2025 -4.36% -4.36% -4.36% -4.65% -4.65% -4.65% -4.65% 2026-2034 -4.06% -4.09% -4.09% -4.05% -4.08% -4.08% -4.05%

2034-2069 -4.03% -4.07% -4.06% -4.02% -4.13% -4.12% -4.02%

Revenue receivedRevenue leakage

TotalTrafficTransactions

Non ExemptTraffic

Exempt Traffic1.56%of LV

EZPass

Video

Unbillabletags 0.01%

Identifieddebtor BadDebt

0.6%

Payment

Identifieddebtor

Unreadableplates 8%

BadDebt9.6%

Payment

Recovereddebt

Not recovered(20 60%)

Recovereddebt

Not recovered(20 60%)



Page 103

8.5 Arup Forecast SummaryPresented below is a summary of Arup’s forecasts for the Project. While Arup notes the compensatory adjustment provisions inherent in the Comprehensive Agreement, we view it important to outline potential downside scenarios to fulfill our duty of care to potential bond investors.

8.5.1 Base Case Arup’s traffic and revenue forecasts are more conservative than SDG’s.

In Arup’s Base Case 1A, it is estimated that 30.4 million vehicles will utilize the Project facilities in 2013, increasing at a CAGR of 1.2% to 60 million vehicles by 2069. Revenues are forecasted to increase from $73 million in 2013 to $194 million by 2069, at a CAGR of 1.8%.

Arup’s forecasted revenues are slightly higher than SDG’s during the first years of MTT and DTT operation as a result of Arup’s lower E-ZPass penetration rates. (Video users pay higher tolls than E-Z Pass users due to the video surcharge.)

The three Arup Base Case Scenarios exhibited a clear divergence in 2026, when Base Cases 1B1 and 1B2 took into consideration the opening of competing facilities. On average, projected traffic for Case 1B1 was lower than 1A by 5.6% per year from 2026 to the end of the forecast, while Case 1B2 was on average lower by 3.7% per year. Case 1B2 assumed a more aggressive toll rate on the competing facilities than Case 1B1.

8.5.2 Downside Cases Arup’s downside traffic forecasts are considerably lower than SDG’s, due to a lower traffic count, lower E-ZPass penetration rates and ramp up percentages.

Arup’s downside revenues are higher than SDG’s during the first years of operation, as the negative effect of the downside case’s smaller traffic trip base (lower total number of trips) is outweighed by the positive revenue impact from Arup’s lower downside E-ZPass penetration rate assumptions (reduced to 50%).

A comparison of Scenarios 2A and 2C shows that a one-year construction delay in the greenfield projects has a minimal impact on forecasted traffic.

Scenarios 2B1 and 2B2 show the impact of competing facilities on the Project. Traffic is forecasted to be lower than that forecasted in Case 2A by 9.3% and 8.5% for Case 2B1 and 2B2 respectively. Case 2B2 assumes a higher toll on the competing facilities, compared to Case 2B1.

Presented below are the Sponsor and Lender annual revenue projections for the Project. Scenarios 2B1 and 2B2 are not shown because the Comprehensive



Page 104

Agreement provides compensation in these scenarios, and this contract provision is outside the scope of this study.

Figure 55: Sponsor and Lender Cases Revenue Projections



Page 105

Appendix A: Base 1A Annual Traffic & Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 1,974,560 71,047 2,045,607 4.51 0.41 4.9 4,739,983 146,282 4,886,265 10.78 0.81 11.62013 8,802,727 323,047 9,125,774 19.52 1.83 21.4 20,551,849 681,447 21,233,296 45.39 3.75 49.12014 10,957,698 409,992 11,367,690 23.55 2.28 25.8 24,870,074 888,445 25,758,520 53.30 4.84 58.12015 11,599,707 442,332 12,042,039 24.05 2.40 26.4 25,581,569 987,472 26,569,041 52.95 5.31 58.32016 12,826,899 496,367 13,323,266 26.22 2.71 28.9 26,293,951 1,102,834 27,396,785 53.35 5.95 59.3 1,873,230 328,174 2,201,404 1.56 0.70 2.32017 14,020,044 529,401 14,549,445 28.79 2.97 31.8 25,489,404 1,086,983 26,576,387 51.70 5.95 57.7 3,888,866 672,172 4,561,038 3.19 1.41 4.62018 14,565,610 541,684 15,107,294 29.92 3.08 33.0 24,928,318 1,079,914 26,008,231 50.52 6.00 56.5 3,983,117 676,109 4,659,226 3.26 1.43 4.72019 14,868,017 544,568 15,412,586 30.57 3.14 33.7 25,171,473 1,107,824 26,279,296 50.99 6.26 57.2 4,079,680 680,069 4,759,749 3.32 1.45 4.82020 15,177,099 547,481 15,724,580 31.21 3.20 34.4 25,417,081 1,136,545 26,553,626 51.43 6.53 58.0 4,178,613 684,052 4,862,665 3.40 1.47 4.92021 15,493,009 550,424 16,043,433 31.84 3.26 35.1 25,665,168 1,166,104 26,831,272 51.84 6.81 58.7 4,279,974 688,058 4,968,033 3.46 1.48 4.92022 15,815,906 553,397 16,369,303 32.53 3.32 35.9 25,915,759 1,196,529 27,112,288 52.35 7.10 59.4 4,383,824 692,088 5,075,912 3.54 1.50 5.02023 16,145,952 556,400 16,702,351 33.23 3.39 36.6 26,168,882 1,227,846 27,396,727 52.84 7.42 60.3 4,490,224 696,142 5,186,365 3.61 1.52 5.12024 16,483,313 559,433 17,042,746 33.91 3.45 37.4 26,424,561 1,260,085 27,684,646 53.30 7.75 61.0 4,599,237 700,219 5,299,456 3.69 1.54 5.22025 16,828,159 562,496 17,390,655 34.57 3.52 38.1 26,682,825 1,293,276 27,976,100 53.71 8.09 61.8 4,710,929 704,320 5,415,249 3.77 1.56 5.32026 17,071,139 555,161 17,626,300 34.94 3.52 38.5 26,965,594 1,324,035 28,289,628 54.07 8.38 62.4 4,873,088 726,057 5,599,145 3.88 1.62 5.52027 17,410,387 563,976 17,974,363 35.96 3.61 39.6 27,081,979 1,362,776 28,444,755 54.86 8.73 63.6 4,929,827 747,261 5,677,088 3.96 1.68 5.62028 17,757,277 572,931 18,330,208 36.97 3.70 40.7 27,198,992 1,402,704 28,601,695 55.61 9.09 64.7 4,987,380 769,091 5,756,471 4.05 1.75 5.82029 18,111,994 582,256 18,694,250 38.03 3.80 41.8 27,316,634 1,443,499 28,760,133 56.40 9.47 65.9 5,045,760 789,778 5,835,538 4.13 1.81 5.92030 18,474,730 591,732 19,066,462 39.13 3.90 43.0 27,434,911 1,485,555 28,920,466 57.23 9.86 67.1 5,104,980 811,034 5,916,013 4.22 1.88 6.12031 18,845,679 601,362 19,447,041 40.24 4.00 44.2 27,553,826 1,528,912 29,082,738 58.02 10.27 68.3 5,165,053 832,874 5,997,926 4.31 1.95 6.32032 19,225,042 611,150 19,836,192 41.41 4.11 45.5 27,673,384 1,573,614 29,246,998 58.86 10.69 69.6 5,225,992 855,315 6,081,307 4.41 2.02 6.42033 19,613,024 621,097 20,234,121 42.64 4.22 46.9 27,793,588 1,619,705 29,413,293 59.74 11.14 70.9 5,287,811 878,374 6,166,185 4.50 2.10 6.62034 19,957,986 624,221 20,582,207 43.75 4.27 48.0 27,926,391 1,640,702 29,567,092 60.63 11.40 72.0 5,299,088 888,767 6,187,855 4.56 2.14 6.72035 20,160,533 629,176 20,789,708 44.61 4.34 48.9 27,987,182 1,664,963 29,652,145 61.37 11.69 73.1 5,330,650 901,732 6,232,382 4.63 2.19 6.82036 20,365,394 634,170 20,999,563 45.46 4.42 49.9 28,048,139 1,689,600 29,737,739 62.10 11.99 74.1 5,362,441 914,887 6,277,329 4.69 2.25 6.92037 20,572,596 639,203 21,211,800 46.32 4.50 50.8 28,109,261 1,714,618 29,823,879 62.81 12.29 75.1 5,394,463 928,237 6,322,700 4.77 2.30 7.12038 20,782,170 644,277 21,426,447 47.22 4.58 51.8 28,170,548 1,740,025 29,910,574 63.56 12.61 76.2 5,426,717 941,784 6,368,501 4.85 2.36 7.22039 20,994,143 649,391 21,643,534 48.17 4.66 52.8 28,232,002 1,765,826 29,997,829 64.37 12.94 77.3 5,459,205 955,530 6,414,736 4.93 2.42 7.32040 21,208,545 654,546 21,863,091 49.10 4.74 53.8 28,293,623 1,792,028 30,085,651 65.15 13.27 78.4 5,491,929 969,480 6,461,409 5.01 2.47 7.52041 21,316,976 657,144 21,974,120 49.81 4.81 54.6 28,324,517 1,805,333 30,129,850 65.83 13.50 79.3 5,508,411 976,557 6,484,968 5.07 2.52 7.62042 21,426,029 659,752 22,085,781 50.55 4.87 55.4 28,355,453 1,818,741 30,174,194 66.57 13.74 80.3 5,524,952 983,687 6,508,638 5.13 2.56 7.72043 21,535,708 662,370 22,198,079 51.30 4.94 56.2 28,386,432 1,832,253 30,218,684 67.31 13.99 81.3 5,541,553 990,869 6,532,422 5.20 2.61 7.82044 21,646,018 664,999 22,311,017 52.05 5.01 57.1 28,417,452 1,845,870 30,263,322 68.05 14.23 82.3 5,558,215 998,104 6,556,319 5.27 2.65 7.92045 21,756,961 667,638 22,424,599 52.81 5.08 57.9 28,448,514 1,859,594 30,308,108 68.79 14.49 83.3 5,574,937 1,005,393 6,580,330 5.33 2.70 8.02046 21,812,751 668,963 22,481,714 53.43 5.14 58.6 28,464,067 1,866,509 30,330,575 69.46 14.69 84.1 5,583,329 1,009,064 6,592,393 5.39 2.73 8.12047 21,868,702 670,291 22,538,993 54.09 5.20 59.3 28,479,630 1,873,451 30,353,080 70.20 14.89 85.1 5,591,736 1,012,749 6,604,484 5.45 2.77 8.22048 21,924,814 671,621 22,596,435 54.77 5.26 60.0 28,495,203 1,880,420 30,375,623 70.94 15.09 86.0 5,600,158 1,016,447 6,616,605 5.51 2.81 8.32049 21,981,087 672,954 22,654,041 55.43 5.32 60.8 28,510,787 1,887,416 30,398,203 71.67 15.30 87.0 5,608,595 1,020,159 6,628,754 5.58 2.84 8.42050 22,037,522 674,289 22,711,811 56.12 5.38 61.5 28,526,382 1,894,439 30,420,821 72.43 15.51 87.9 5,617,048 1,023,885 6,640,933 5.64 2.88 8.52051 22,065,821 674,958 22,740,779 56.72 5.44 62.2 28,534,185 1,897,965 30,432,149 73.13 15.69 88.8 5,621,283 1,025,754 6,647,037 5.70 2.92 8.62052 22,094,160 675,628 22,769,788 57.32 5.50 62.8 28,541,990 1,901,497 30,443,487 73.84 15.88 89.7 5,625,521 1,027,627 6,653,148 5.76 2.95 8.72053 22,122,540 676,298 22,798,839 57.95 5.56 63.5 28,549,798 1,905,036 30,454,834 74.58 16.06 90.6 5,629,762 1,029,504 6,659,266 5.81 2.98 8.82054 22,150,961 676,969 22,827,931 58.60 5.62 64.2 28,557,608 1,908,582 30,466,191 75.34 16.25 91.6 5,634,008 1,031,384 6,665,392 5.87 3.02 8.92055 22,179,423 677,641 22,857,064 59.25 5.68 64.9 28,565,422 1,912,135 30,477,557 76.11 16.44 92.6 5,638,258 1,033,268 6,671,525 5.93 3.05 9.02056 22,193,675 677,977 22,871,652 59.86 5.74 65.6 28,569,330 1,913,915 30,483,245 76.85 16.62 93.5 5,640,385 1,034,211 6,674,596 5.99 3.08 9.12057 22,207,937 678,314 22,886,250 60.48 5.80 66.3 28,573,238 1,915,697 30,488,936 77.61 16.80 94.4 5,642,512 1,035,156 6,677,668 6.06 3.12 9.22058 22,222,209 678,650 22,900,859 61.10 5.86 67.0 28,577,148 1,917,481 30,494,628 78.38 16.98 95.4 5,644,641 1,036,101 6,680,742 6.12 3.15 9.32059 22,236,491 678,987 22,915,478 61.74 5.92 67.7 28,581,058 1,919,266 30,500,323 79.16 17.16 96.3 5,646,771 1,037,047 6,683,818 6.18 3.18 9.42060 22,250,784 679,324 22,930,107 62.37 5.98 68.3 28,584,968 1,921,053 30,506,021 79.94 17.35 97.3 5,648,901 1,037,994 6,686,895 6.25 3.22 9.52061 22,257,935 679,492 22,937,427 62.99 6.04 69.0 28,586,924 1,921,947 30,508,871 80.70 17.53 98.2 5,649,967 1,038,468 6,688,435 6.30 3.25 9.62062 22,265,089 679,661 22,944,750 63.61 6.10 69.7 28,588,880 1,922,842 30,511,722 81.49 17.71 99.2 5,651,033 1,038,942 6,689,975 6.36 3.28 9.62063 22,272,246 679,829 22,952,075 64.26 6.16 70.4 28,590,836 1,923,737 30,514,573 82.29 17.89 100.2 5,652,099 1,039,416 6,691,516 6.43 3.32 9.72064 22,279,405 679,998 22,959,403 64.91 6.22 71.1 28,592,792 1,924,633 30,517,424 83.11 18.07 101.2 5,653,166 1,039,891 6,693,057 6.49 3.35 9.82065 22,286,566 680,167 22,966,733 65.58 6.28 71.9 28,594,748 1,925,529 30,520,277 83.95 18.26 102.2 5,654,233 1,040,366 6,694,598 6.56 3.38 9.92066 22,290,149 680,251 22,970,400 66.25 6.34 72.6 28,595,726 1,925,977 30,521,703 84.79 18.44 103.2 5,654,766 1,040,603 6,695,370 6.62 3.42 10.02067 22,293,731 680,335 22,974,067 66.90 6.41 73.3 28,596,705 1,926,425 30,523,130 85.61 18.62 104.2 5,655,300 1,040,841 6,696,141 6.69 3.45 10.12068 22,297,315 680,420 22,977,735 67.55 6.47 74.0 28,597,683 1,926,874 30,524,557 86.44 18.81 105.2 5,655,833 1,041,078 6,696,912 6.75 3.49 10.22069 22,300,899 680,504 22,981,403 68.22 6.53 74.8 28,598,661 1,927,322 30,525,984 87.29 19.00 106.3 5,656,367 1,041,316 6,697,683 6.82 3.52 10.3

Annual Traffic Annual Revenue (2010$mn) Annual Traffic Annual Revenue (2010$mn) Annual Traffic Annual Revenue (2010$mn)

Annual AADT & Revenue BASE 1AMTT - BASE 1A DTT- BASE 1A MLK - BASE 1A



Page 106

Daily Traffic & Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 21,463 772 22,235 49,075 4,477 53,552 51,522 1,590 53,112 117,199 8,840 126,039 0 0 02013 24,117 885 25,002 53,481 5,023 58,504 56,306 1,867 58,173 124,357 10,272 134,629 0 0 02014 30,021 1,123 31,144 64,533 6,244 70,777 68,137 2,434 70,571 146,041 13,268 159,308 0 0 02015 31,780 1,212 32,992 65,898 6,563 72,460 70,086 2,705 72,792 145,076 14,540 159,616 0 0 02016 35,142 1,360 36,502 71,837 7,425 79,262 72,092 3,021 75,114 146,171 16,307 162,478 5,132 899 6,031 4,281 1,910 6,1912017 38,411 1,450 39,861 78,890 8,135 87,026 70,048 2,978 73,026 141,657 16,312 157,969 10,654 1,842 12,496 8,734 3,871 12,6052018 39,906 1,484 41,390 81,983 8,436 90,419 68,507 2,959 71,465 138,398 16,452 154,850 10,913 1,852 12,765 8,918 3,918 12,8362019 40,734 1,492 42,226 83,754 8,601 92,355 69,175 3,035 72,210 139,687 17,153 156,840 11,177 1,863 13,040 9,101 3,969 13,0702020 41,581 1,500 43,081 85,512 8,769 94,280 69,850 3,114 72,964 140,905 17,889 158,794 11,448 1,874 13,322 9,302 4,020 13,3222021 42,447 1,508 43,955 87,233 8,935 96,168 70,532 3,195 73,727 142,040 18,653 160,693 11,726 1,885 13,611 9,487 4,067 13,5532022 43,331 1,516 44,847 89,114 9,105 98,219 71,221 3,278 74,499 143,414 19,460 162,874 12,010 1,896 13,907 9,696 4,114 13,8102023 44,235 1,524 45,760 91,031 9,283 100,313 71,916 3,364 75,280 144,780 20,317 165,097 12,302 1,907 14,209 9,900 4,168 14,0682024 45,160 1,533 46,692 92,907 9,464 102,371 72,619 3,452 76,071 146,037 21,221 167,259 12,601 1,918 14,519 10,115 4,222 14,3372025 46,105 1,541 47,646 94,708 9,642 104,350 73,329 3,543 76,872 147,154 22,158 169,312 12,907 1,930 14,836 10,337 4,274 14,6112026 46,770 1,521 48,291 95,732 9,642 105,373 74,071 3,627 77,699 148,128 22,966 171,093 13,464 1,740 15,204 10,619 4,434 15,0532027 47,700 1,545 49,245 98,516 9,892 108,408 74,391 3,734 78,125 150,306 23,914 174,220 13,640 1,794 15,434 10,844 4,607 15,4512028 48,650 1,570 50,220 101,283 10,149 111,432 74,713 3,843 78,556 152,363 24,904 177,267 13,817 1,851 15,668 11,107 4,792 15,8992029 49,622 1,595 51,217 104,183 10,418 114,601 75,036 3,955 78,991 154,528 25,937 180,465 13,998 1,909 15,907 11,321 4,967 16,2882030 50,616 1,621 52,237 107,216 10,692 117,908 75,361 4,070 79,431 156,794 27,010 183,804 14,181 1,969 16,149 11,551 5,151 16,7012031 51,632 1,648 53,280 110,243 10,973 121,216 75,687 4,189 79,876 158,949 28,129 187,078 14,366 2,030 16,396 11,814 5,345 17,1592032 52,671 1,674 54,346 113,462 11,260 124,722 76,016 4,311 80,327 161,272 29,293 190,565 14,554 2,094 16,648 12,070 5,543 17,6132033 53,734 1,702 55,436 116,809 11,557 128,366 76,346 4,438 80,784 163,672 30,513 194,185 14,745 2,160 16,905 12,321 5,746 18,0672034 54,679 1,710 56,390 119,858 11,688 131,546 76,711 4,495 81,206 166,106 31,228 197,333 14,753 2,080 16,832 12,483 5,868 18,3512035 55,234 1,724 56,958 122,206 11,895 134,102 76,878 4,562 81,440 168,135 32,026 200,161 14,850 2,112 16,962 12,682 6,009 18,6912036 55,796 1,737 57,533 124,558 12,105 136,663 77,045 4,629 81,675 170,136 32,843 202,979 14,948 2,145 17,093 12,851 6,154 19,0052037 56,363 1,751 58,115 126,896 12,319 139,216 77,213 4,698 81,911 172,074 33,683 205,757 15,047 2,179 17,226 13,068 6,306 19,3742038 56,937 1,765 58,703 129,358 12,540 141,899 77,382 4,767 82,149 174,138 34,552 208,691 15,147 2,213 17,360 13,293 6,460 19,7532039 57,518 1,779 59,297 131,965 12,766 144,732 77,551 4,838 82,388 176,361 35,446 211,807 15,247 2,248 17,495 13,505 6,618 20,1222040 58,106 1,793 59,899 134,534 12,993 147,527 77,720 4,910 82,630 178,485 36,355 214,840 15,348 2,283 17,631 13,723 6,780 20,5042041 58,403 1,800 60,203 136,456 13,169 149,625 77,805 4,946 82,751 180,367 36,993 217,359 15,399 2,301 17,699 13,891 6,896 20,7872042 58,701 1,808 60,509 138,495 13,351 151,846 77,890 4,983 82,873 182,391 37,650 220,041 15,450 2,319 17,769 14,064 7,015 21,0792043 59,002 1,815 60,817 140,553 13,535 154,089 77,975 5,020 82,995 184,424 38,318 222,742 15,501 2,337 17,838 14,256 7,140 21,3962044 59,304 1,822 61,126 142,614 13,721 156,336 78,060 5,057 83,117 186,443 38,996 225,439 15,552 2,355 17,908 14,437 7,261 21,6982045 59,608 1,829 61,437 144,686 13,910 158,596 78,145 5,095 83,240 188,458 39,688 228,146 15,604 2,374 17,978 14,603 7,385 21,9892046 59,761 1,833 61,594 146,382 14,074 160,456 78,188 5,114 83,302 190,314 40,233 230,548 15,630 2,383 18,013 14,768 7,485 22,2532047 59,914 1,836 61,751 148,200 14,241 162,441 78,231 5,133 83,364 192,322 40,792 233,114 15,656 2,393 18,048 14,933 7,585 22,5192048 60,068 1,840 61,908 150,048 14,409 164,458 78,274 5,152 83,426 194,361 41,354 235,715 15,682 2,402 18,084 15,099 7,687 22,7862049 60,222 1,844 62,066 151,876 14,579 166,455 78,317 5,171 83,488 196,365 41,923 238,288 15,708 2,411 18,119 15,281 7,789 23,0702050 60,377 1,847 62,224 153,759 14,752 168,511 78,359 5,190 83,550 198,434 42,504 240,938 15,734 2,421 18,154 15,448 7,897 23,3452051 60,454 1,849 62,304 155,398 14,909 170,308 78,381 5,200 83,581 200,364 43,000 243,364 15,747 2,426 18,172 15,604 7,987 23,5912052 60,532 1,851 62,383 157,044 15,068 172,112 78,402 5,210 83,612 202,297 43,502 245,799 15,760 2,430 18,190 15,773 8,078 23,8502053 60,610 1,853 62,463 158,762 15,230 173,992 78,424 5,219 83,643 204,322 44,012 248,333 15,773 2,435 18,208 15,926 8,170 24,0962054 60,688 1,855 62,542 160,544 15,394 175,938 78,445 5,229 83,674 206,424 44,529 250,953 15,786 2,440 18,226 16,091 8,263 24,3542055 60,766 1,857 62,622 162,320 15,560 177,880 78,467 5,239 83,705 208,515 45,053 253,568 15,799 2,445 18,244 16,253 8,358 24,6102056 60,805 1,857 62,662 163,987 15,719 179,705 78,477 5,244 83,721 210,557 45,535 256,092 15,806 2,447 18,253 16,406 8,448 24,8532057 60,844 1,858 62,702 165,685 15,881 181,566 78,488 5,248 83,737 212,640 46,029 258,668 15,812 2,449 18,262 16,592 8,540 25,1322058 60,883 1,859 62,742 167,396 16,045 183,441 78,499 5,253 83,752 214,735 46,525 261,260 15,819 2,452 18,271 16,762 8,631 25,3932059 60,922 1,860 62,782 169,142 16,209 185,350 78,510 5,258 83,768 216,874 47,023 263,897 15,825 2,454 18,280 16,927 8,723 25,6492060 60,961 1,861 62,822 170,881 16,375 187,257 78,520 5,263 83,783 219,004 47,531 266,535 15,832 2,457 18,289 17,110 8,816 25,9262061 60,981 1,862 62,842 172,563 16,539 189,102 78,526 5,266 83,791 221,108 48,018 269,125 15,835 2,458 18,293 17,274 8,907 26,1812062 61,000 1,862 62,862 174,284 16,703 190,988 78,531 5,268 83,799 223,261 48,507 271,768 15,839 2,459 18,298 17,432 8,998 26,4302063 61,020 1,863 62,882 176,044 16,870 192,914 78,536 5,271 83,807 225,462 49,002 274,465 15,842 2,460 18,302 17,604 9,090 26,6942064 61,039 1,863 62,902 177,834 17,038 194,872 78,542 5,273 83,815 227,702 49,504 277,206 15,845 2,461 18,307 17,781 9,182 26,9632065 61,059 1,863 62,923 179,671 17,210 196,881 78,547 5,275 83,823 230,002 50,015 280,017 15,848 2,463 18,311 17,960 9,274 27,2332066 61,069 1,864 62,933 181,496 17,381 198,877 78,550 5,277 83,827 232,311 50,519 282,830 15,850 2,463 18,313 18,149 9,368 27,5172067 61,079 1,864 62,943 183,275 17,552 200,827 78,553 5,278 83,830 234,562 51,021 285,582 15,850 2,463 18,313 18,330 9,462 27,7922068 61,089 1,864 62,953 185,065 17,725 202,790 78,555 5,279 83,834 236,824 51,531 288,355 15,850 2,463 18,313 18,502 9,554 28,0562069 61,098 1,864 62,963 186,900 17,901 204,801 78,558 5,280 83,838 239,146 52,049 291,194 15,850 2,463 18,313 18,676 9,649 28,325

AADT Daily Revenue AADT Daily Revenue AADT Daily Revenue

AADT & Daily Revenue BASE 1AMTT - BASE 1A DTT- BASE 1A MLK - BASE 1A



Page 107

Appendix B: Base 1B1 Annual Traffic & Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 1,974,560 71,047 2,045,607 4.51 0.41 4.93 4,739,983 146,282 4,886,265 10.78 0.81 11.602013 8,802,727 323,047 9,125,774 19.52 1.83 21.35 20,551,849 681,447 21,233,296 45.39 3.75 49.142014 10,957,698 409,992 11,367,690 23.55 2.28 25.83 24,870,074 888,445 25,758,520 53.30 4.84 58.152015 11,599,707 442,332 12,042,039 24.05 2.40 26.45 25,581,569 987,472 26,569,041 52.95 5.31 58.262016 12,826,899 496,367 13,323,266 26.22 2.71 28.93 26,293,951 1,102,834 27,396,785 53.35 5.95 59.31 1,873,230 328,174 2,201,404 1.56 0.70 2.262017 14,020,044 529,401 14,549,445 28.79 2.97 31.76 25,489,404 1,086,983 26,576,387 51.70 5.95 57.66 3,888,866 672,172 4,561,038 3.19 1.41 4.602018 14,565,610 541,684 15,107,294 29.92 3.08 33.00 24,928,318 1,079,914 26,008,231 50.52 6.00 56.52 3,983,117 676,109 4,659,226 3.26 1.43 4.692019 14,868,017 544,568 15,412,586 30.57 3.14 33.71 25,171,473 1,107,824 26,279,296 50.99 6.26 57.25 4,079,680 680,069 4,759,749 3.32 1.45 4.772020 15,177,099 547,481 15,724,580 31.21 3.20 34.41 25,417,081 1,136,545 26,553,626 51.43 6.53 57.96 4,178,613 684,052 4,862,665 3.40 1.47 4.862021 15,493,009 550,424 16,043,433 31.84 3.26 35.10 25,665,168 1,166,104 26,831,272 51.84 6.81 58.65 4,279,974 688,058 4,968,033 3.46 1.48 4.952022 15,815,906 553,397 16,369,303 32.53 3.32 35.85 25,915,759 1,196,529 27,112,288 52.35 7.10 59.45 4,383,824 692,088 5,075,912 3.54 1.50 5.042023 16,145,952 556,400 16,702,351 33.23 3.39 36.61 26,168,882 1,227,846 27,396,727 52.84 7.42 60.26 4,490,224 696,142 5,186,365 3.61 1.52 5.132024 16,483,313 559,433 17,042,746 33.91 3.45 37.37 26,424,561 1,260,085 27,684,646 53.30 7.75 61.05 4,599,237 700,219 5,299,456 3.69 1.54 5.232025 16,828,159 562,496 17,390,655 34.57 3.52 38.09 26,682,825 1,293,276 27,976,100 53.71 8.09 61.80 4,710,929 704,320 5,415,249 3.77 1.56 5.332026 15,440,863 420,915 15,861,778 31.65 2.66 34.31 26,376,820 1,194,415 27,571,235 52.85 7.49 60.34 4,604,012 612,847 5,216,860 3.66 1.37 5.032027 15,771,679 425,972 16,197,651 32.63 2.72 35.35 26,491,899 1,227,517 27,719,417 53.62 7.80 61.42 4,662,861 623,969 5,286,830 3.74 1.40 5.152028 16,110,079 431,091 16,541,171 33.60 2.78 36.38 26,607,577 1,261,637 27,869,214 54.36 8.11 62.47 4,722,936 635,293 5,358,230 3.84 1.44 5.282029 16,456,247 436,445 16,892,692 34.62 2.84 37.46 26,723,856 1,296,463 28,020,319 55.13 8.44 63.58 4,784,265 645,361 5,429,627 3.92 1.48 5.402030 16,810,371 441,868 17,252,239 35.69 2.90 38.59 26,840,740 1,332,377 28,173,117 55.94 8.79 64.73 4,846,874 655,593 5,502,467 4.00 1.52 5.522031 17,172,642 447,361 17,620,003 36.76 2.96 39.72 26,958,233 1,369,418 28,327,651 56.71 9.15 65.86 4,910,790 665,990 5,576,780 4.10 1.56 5.662032 17,543,258 452,925 17,996,183 37.90 3.02 40.92 27,076,339 1,407,624 28,483,963 57.54 9.52 67.06 4,976,040 676,556 5,652,596 4.19 1.60 5.792033 17,922,422 458,561 18,380,982 39.08 3.09 42.17 27,195,061 1,447,036 28,642,097 58.40 9.91 68.31 5,042,653 687,294 5,729,946 4.29 1.64 5.932034 18,212,235 452,147 18,664,381 40.06 3.08 43.14 27,229,713 1,447,290 28,677,003 59.07 9.89 68.97 5,111,249 709,861 5,821,110 4.39 1.71 6.102035 18,409,626 454,869 18,864,495 40.88 3.13 44.01 27,289,574 1,467,527 28,757,101 59.79 10.14 69.94 5,145,515 716,303 5,861,818 4.47 1.74 6.212036 18,609,301 457,608 19,066,909 41.70 3.18 44.87 27,349,593 1,488,077 28,837,670 60.51 10.40 70.90 5,180,139 722,804 5,902,942 4.53 1.77 6.302037 18,811,287 460,365 19,271,652 42.51 3.22 45.74 27,409,768 1,508,946 28,918,714 61.19 10.66 71.86 5,215,124 729,364 5,944,488 4.61 1.81 6.422038 19,015,614 463,139 19,478,753 43.37 3.27 46.65 27,470,101 1,530,139 29,000,241 61.93 10.93 72.86 5,250,475 735,983 5,986,458 4.69 1.84 6.542039 19,222,309 465,931 19,688,240 44.28 3.33 47.60 27,530,593 1,551,662 29,082,255 62.72 11.21 73.93 5,286,195 742,663 6,028,858 4.77 1.88 6.652040 19,431,401 468,739 19,900,141 45.18 3.38 48.55 27,591,242 1,573,521 29,164,763 63.48 11.50 74.97 5,322,288 749,404 6,071,693 4.85 1.91 6.772041 19,537,161 470,153 20,007,313 45.84 3.42 49.26 27,621,647 1,584,620 29,206,267 64.14 11.70 75.84 5,340,524 752,805 6,093,329 4.91 1.94 6.852042 19,643,534 471,571 20,115,104 46.54 3.46 50.00 27,652,091 1,595,807 29,247,898 64.86 11.90 76.77 5,358,854 756,222 6,115,076 4.98 1.97 6.952043 19,750,525 472,993 20,223,518 47.25 3.50 50.76 27,682,575 1,607,081 29,289,656 65.59 12.11 77.70 5,377,281 759,654 6,136,935 5.05 2.00 7.052044 19,858,137 474,419 20,332,557 47.96 3.55 51.51 27,713,099 1,618,443 29,331,542 66.30 12.32 78.63 5,395,804 763,102 6,158,905 5.11 2.03 7.142045 19,966,375 475,851 20,442,226 48.68 3.59 52.27 27,743,663 1,629,894 29,373,557 67.02 12.54 79.56 5,414,423 766,565 6,180,988 5.18 2.05 7.232046 20,020,808 476,568 20,497,377 49.26 3.63 52.89 27,758,965 1,635,665 29,394,630 67.68 12.71 80.39 5,423,782 768,305 6,192,086 5.24 2.08 7.322047 20,075,400 477,287 20,552,687 49.88 3.67 53.55 27,774,277 1,641,458 29,415,735 68.40 12.89 81.28 5,433,164 770,048 6,203,213 5.30 2.10 7.402048 20,130,150 478,007 20,608,158 50.51 3.72 54.23 27,789,599 1,647,274 29,436,873 69.12 13.06 82.18 5,442,572 771,796 6,214,368 5.36 2.13 7.492049 20,185,060 478,729 20,663,789 51.14 3.76 54.89 27,804,932 1,653,112 29,458,044 69.83 13.24 83.08 5,452,004 773,547 6,225,551 5.42 2.16 7.582050 20,240,129 479,451 20,719,580 51.78 3.80 55.58 27,820,274 1,658,974 29,479,248 70.57 13.43 83.99 5,461,461 775,303 6,236,763 5.48 2.18 7.662051 20,267,744 479,813 20,747,557 52.34 3.84 56.17 27,827,950 1,661,916 29,489,866 71.26 13.58 84.84 5,466,201 776,183 6,242,384 5.54 2.21 7.742052 20,295,399 480,175 20,775,574 52.90 3.88 56.77 27,835,629 1,664,864 29,500,493 71.94 13.74 85.68 5,470,948 777,063 6,248,012 5.60 2.23 7.832053 20,323,094 480,537 20,803,631 53.48 3.92 57.40 27,843,310 1,667,818 29,511,128 72.66 13.90 86.56 5,475,701 777,945 6,253,646 5.65 2.25 7.912054 20,350,829 480,900 20,831,729 54.08 3.96 58.04 27,850,994 1,670,777 29,521,771 73.41 14.06 87.47 5,480,461 778,828 6,259,288 5.71 2.28 7.992055 20,378,605 481,263 20,859,868 54.69 4.00 58.69 27,858,680 1,673,743 29,532,423 74.15 14.23 88.38 5,485,226 779,712 6,264,938 5.77 2.30 8.072056 20,392,513 481,444 20,873,957 55.25 4.04 59.29 27,862,525 1,675,229 29,537,753 74.88 14.38 89.26 5,487,612 780,154 6,267,766 5.82 2.33 8.152057 20,406,431 481,626 20,888,057 55.83 4.08 59.91 27,866,370 1,676,716 29,543,085 75.62 14.54 90.16 5,489,999 780,597 6,270,596 5.89 2.35 8.242058 20,420,359 481,808 20,902,167 56.41 4.13 60.53 27,870,215 1,678,204 29,548,420 76.37 14.69 91.06 5,492,388 781,040 6,273,428 5.95 2.37 8.332059 20,434,298 481,989 20,916,287 57.00 4.17 61.16 27,874,062 1,679,694 29,553,756 77.13 14.85 91.98 5,494,779 781,483 6,276,262 6.01 2.40 8.412060 20,448,246 482,171 20,930,418 57.59 4.21 61.79 27,877,909 1,681,186 29,559,094 77.88 15.01 92.89 5,497,171 781,926 6,279,097 6.08 2.42 8.502061 20,455,226 482,262 20,937,488 58.15 4.25 62.40 27,879,832 1,681,932 29,561,765 78.63 15.16 93.80 5,498,368 782,148 6,280,516 6.13 2.45 8.582062 20,462,208 482,353 20,944,561 58.74 4.29 63.03 27,881,756 1,682,679 29,564,435 79.40 15.32 94.72 5,499,565 782,370 6,281,935 6.19 2.47 8.662063 20,469,192 482,444 20,951,636 59.33 4.33 63.66 27,883,680 1,683,426 29,567,107 80.18 15.47 95.65 5,500,763 782,592 6,283,355 6.25 2.50 8.752064 20,476,179 482,535 20,958,714 59.94 4.38 64.31 27,885,605 1,684,174 29,569,778 80.98 15.63 96.61 5,501,961 782,814 6,284,775 6.32 2.52 8.842065 20,483,169 482,626 20,965,795 60.56 4.42 64.98 27,887,529 1,684,922 29,572,451 81.80 15.79 97.59 5,503,159 783,036 6,286,195 6.38 2.55 8.932066 20,486,665 482,672 20,969,337 61.17 4.47 65.64 27,888,491 1,685,296 29,573,787 82.62 15.95 98.57 5,503,759 783,147 6,286,906 6.45 2.57 9.022067 20,490,161 482,717 20,972,879 61.77 4.51 66.28 27,889,454 1,685,670 29,575,124 83.42 16.11 99.53 5,504,358 783,258 6,287,616 6.51 2.60 9.112068 20,493,659 482,763 20,976,422 62.38 4.55 66.93 27,890,416 1,686,045 29,576,461 84.22 16.27 100.49 5,504,958 783,369 6,288,327 6.57 2.62 9.202069 20,497,157 482,808 20,979,965 62.99 4.60 67.59 27,891,378 1,686,419 29,577,797 85.05 16.43 101.48 5,505,557 783,480 6,289,038 6.63 2.65 9.28

Annual Traffic Annual Revenue (2010$mn) Annual Traffic Annual Revenue Annual Traffic Annual Revenue (2010$mn)

Annual AADT & Revenue BASE 1B1MTT - BASE 1B1 DTT- BASE 1B1 MLK - BASE 1B1



Page 108

Daily Traffic & Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 21,463 772 22,235 49,075 4,477 53,552 51,522 1,590 53,112 117,199 8,840 126,0392013 24,117 885 25,002 53,481 5,023 58,504 56,306 1,867 58,173 124,357 10,272 134,6292014 30,021 1,123 31,144 64,533 6,244 70,777 68,137 2,434 70,571 146,041 13,268 159,3082015 31,780 1,212 32,992 65,898 6,563 72,460 70,086 2,705 72,792 145,076 14,540 159,6162016 35,142 1,360 36,502 71,838 7,425 79,263 72,038 3,021 75,060 146,172 16,308 162,480 5,132 899 6,031 4,281 1,910 6,1912017 38,411 1,450 39,861 78,890 8,135 87,026 69,834 2,978 72,812 141,657 16,312 157,969 10,654 1,842 12,496 8,734 3,871 12,6052018 39,906 1,484 41,390 81,983 8,436 90,419 68,297 2,959 71,255 138,398 16,452 154,850 10,913 1,852 12,765 8,918 3,918 12,8362019 40,734 1,492 42,226 83,754 8,601 92,355 68,963 3,035 71,998 139,687 17,153 156,840 11,177 1,863 13,040 9,101 3,969 13,0702020 41,581 1,500 43,081 85,511 8,769 94,280 69,636 3,114 72,750 140,905 17,889 158,794 11,448 1,874 13,322 9,302 4,020 13,3222021 42,447 1,508 43,955 87,233 8,935 96,168 70,316 3,195 73,510 142,040 18,653 160,693 11,726 1,885 13,611 9,487 4,067 13,5532022 43,331 1,516 44,847 89,114 9,105 98,219 71,002 3,278 74,280 143,414 19,460 162,874 12,010 1,896 13,907 9,696 4,114 13,8102023 44,235 1,524 45,760 91,031 9,283 100,313 71,696 3,364 75,060 144,780 20,317 165,097 12,302 1,907 14,209 9,900 4,168 14,0682024 45,160 1,533 46,692 92,907 9,464 102,371 72,396 3,452 75,848 146,037 21,221 167,259 12,601 1,918 14,519 10,115 4,222 14,3372025 46,105 1,541 47,646 94,708 9,642 104,350 73,104 3,543 76,647 147,154 22,158 169,312 12,907 1,930 14,836 10,337 4,274 14,6112026 42,304 1,153 43,457 86,713 7,293 94,005 72,265 3,272 75,538 144,786 20,524 165,310 12,614 1,679 14,293 10,032 3,742 13,7742027 43,210 1,167 44,377 89,391 7,447 96,838 72,581 3,363 75,944 146,917 21,357 168,274 12,775 1,710 14,484 10,256 3,846 14,1022028 44,137 1,181 45,318 92,061 7,605 99,666 72,897 3,457 76,354 148,928 22,227 171,155 12,940 1,741 14,680 10,517 3,958 14,4752029 45,086 1,196 46,281 94,859 7,770 102,628 73,216 3,552 76,768 151,045 23,135 174,180 13,108 1,768 14,876 10,732 4,058 14,7912030 46,056 1,211 47,266 97,785 7,937 105,721 73,536 3,650 77,187 153,261 24,079 177,340 13,279 1,796 15,075 10,965 4,163 15,1282031 47,048 1,226 48,274 100,713 8,108 108,820 73,858 3,752 77,610 155,369 25,063 180,432 13,454 1,825 15,279 11,231 4,273 15,5042032 48,064 1,241 49,305 103,824 8,281 112,106 74,182 3,857 78,038 157,640 26,088 183,728 13,633 1,854 15,487 11,491 4,384 15,8752033 49,103 1,256 50,359 107,061 8,461 115,521 74,507 3,964 78,471 159,987 27,163 187,150 13,815 1,883 15,698 11,748 4,495 16,2442034 49,897 1,239 51,135 109,755 8,439 118,193 74,602 3,965 78,567 161,841 27,109 188,950 14,003 1,945 15,948 12,039 4,686 16,7252035 50,437 1,246 51,684 111,995 8,568 120,563 74,766 4,021 78,787 163,818 27,792 191,611 14,097 1,962 16,060 12,239 4,773 17,0122036 50,984 1,254 52,238 114,238 8,699 122,937 74,930 4,077 79,007 165,769 28,490 194,259 14,192 1,980 16,172 12,412 4,861 17,2732037 51,538 1,261 52,799 116,474 8,832 125,306 75,095 4,134 79,229 167,657 29,208 196,866 14,288 1,998 16,286 12,631 4,954 17,5852038 52,098 1,269 53,366 118,827 8,970 127,797 75,261 4,192 79,453 169,668 29,952 199,620 14,385 2,016 16,401 12,859 5,048 17,9072039 52,664 1,277 53,940 121,314 9,110 130,424 75,426 4,251 79,677 171,834 30,717 202,551 14,483 2,035 16,517 13,074 5,142 18,2172040 53,237 1,284 54,521 123,770 9,250 133,020 75,592 4,311 79,903 173,904 31,495 205,399 14,582 2,053 16,635 13,297 5,240 18,5382041 53,526 1,288 54,815 125,589 9,365 134,954 75,676 4,341 80,017 175,737 32,042 207,779 14,632 2,062 16,694 13,466 5,315 18,7812042 53,818 1,292 55,110 127,515 9,483 136,997 75,759 4,372 80,131 177,710 32,606 210,315 14,682 2,072 16,754 13,639 5,392 19,0302043 54,111 1,296 55,407 129,458 9,602 139,061 75,843 4,403 80,246 179,690 33,180 212,870 14,732 2,081 16,814 13,831 5,473 19,3042044 54,406 1,300 55,706 131,405 9,723 141,128 75,926 4,434 80,360 181,658 33,762 215,420 14,783 2,091 16,874 14,012 5,551 19,5632045 54,702 1,304 56,006 133,363 9,845 143,208 76,010 4,465 80,475 183,621 34,356 217,978 14,834 2,100 16,934 14,181 5,630 19,8112046 54,852 1,306 56,157 134,953 9,955 144,908 76,052 4,481 80,533 185,430 34,826 220,256 14,860 2,105 16,965 14,343 5,698 20,0412047 55,001 1,308 56,309 136,655 10,068 146,722 76,094 4,497 80,591 187,387 35,306 222,693 14,885 2,110 16,995 14,507 5,766 20,2742048 55,151 1,310 56,461 138,386 10,181 148,566 76,136 4,513 80,649 189,373 35,791 225,163 14,911 2,115 17,026 14,672 5,836 20,5082049 55,302 1,312 56,613 140,098 10,295 150,393 76,178 4,529 80,707 191,325 36,281 227,606 14,937 2,119 17,056 14,852 5,905 20,7572050 55,452 1,314 56,766 141,859 10,411 152,269 76,220 4,545 80,765 193,341 36,781 230,122 14,963 2,124 17,087 15,018 5,978 20,9962051 55,528 1,315 56,843 143,385 10,519 153,904 76,241 4,553 80,794 195,222 37,209 232,431 14,976 2,127 17,102 15,171 6,043 21,2132052 55,604 1,316 56,919 144,919 10,628 155,546 76,262 4,561 80,823 197,105 37,642 234,747 14,989 2,129 17,118 15,337 6,107 21,4442053 55,680 1,317 56,996 146,518 10,739 157,257 76,283 4,569 80,852 199,077 38,082 237,159 15,002 2,131 17,133 15,487 6,172 21,6602054 55,756 1,318 57,073 148,176 10,851 159,027 76,304 4,577 80,882 201,126 38,528 239,654 15,015 2,134 17,149 15,649 6,239 21,8882055 55,832 1,319 57,150 149,829 10,965 160,794 76,325 4,586 80,911 203,164 38,980 242,144 15,028 2,136 17,164 15,809 6,306 22,1142056 55,870 1,319 57,189 151,375 11,075 162,450 76,336 4,590 80,925 205,153 39,397 244,550 15,035 2,137 17,172 15,958 6,371 22,3302057 55,908 1,320 57,228 152,949 11,188 164,138 76,346 4,594 80,940 207,182 39,823 247,006 15,041 2,139 17,180 16,141 6,439 22,5802058 55,946 1,320 57,266 154,538 11,301 165,839 76,357 4,598 80,955 209,224 40,252 249,475 15,048 2,140 17,187 16,307 6,505 22,8122059 55,984 1,321 57,305 156,157 11,415 167,572 76,367 4,602 80,969 211,307 40,682 251,990 15,054 2,141 17,195 16,468 6,572 23,0402060 56,023 1,321 57,344 157,769 11,531 169,300 76,378 4,606 80,984 213,383 41,121 254,504 15,061 2,142 17,203 16,647 6,640 23,2882061 56,042 1,321 57,363 159,326 11,646 170,971 76,383 4,608 80,991 215,433 41,542 256,974 15,064 2,143 17,207 16,807 6,707 23,5152062 56,061 1,322 57,382 160,919 11,760 172,679 76,388 4,610 80,998 217,530 41,965 259,495 15,067 2,143 17,211 16,961 6,775 23,7362063 56,080 1,322 57,402 162,548 11,877 174,425 76,394 4,612 81,006 219,675 42,393 262,068 15,071 2,144 17,215 17,130 6,843 23,9732064 56,099 1,322 57,421 164,206 11,994 176,200 76,399 4,614 81,013 221,857 42,827 264,684 15,074 2,145 17,219 17,302 6,911 24,2132065 56,118 1,322 57,441 165,905 12,114 178,019 76,404 4,616 81,020 224,098 43,268 267,367 15,077 2,145 17,222 17,477 6,979 24,4552066 56,128 1,322 57,450 167,590 12,235 179,824 76,407 4,617 81,024 226,349 43,704 270,052 15,079 2,146 17,224 17,661 7,049 24,7102067 56,137 1,323 57,460 169,236 12,354 181,590 76,409 4,618 81,028 228,541 44,138 272,679 15,080 2,146 17,226 17,838 7,119 24,9562068 56,147 1,323 57,470 170,890 12,476 183,366 76,412 4,619 81,031 230,746 44,579 275,325 15,082 2,146 17,228 18,006 7,187 25,1932069 56,157 1,323 57,479 172,587 12,599 185,186 76,415 4,620 81,035 233,008 45,027 278,034 15,084 2,147 17,230 18,174 7,259 25,433


AADT & Daily Revenue BASE 1B1MTT BASE 1B1 DTT BASE 1B1 MLK BASE 1B1



Page 109

Appendix C: Base 1B2 Annual Revenue and Traffic

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 1,974,560 71,047 2,045,607 4.51 0.41 4.93 4,739,983 146,282 4,886,265 10.78 0.81 11.602013 8,802,727 323,047 9,125,774 19.52 1.83 21.35 20,551,849 681,447 21,233,296 45.39 3.75 49.142014 10,957,698 409,992 11,367,690 23.55 2.28 25.83 24,870,074 888,445 25,758,520 53.30 4.84 58.152015 11,599,707 442,332 12,042,039 24.05 2.40 26.45 25,581,569 987,472 26,569,041 52.95 5.31 58.262016 12,826,899 496,367 13,323,266 26.22 2.71 28.93 26,293,951 1,102,834 27,396,785 53.35 5.95 59.31 1,873,230 328,174 2,201,404 1.56 0.70 2.262017 14,020,044 529,401 14,549,445 28.79 2.97 31.76 25,489,404 1,086,983 26,576,387 51.70 5.95 57.66 3,888,866 672,172 4,561,038 3.19 1.41 4.602018 14,565,610 541,684 15,107,294 29.92 3.08 33.00 24,928,318 1,079,914 26,008,231 50.52 6.00 56.52 3,983,117 676,109 4,659,226 3.26 1.43 4.692019 14,868,017 544,568 15,412,586 30.57 3.14 33.71 25,171,473 1,107,824 26,279,296 50.99 6.26 57.25 4,079,680 680,069 4,759,749 3.32 1.45 4.772020 15,177,099 547,481 15,724,580 31.21 3.20 34.41 25,417,081 1,136,545 26,553,626 51.43 6.53 57.96 4,178,613 684,052 4,862,665 3.40 1.47 4.862021 15,493,009 550,424 16,043,433 31.84 3.26 35.10 25,665,168 1,166,104 26,831,272 51.84 6.81 58.65 4,279,974 688,058 4,968,033 3.46 1.48 4.952022 15,815,906 553,397 16,369,303 32.53 3.32 35.85 25,915,759 1,196,529 27,112,288 52.35 7.10 59.45 4,383,824 692,088 5,075,912 3.54 1.50 5.042023 16,145,952 556,400 16,702,351 33.23 3.39 36.61 26,168,882 1,227,846 27,396,727 52.84 7.42 60.26 4,490,224 696,142 5,186,365 3.61 1.52 5.132024 16,483,313 559,433 17,042,746 33.91 3.45 37.37 26,424,561 1,260,085 27,684,646 53.30 7.75 61.05 4,599,237 700,219 5,299,456 3.69 1.54 5.232025 16,828,159 562,496 17,390,655 34.57 3.52 38.09 26,682,825 1,293,276 27,976,100 53.71 8.09 61.80 4,710,929 704,320 5,415,249 3.77 1.56 5.332026 16,141,544 455,930 16,597,474 33.11 2.82 35.92 26,437,413 1,216,586 27,653,999 53.00 7.62 60.63 4,621,031 616,990 5,238,021 3.68 1.38 5.052027 16,469,801 462,926 16,932,727 34.09 2.89 36.98 26,577,182 1,251,576 27,828,758 53.83 7.94 61.77 4,676,672 633,302 5,309,974 3.75 1.42 5.182028 16,805,325 470,031 17,275,355 35.07 2.96 38.04 26,717,796 1,287,652 28,005,448 54.62 8.27 62.89 4,733,195 650,051 5,383,246 3.85 1.48 5.332029 17,148,286 477,429 17,625,715 36.10 3.04 39.14 26,859,263 1,324,490 28,183,753 55.45 8.61 64.06 4,790,615 665,749 5,456,364 3.92 1.53 5.452030 17,498,860 484,945 17,983,806 37.17 3.12 40.29 27,001,586 1,362,486 28,364,073 56.32 8.97 65.28 4,848,946 681,838 5,530,784 4.00 1.58 5.582031 17,857,227 492,580 18,349,807 38.24 3.20 41.44 27,144,773 1,401,680 28,546,453 57.14 9.34 66.49 4,908,205 698,327 5,606,532 4.10 1.64 5.732032 18,223,570 500,337 18,723,906 39.38 3.28 42.66 27,288,829 1,442,113 28,730,942 58.03 9.73 67.76 4,968,408 715,228 5,683,635 4.19 1.69 5.882033 18,598,077 508,216 19,106,293 40.56 3.37 43.93 27,433,760 1,483,827 28,917,587 58.95 10.14 69.09 5,029,570 732,549 5,762,120 4.28 1.75 6.032034 18,876,849 497,821 19,374,670 41.52 3.35 44.87 27,436,754 1,499,984 28,936,738 59.59 10.26 69.84 5,078,710 765,621 5,844,332 4.37 1.84 6.212035 19,071,620 501,648 19,573,267 42.34 3.41 45.75 27,509,842 1,521,738 29,031,580 60.34 10.52 70.86 5,110,169 775,793 5,885,962 4.44 1.89 6.322036 19,268,571 505,504 19,774,074 43.17 3.47 46.64 27,583,153 1,543,832 29,126,986 61.09 10.79 71.87 5,141,880 786,102 5,927,981 4.50 1.93 6.432037 19,467,727 509,390 19,977,117 43.99 3.53 47.52 27,656,688 1,566,273 29,222,961 61.81 11.06 72.88 5,173,844 796,550 5,970,394 4.57 1.97 6.552038 19,669,116 513,306 20,182,421 44.85 3.59 48.45 27,730,447 1,589,065 29,319,512 62.59 11.35 73.93 5,206,064 807,138 6,013,203 4.65 2.02 6.672039 19,872,763 517,252 20,390,015 45.77 3.66 49.42 27,804,431 1,612,215 29,416,646 63.41 11.64 75.05 5,238,543 817,870 6,056,413 4.73 2.07 6.802040 20,078,695 521,229 20,599,924 46.67 3.72 50.39 27,878,640 1,635,729 29,514,370 64.21 11.94 76.15 5,271,282 828,747 6,100,029 4.81 2.12 6.922041 20,182,817 523,233 20,706,050 47.34 3.77 51.11 27,915,858 1,647,671 29,563,530 64.90 12.15 77.05 5,287,783 834,259 6,122,041 4.87 2.15 7.022042 20,287,525 525,244 20,812,769 48.06 3.82 51.88 27,953,133 1,659,707 29,612,841 65.64 12.36 78.01 5,304,350 839,808 6,144,157 4.93 2.19 7.112043 20,392,821 527,264 20,920,085 48.78 3.87 52.65 27,990,465 1,671,838 29,662,304 66.39 12.58 78.98 5,320,984 845,394 6,166,378 5.00 2.22 7.222044 20,498,709 529,291 21,028,000 49.50 3.93 53.42 28,027,854 1,684,065 29,711,919 67.13 12.81 79.94 5,337,684 851,018 6,188,702 5.06 2.26 7.322045 20,605,192 531,326 21,136,518 50.22 3.98 54.20 28,065,300 1,696,388 29,761,688 67.88 13.03 80.91 5,354,452 856,680 6,211,132 5.12 2.30 7.422046 20,658,733 532,347 21,191,081 50.81 4.03 54.84 28,084,052 1,702,598 29,786,650 68.55 13.21 81.77 5,362,869 859,530 6,222,399 5.18 2.33 7.502047 20,712,425 533,371 21,245,796 51.45 4.08 55.52 28,102,818 1,708,833 29,811,651 69.28 13.40 82.68 5,371,303 862,390 6,233,694 5.24 2.36 7.592048 20,766,268 534,396 21,300,664 52.09 4.12 56.21 28,121,598 1,715,092 29,836,690 70.03 13.58 83.61 5,379,755 865,260 6,245,014 5.29 2.39 7.682049 20,820,262 535,424 21,355,686 52.73 4.17 56.90 28,140,393 1,721,376 29,861,769 70.76 13.77 84.53 5,388,223 868,139 6,256,362 5.36 2.42 7.782050 20,874,409 536,453 21,410,862 53.38 4.22 57.61 28,159,202 1,727,685 29,886,887 71.51 13.96 85.47 5,396,708 871,028 6,267,736 5.42 2.45 7.872051 20,901,558 536,969 21,438,527 53.95 4.27 58.22 28,168,614 1,730,852 29,899,466 72.21 14.12 86.33 5,400,960 872,477 6,273,437 5.47 2.48 7.952052 20,928,746 537,485 21,466,231 54.53 4.31 58.84 28,178,029 1,734,025 29,912,054 72.91 14.29 87.20 5,405,215 873,929 6,279,144 5.53 2.51 8.042053 20,955,972 538,002 21,493,973 55.13 4.36 59.48 28,187,448 1,737,204 29,924,652 73.65 14.46 88.10 5,409,475 875,383 6,284,858 5.58 2.54 8.122054 20,983,236 538,519 21,521,755 55.75 4.41 60.15 28,196,870 1,740,390 29,937,261 74.41 14.63 89.03 5,413,739 876,840 6,290,579 5.64 2.56 8.212055 21,010,539 539,036 21,549,575 56.36 4.45 60.82 28,206,297 1,743,582 29,949,879 75.17 14.80 89.96 5,418,007 878,299 6,296,306 5.70 2.59 8.292056 21,024,209 539,296 21,563,505 56.94 4.50 61.44 28,211,011 1,745,181 29,956,193 75.91 14.96 90.86 5,420,144 879,030 6,299,173 5.75 2.62 8.372057 21,037,890 539,555 21,577,444 57.53 4.54 62.08 28,215,727 1,746,782 29,962,509 76.66 15.12 91.78 5,422,281 879,761 6,302,042 5.82 2.65 8.472058 21,051,579 539,814 21,591,393 58.13 4.59 62.72 28,220,444 1,748,385 29,968,828 77.42 15.28 92.70 5,424,419 880,493 6,304,913 5.88 2.68 8.562059 21,065,279 540,074 21,605,352 58.74 4.64 63.38 28,225,161 1,749,988 29,975,150 78.19 15.44 93.63 5,426,559 881,226 6,307,785 5.94 2.71 8.642060 21,078,988 540,333 21,619,321 59.34 4.69 64.03 28,229,880 1,751,594 29,981,474 78.96 15.61 94.57 5,428,700 881,959 6,310,659 6.00 2.73 8.732061 21,085,847 540,463 21,626,310 59.93 4.73 64.66 28,232,240 1,752,398 29,984,637 79.72 15.77 95.49 5,429,770 882,326 6,312,097 6.06 2.76 8.822062 21,092,709 540,593 21,633,302 60.52 4.78 65.30 28,234,599 1,753,201 29,987,801 80.50 15.93 96.43 5,430,842 882,693 6,313,535 6.11 2.79 8.902063 21,099,573 540,723 21,640,296 61.14 4.83 65.96 28,236,960 1,754,006 29,990,965 81.29 16.09 97.39 5,431,913 883,061 6,314,973 6.17 2.82 8.992064 21,106,440 540,853 21,647,293 61.76 4.88 66.63 28,239,320 1,754,811 29,994,131 82.10 16.26 98.36 5,432,985 883,428 6,316,413 6.24 2.85 9.082065 21,113,309 540,983 21,654,292 62.40 4.92 67.32 28,241,681 1,755,616 29,997,296 82.93 16.43 99.36 5,434,056 883,796 6,317,852 6.30 2.88 9.172066 21,116,745 541,048 21,657,793 63.03 4.97 68.00 28,242,861 1,756,018 29,998,879 83.76 16.59 100.36 5,434,593 883,979 6,318,572 6.37 2.90 9.272067 21,120,181 541,113 21,661,294 63.65 5.02 68.67 28,244,041 1,756,421 30,000,463 84.58 16.76 101.33 5,435,129 884,163 6,319,292 6.43 2.93 9.362068 21,123,618 541,178 21,664,796 64.27 5.07 69.34 28,245,222 1,756,824 30,002,046 85.39 16.93 102.32 5,435,665 884,347 6,320,012 6.49 2.96 9.452069 21,127,056 541,243 21,668,299 64.91 5.12 70.03 28,246,403 1,757,227 30,003,630 86.23 17.10 103.33 5,436,201 884,531 6,320,733 6.55 2.99 9.54


Annual AADT & Revenue BASE 1B2MTT - BASE 1B2 DTT- BASE 1B2 MLK - BASE 1B2



Page 110

Daily Revenue and Traffic

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 21,463 772 22,235 49,075 4,477 53,552 51,522 1,590 53,112 117,199 8,840 126,0392013 24,117 885 25,002 53,481 5,023 58,504 56,306 1,867 58,173 124,357 10,272 134,6292014 30,021 1,123 31,144 64,533 6,244 70,777 68,137 2,434 70,571 146,041 13,268 159,3082015 31,780 1,212 32,992 65,898 6,563 72,460 70,086 2,705 72,792 145,076 14,540 159,6162016 35,142 1,360 36,502 71,838 7,425 79,263 72,038 3,021 75,060 146,172 16,308 162,480 5,132 899 6,031 4,281 1,910 6,1912017 38,411 1,450 39,861 78,890 8,135 87,026 69,834 2,978 72,812 141,657 16,312 157,969 10,654 1,842 12,496 8,734 3,871 12,6052018 39,906 1,484 41,390 81,983 8,436 90,419 68,297 2,959 71,255 138,398 16,452 154,850 10,913 1,852 12,765 8,918 3,918 12,8362019 40,734 1,492 42,226 83,754 8,601 92,355 68,963 3,035 71,998 139,687 17,153 156,840 11,177 1,863 13,040 9,101 3,969 13,0702020 41,581 1,500 43,081 85,511 8,769 94,280 69,636 3,114 72,750 140,905 17,889 158,794 11,448 1,874 13,322 9,302 4,020 13,3222021 42,447 1,508 43,955 87,233 8,935 96,168 70,316 3,195 73,510 142,040 18,653 160,693 11,726 1,885 13,611 9,487 4,067 13,5532022 43,331 1,516 44,847 89,114 9,105 98,219 71,002 3,278 74,280 143,414 19,460 162,874 12,010 1,896 13,907 9,696 4,114 13,8102023 44,235 1,524 45,760 91,031 9,283 100,313 71,696 3,364 75,060 144,780 20,317 165,097 12,302 1,907 14,209 9,900 4,168 14,0682024 45,160 1,533 46,692 92,907 9,464 102,371 72,396 3,452 75,848 146,037 21,221 167,259 12,601 1,918 14,519 10,115 4,222 14,3372025 46,105 1,541 47,646 94,708 9,642 104,350 73,104 3,543 76,647 147,154 22,158 169,312 12,907 1,930 14,836 10,337 4,274 14,6112026 44,223 1,249 45,473 90,706 7,718 98,424 72,431 3,333 75,764 145,215 20,886 166,102 12,660 1,690 14,351 10,069 3,768 13,8362027 45,123 1,268 46,391 93,404 7,916 101,320 72,814 3,429 76,243 147,490 21,750 169,240 12,813 1,735 14,548 10,286 3,904 14,1902028 46,042 1,288 47,330 96,086 8,120 104,206 73,199 3,528 76,727 149,650 22,651 172,301 12,968 1,781 14,749 10,540 4,050 14,5902029 46,982 1,308 48,290 98,897 8,332 107,229 73,587 3,629 77,216 151,920 23,592 175,511 13,125 1,824 14,949 10,747 4,187 14,9342030 47,942 1,329 49,271 101,834 8,549 110,383 73,977 3,733 77,710 154,293 24,570 178,863 13,285 1,868 15,153 10,970 4,330 15,3002031 48,924 1,350 50,273 104,768 8,771 113,539 74,369 3,840 78,209 156,561 25,590 182,152 13,447 1,913 15,360 11,226 4,481 15,7062032 49,928 1,371 51,298 107,887 8,999 116,885 74,764 3,951 78,715 158,999 26,653 185,653 13,612 1,960 15,572 11,474 4,635 16,1082033 50,954 1,392 52,346 111,128 9,234 120,362 75,161 4,065 79,226 161,518 27,768 189,286 13,780 2,007 15,787 11,718 4,792 16,5102034 51,717 1,364 53,081 113,752 9,175 122,927 75,169 4,110 79,279 163,247 28,096 191,343 13,914 2,098 16,012 11,963 5,054 17,0172035 52,251 1,374 53,625 116,011 9,337 125,347 75,369 4,169 79,539 165,320 28,814 194,134 14,000 2,125 16,126 12,156 5,170 17,3252036 52,791 1,385 54,176 118,271 9,500 127,771 75,570 4,230 79,800 167,367 29,549 196,915 14,087 2,154 16,241 12,321 5,287 17,6082037 53,336 1,396 54,732 120,521 9,667 130,188 75,772 4,291 80,063 169,354 30,304 199,658 14,175 2,182 16,357 12,532 5,411 17,9422038 53,888 1,406 55,294 122,889 9,840 132,729 75,974 4,354 80,327 171,466 31,086 202,553 14,263 2,211 16,475 12,751 5,536 18,2872039 54,446 1,417 55,863 125,394 10,015 135,410 76,177 4,417 80,594 173,737 31,891 205,628 14,352 2,241 16,593 12,957 5,663 18,6212040 55,010 1,428 56,438 127,864 10,192 138,056 76,380 4,481 80,861 175,913 32,709 208,623 14,442 2,271 16,712 13,170 5,795 18,9662041 55,295 1,434 56,729 129,708 10,330 140,038 76,482 4,514 80,996 177,810 33,283 211,093 14,487 2,286 16,773 13,333 5,890 19,2242042 55,582 1,439 57,021 131,662 10,472 142,133 76,584 4,547 81,131 179,849 33,874 213,723 14,532 2,301 16,833 13,501 5,988 19,4892043 55,871 1,445 57,315 133,633 10,615 144,248 76,686 4,580 81,267 181,896 34,476 216,373 14,578 2,316 16,894 13,687 6,091 19,7782044 56,161 1,450 57,611 135,606 10,761 146,367 76,789 4,614 81,403 183,931 35,087 219,018 14,624 2,332 16,955 13,862 6,191 20,0532045 56,453 1,456 57,908 137,590 10,908 148,498 76,891 4,648 81,539 185,963 35,710 221,673 14,670 2,347 17,017 14,024 6,292 20,3162046 56,599 1,458 58,058 139,211 11,036 150,248 76,943 4,665 81,607 187,817 36,201 224,018 14,693 2,355 17,048 14,183 6,375 20,5582047 56,746 1,461 58,208 140,948 11,167 152,115 76,994 4,682 81,676 189,822 36,704 226,525 14,716 2,363 17,079 14,343 6,458 20,8012048 56,894 1,464 58,358 142,715 11,299 154,013 77,045 4,699 81,744 191,857 37,210 229,067 14,739 2,371 17,110 14,503 6,543 21,0462049 57,042 1,467 58,509 144,461 11,431 155,893 77,097 4,716 81,813 193,858 37,723 231,581 14,762 2,378 17,141 14,679 6,627 21,3062050 57,190 1,470 58,660 146,257 11,567 157,824 77,148 4,733 81,882 195,923 38,246 234,169 14,786 2,386 17,172 14,841 6,717 21,5572051 57,265 1,471 58,736 147,821 11,690 159,511 77,174 4,742 81,916 197,841 38,692 236,533 14,797 2,390 17,187 14,990 6,793 21,7832052 57,339 1,473 58,812 149,392 11,814 161,206 77,200 4,751 81,951 199,762 39,144 238,905 14,809 2,394 17,203 15,153 6,869 22,0222053 57,414 1,474 58,888 151,031 11,941 162,972 77,226 4,759 81,985 201,773 39,603 241,376 14,820 2,398 17,219 15,301 6,946 22,2472054 57,488 1,475 58,964 152,729 12,069 164,799 77,252 4,768 82,020 203,861 40,069 243,930 14,832 2,402 17,234 15,460 7,024 22,4842055 57,563 1,477 59,040 154,423 12,199 166,622 77,278 4,777 82,054 205,938 40,540 246,479 14,844 2,406 17,250 15,616 7,103 22,7192056 57,601 1,478 59,078 156,011 12,324 168,335 77,290 4,781 82,072 207,962 40,974 248,936 14,850 2,408 17,258 15,763 7,179 22,9422057 57,638 1,478 59,116 157,629 12,451 170,080 77,303 4,786 82,089 210,025 41,419 251,443 14,856 2,410 17,266 15,942 7,257 23,2002058 57,676 1,479 59,155 159,260 12,579 171,839 77,316 4,790 82,106 212,101 41,865 253,966 14,861 2,412 17,274 16,106 7,334 23,4392059 57,713 1,480 59,193 160,924 12,707 173,631 77,329 4,794 82,124 214,219 42,314 256,533 14,867 2,414 17,282 16,264 7,411 23,6762060 57,751 1,480 59,231 162,579 12,838 175,418 77,342 4,799 82,141 216,330 42,771 259,101 14,873 2,416 17,289 16,441 7,490 23,9312061 57,769 1,481 59,250 164,181 12,966 177,147 77,349 4,801 82,150 218,411 43,209 261,620 14,876 2,417 17,293 16,598 7,567 24,1652062 57,788 1,481 59,269 165,820 13,095 178,915 77,355 4,803 82,158 220,541 43,649 264,191 14,879 2,418 17,297 16,750 7,644 24,3952063 57,807 1,481 59,288 167,496 13,226 180,721 77,362 4,805 82,167 222,719 44,095 266,814 14,882 2,419 17,301 16,916 7,722 24,6382064 57,826 1,482 59,308 169,201 13,358 182,558 77,368 4,808 82,176 224,935 44,547 269,482 14,885 2,420 17,305 17,086 7,800 24,8862065 57,845 1,482 59,327 170,949 13,492 184,441 77,374 4,810 82,184 227,210 45,007 272,217 14,888 2,421 17,309 17,258 7,877 25,1352066 57,854 1,482 59,336 172,684 13,626 186,310 77,378 4,811 82,189 229,493 45,460 274,953 14,889 2,422 17,311 17,440 7,957 25,3972067 57,864 1,483 59,346 174,378 13,760 188,138 77,381 4,812 82,193 231,718 45,912 277,630 14,891 2,422 17,313 17,614 8,036 25,6512068 57,873 1,483 59,356 176,082 13,896 189,978 77,384 4,813 82,197 233,955 46,371 280,326 14,892 2,423 17,315 17,780 8,114 25,8942069 57,882 1,483 59,365 177,828 14,034 191,862 77,387 4,814 82,202 236,250 46,837 283,087 14,894 2,423 17,317 17,946 8,195 26,142


AADT & Daily Revenue BASE 1B2MTT - BASE 1B2 DTT- BASE 1B2 MLK - BASE 1B2



Page 111

Appendix D: DS2A Annual Traffic and Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total20122013 7,845,452 299,475 8,144,927 20.75 1.80 22.55 17,089,896 622,246 17,712,142 45.04 3.64 48.682014 10,317,584 403,737 10,721,321 26.31 2.38 28.69 22,182,917 837,509 23,020,426 56.42 4.87 61.292015 10,860,090 435,479 11,295,569 26.46 2.49 28.95 23,035,002 907,229 23,942,230 56.02 5.20 61.222016 11,782,275 491,817 12,274,092 27.94 2.82 30.76 23,412,318 965,904 24,378,223 55.15 5.52 60.67 1,199,658 294,833 1,494,491 1.12 0.65 1.772017 12,945,826 516,799 13,462,625 30.43 3.04 33.46 22,684,550 970,263 23,654,813 52.72 5.55 58.27 2,628,098 618,477 3,246,574 2.39 1.34 3.732018 13,579,877 529,535 14,109,411 31.55 3.14 34.69 22,617,656 988,071 23,605,727 51.89 5.70 57.60 2,790,693 631,005 3,421,698 2.51 1.37 3.882019 13,917,122 530,084 14,447,206 31.90 3.17 35.08 22,989,262 1,025,783 24,015,045 51.96 5.98 57.94 2,964,616 643,844 3,608,460 2.62 1.40 4.032020 14,263,164 530,639 14,793,802 32.23 3.21 35.43 23,367,039 1,064,957 24,431,996 51.98 6.27 58.25 3,150,749 657,002 3,807,751 2.75 1.44 4.192021 14,618,242 531,198 15,149,440 32.59 3.24 35.83 23,751,091 1,105,652 24,856,742 52.06 6.58 58.64 3,350,045 670,487 4,020,532 2.88 1.47 4.362022 14,982,603 531,762 15,514,364 32.90 3.28 36.18 24,141,522 1,147,927 25,289,449 52.07 6.90 58.97 3,563,539 684,309 4,247,848 3.02 1.50 4.532023 15,356,498 532,330 15,888,828 33.24 3.32 36.56 24,538,441 1,191,845 25,730,286 52.11 7.25 59.36 3,792,354 698,478 4,490,832 3.17 1.54 4.712024 15,740,188 532,903 16,273,091 33.50 3.35 36.85 24,941,956 1,237,471 26,179,427 52.01 7.61 59.62 4,037,709 713,003 4,750,712 3.32 1.58 4.902025 16,133,939 533,481 16,667,420 33.78 3.39 37.17 25,352,178 1,284,873 26,637,050 51.95 8.00 59.95 4,300,927 727,894 5,028,821 3.49 1.62 5.112026 16,427,324 539,688 16,967,012 33.63 3.45 37.08 25,753,980 1,312,185 27,066,165 51.61 8.26 59.86 4,707,171 740,579 5,447,750 3.74 1.65 5.392027 16,765,697 547,363 17,313,060 34.63 3.54 38.17 25,871,250 1,351,217 27,222,466 52.38 8.60 60.98 4,753,940 756,106 5,510,045 3.82 1.70 5.522028 17,111,777 555,147 17,666,924 35.64 3.62 39.26 25,989,211 1,391,487 27,380,698 53.11 8.97 62.08 4,801,583 771,969 5,573,552 3.90 1.76 5.662029 17,465,749 565,082 18,030,831 36.68 3.72 40.40 26,107,868 1,429,892 27,537,760 53.88 9.33 63.22 4,850,116 785,094 5,635,211 3.97 1.80 5.772030 17,827,808 575,213 18,403,020 37.78 3.82 41.60 26,227,226 1,469,508 27,696,734 54.69 9.72 64.40 4,899,555 798,523 5,698,077 4.04 1.85 5.902031 18,198,149 585,544 18,783,693 38.88 3.92 42.80 26,347,290 1,510,378 27,857,668 55.46 10.11 65.57 4,949,914 812,261 5,762,176 4.13 1.90 6.032032 18,576,976 596,080 19,173,056 40.04 4.03 44.07 26,468,065 1,552,545 28,020,610 56.28 10.53 66.81 5,001,212 826,317 5,827,529 4.21 1.95 6.172033 18,964,496 606,824 19,571,320 41.25 4.14 45.39 26,589,555 1,596,056 28,185,611 57.14 10.96 68.10 5,053,463 840,698 5,894,160 4.30 2.01 6.302034 19,260,609 596,688 19,857,297 42.26 4.14 46.40 26,742,074 1,629,355 28,371,429 58.04 11.23 69.27 5,105,845 857,317 5,963,161 4.39 2.07 6.452035 19,462,355 600,932 20,063,287 43.11 4.21 47.31 26,803,595 1,653,864 28,457,459 58.75 11.52 70.28 5,132,958 866,379 5,999,337 4.46 2.11 6.562036 19,666,427 605,205 20,271,633 43.95 4.28 48.23 26,865,298 1,678,767 28,544,065 59.46 11.82 71.28 5,160,323 875,541 6,035,864 4.51 2.15 6.662037 19,872,853 609,510 20,482,363 44.79 4.35 49.14 26,927,184 1,704,070 28,631,254 60.15 12.13 72.28 5,187,942 884,802 6,072,744 4.59 2.19 6.782038 20,081,662 613,845 20,695,506 45.68 4.42 50.10 26,989,255 1,729,780 28,719,035 60.88 12.45 73.33 5,215,816 894,165 6,109,981 4.66 2.24 6.902039 20,292,882 618,210 20,911,092 46.62 4.50 51.11 27,051,510 1,755,903 28,807,413 61.66 12.78 74.44 5,243,948 903,631 6,147,579 4.73 2.28 7.022040 20,506,544 622,607 21,129,151 47.54 4.58 52.11 27,113,951 1,782,448 28,896,399 62.42 13.11 75.53 5,272,341 913,200 6,185,540 4.81 2.33 7.142041 20,614,611 624,821 21,239,432 48.23 4.64 52.86 27,145,264 1,795,934 28,941,198 63.08 13.34 76.42 5,286,668 918,036 6,204,705 4.86 2.37 7.232042 20,723,304 627,043 21,350,347 48.96 4.70 53.65 27,176,624 1,809,529 28,986,153 63.79 13.59 77.38 5,301,062 922,900 6,223,962 4.92 2.40 7.332043 20,832,625 629,273 21,461,898 49.69 4.76 54.45 27,208,031 1,823,234 29,031,265 64.51 13.83 78.34 5,315,522 927,790 6,243,312 4.99 2.44 7.432044 20,942,580 631,511 21,574,091 50.43 4.82 55.25 27,239,485 1,837,049 29,076,534 65.22 14.08 79.30 5,330,050 932,707 6,262,756 5.05 2.48 7.532045 21,053,172 633,757 21,686,929 51.17 4.89 56.06 27,270,985 1,850,977 29,121,962 65.93 14.33 80.26 5,344,644 937,650 6,282,294 5.11 2.51 7.622046 21,108,789 634,883 21,743,672 51.78 4.94 56.72 27,286,759 1,857,996 29,144,755 66.58 14.53 81.11 5,351,975 940,136 6,292,110 5.17 2.55 7.712047 21,164,567 636,012 21,800,579 52.42 5.00 57.43 27,302,544 1,865,045 29,167,589 67.29 14.73 82.02 5,359,322 942,628 6,301,950 5.22 2.58 7.802048 21,220,506 637,143 21,857,650 53.08 5.06 58.14 27,318,342 1,872,122 29,190,463 68.00 14.94 82.94 5,366,687 945,127 6,311,814 5.28 2.61 7.892049 21,276,608 638,276 21,914,884 53.73 5.12 58.85 27,334,151 1,879,227 29,213,378 68.71 15.15 83.85 5,374,069 947,633 6,321,702 5.34 2.64 7.982050 21,332,873 639,411 21,972,284 54.40 5.18 59.58 27,349,972 1,886,361 29,236,333 69.43 15.36 84.79 5,381,468 950,145 6,331,613 5.40 2.67 8.072051 21,361,087 639,979 22,001,066 54.99 5.23 60.22 27,357,888 1,889,943 29,247,831 70.11 15.54 85.65 5,385,175 951,405 6,336,581 5.45 2.70 8.162052 21,389,342 640,548 22,029,890 55.57 5.29 60.86 27,365,807 1,893,532 29,259,339 70.79 15.72 86.51 5,388,888 952,667 6,341,555 5.51 2.73 8.252053 21,417,638 641,118 22,058,755 56.18 5.34 61.53 27,373,729 1,897,128 29,270,857 71.50 15.91 87.40 5,392,604 953,930 6,346,534 5.57 2.76 8.332054 21,445,974 641,688 22,087,662 56.82 5.40 62.22 27,381,655 1,900,731 29,282,386 72.23 16.09 88.33 5,396,325 955,195 6,351,520 5.62 2.79 8.422055 21,474,352 642,258 22,116,611 57.45 5.46 62.91 27,389,583 1,904,342 29,293,925 72.97 16.28 89.25 5,400,050 956,462 6,356,512 5.68 2.82 8.502056 21,488,562 642,544 22,131,106 58.04 5.51 63.55 27,393,548 1,906,151 29,299,699 73.68 16.46 90.14 5,401,915 957,096 6,359,011 5.73 2.85 8.592057 21,502,782 642,830 22,145,612 58.64 5.57 64.21 27,397,515 1,907,962 29,305,476 74.41 16.64 91.05 5,403,780 957,731 6,361,511 5.80 2.88 8.682058 21,517,012 643,115 22,160,128 59.25 5.63 64.88 27,401,482 1,909,774 29,311,256 75.15 16.82 91.96 5,405,647 958,366 6,364,013 5.86 2.91 8.772059 21,531,253 643,401 22,174,654 59.87 5.69 65.55 27,405,450 1,911,589 29,317,038 75.89 17.00 92.89 5,407,515 959,001 6,366,516 5.91 2.94 8.862060 21,545,504 643,687 22,189,191 60.48 5.74 66.23 27,409,418 1,913,405 29,322,823 76.64 17.18 93.82 5,409,384 959,637 6,369,021 5.98 2.97 8.952061 21,552,634 643,830 22,196,465 61.08 5.80 66.88 27,411,403 1,914,314 29,325,717 77.38 17.36 94.74 5,410,319 959,956 6,370,275 6.04 3.00 9.042062 21,559,768 643,973 22,203,741 61.69 5.86 67.55 27,413,388 1,915,224 29,328,611 78.13 17.54 95.67 5,411,254 960,274 6,371,528 6.09 3.04 9.132063 21,566,903 644,116 22,211,020 62.31 5.92 68.23 27,415,373 1,916,134 29,331,506 78.90 17.72 96.62 5,412,190 960,592 6,372,782 6.15 3.07 9.222064 21,574,042 644,260 22,218,301 62.95 5.98 68.92 27,417,358 1,917,044 29,334,402 79.69 17.90 97.58 5,413,126 960,911 6,374,037 6.21 3.10 9.312065 21,581,183 644,403 22,225,586 63.60 6.04 69.63 27,419,343 1,917,955 29,337,298 80.49 18.08 98.57 5,414,062 961,229 6,375,291 6.27 3.13 9.402066 21,584,755 644,474 22,229,229 64.24 6.10 70.34 27,420,336 1,918,411 29,338,747 81.30 18.26 99.56 5,414,530 961,389 6,375,919 6.34 3.16 9.502067 21,588,327 644,546 22,232,873 64.87 6.16 71.03 27,421,329 1,918,867 29,340,195 82.09 18.45 100.53 5,414,998 961,548 6,376,547 6.40 3.19 9.592068 21,591,900 644,618 22,236,518 65.51 6.22 71.72 27,422,322 1,919,323 29,341,644 82.88 18.63 101.51 5,415,467 961,708 6,377,174 6.46 3.22 9.692069 21,595,474 644,689 22,240,163 66.16 6.28 72.44 27,423,315 1,919,779 29,343,093 83.69 18.82 102.51 5,415,935 961,867 6,377,802 6.52 3.25 9.78


Annual AADT & Revenue DS 2A MTT - DS 2A DTT- DS 2A MLK - DS 2A



Page 112

Daily Traffic and Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total20122013 21,494 820 22,315 56,837 4,941 61,779 46,822 1,705 48,526 123,398 9,979 133,3772014 28,267 1,106 29,373 72,083 6,521 78,603 60,775 2,295 63,070 154,587 13,336 167,9232015 29,754 1,193 30,947 72,481 6,829 79,310 63,110 2,486 65,595 153,480 14,242 167,7222016 32,280 1,347 33,628 76,561 7,721 84,282 64,143 2,646 66,790 151,093 15,120 166,213 3,287 808 4,094 3,073 1,779 4,8522017 35,468 1,416 36,884 83,359 8,317 91,676 62,149 2,658 64,808 144,433 15,207 159,640 7,200 1,694 8,895 6,546 3,676 10,2222018 37,205 1,451 38,656 86,443 8,601 95,045 61,966 2,707 64,673 142,168 15,630 157,798 7,646 1,729 9,375 6,869 3,760 10,6292019 38,129 1,452 39,581 87,404 8,692 96,096 62,984 2,810 65,795 142,366 16,384 158,750 8,122 1,764 9,886 7,191 3,848 11,0392020 39,077 1,454 40,531 88,288 8,785 97,073 64,019 2,918 66,937 142,418 17,180 159,598 8,632 1,800 10,432 7,539 3,939 11,4782021 40,050 1,455 41,505 89,274 8,883 98,157 65,071 3,029 68,101 142,640 18,025 160,665 9,178 1,837 11,015 7,903 4,029 11,9322022 41,048 1,457 42,505 90,136 8,978 99,114 66,141 3,145 69,286 142,663 18,907 161,571 9,763 1,875 11,638 8,286 4,120 12,4062023 42,073 1,458 43,531 91,071 9,084 100,155 67,229 3,265 70,494 142,769 19,858 162,627 10,390 1,914 12,304 8,689 4,222 12,9122024 43,124 1,460 44,584 91,768 9,190 100,958 68,334 3,390 71,724 142,483 20,858 163,341 11,062 1,953 13,016 9,108 4,325 13,4322025 44,203 1,462 45,664 92,539 9,300 101,838 69,458 3,520 72,978 142,329 21,918 164,247 11,783 1,994 13,778 9,568 4,431 13,9992026 45,006 1,479 46,485 92,134 9,458 101,592 70,559 3,595 74,154 141,387 22,618 164,005 12,896 2,029 14,925 10,255 4,522 14,7772027 45,933 1,500 47,433 94,889 9,687 104,576 70,880 3,702 74,582 143,507 23,573 167,080 13,024 2,072 15,096 10,453 4,661 15,1142028 46,882 1,521 48,403 97,631 9,923 107,554 71,203 3,812 75,016 145,512 24,570 170,082 13,155 2,115 15,270 10,690 4,809 15,4992029 47,851 1,548 49,400 100,504 10,191 110,695 71,528 3,918 75,446 147,622 25,574 173,196 13,288 2,151 15,439 10,879 4,937 15,8162030 48,843 1,576 50,419 103,510 10,466 113,976 71,855 4,026 75,881 149,829 26,618 176,446 13,423 2,188 15,611 11,082 5,071 16,1532031 49,858 1,604 51,462 106,513 10,749 117,262 72,184 4,138 76,322 151,933 27,706 179,639 13,561 2,225 15,787 11,319 5,212 16,5302032 50,896 1,633 52,529 109,706 11,038 120,744 72,515 4,254 76,769 154,198 28,840 183,038 13,702 2,264 15,966 11,547 5,355 16,9022033 51,958 1,663 53,620 113,026 11,338 124,364 72,848 4,373 77,221 156,538 30,029 186,568 13,845 2,303 16,148 11,771 5,499 17,2712034 52,769 1,635 54,404 115,789 11,332 127,121 73,266 4,464 77,730 159,004 30,770 189,773 13,989 2,349 16,337 12,024 5,659 17,6832035 53,322 1,646 54,968 118,101 11,523 129,624 73,435 4,531 77,966 160,970 31,571 192,541 14,063 2,374 16,437 12,208 5,773 17,9812036 53,881 1,658 55,539 120,417 11,717 132,134 73,604 4,599 78,203 162,909 32,391 195,300 14,138 2,399 16,537 12,363 5,889 18,2512037 54,446 1,670 56,116 122,721 11,915 134,636 73,773 4,669 78,442 164,790 33,234 198,024 14,214 2,424 16,638 12,563 6,010 18,5732038 55,018 1,682 56,700 125,147 12,119 137,266 73,943 4,739 78,682 166,791 34,108 200,899 14,290 2,450 16,740 12,772 6,133 18,9052039 55,597 1,694 57,291 127,714 12,326 140,040 74,114 4,811 78,924 168,945 35,008 203,952 14,367 2,476 16,843 12,968 6,257 19,2252040 56,182 1,706 57,888 130,246 12,535 142,781 74,285 4,883 79,168 171,005 35,923 206,928 14,445 2,502 16,947 13,170 6,386 19,5562041 56,478 1,712 58,190 132,130 12,700 144,830 74,371 4,920 79,291 172,821 36,562 209,382 14,484 2,515 16,999 13,328 6,482 19,8102042 56,776 1,718 58,494 134,129 12,870 146,999 74,457 4,958 79,414 174,774 37,220 211,993 14,523 2,528 17,052 13,490 6,580 20,0702043 57,076 1,724 58,800 136,146 13,042 149,188 74,543 4,995 79,538 176,735 37,890 214,625 14,563 2,542 17,105 13,670 6,684 20,3552044 57,377 1,730 59,107 138,166 13,216 151,382 74,629 5,033 79,662 178,683 38,570 217,253 14,603 2,555 17,158 13,840 6,785 20,6242045 57,680 1,736 59,416 140,197 13,392 153,589 74,715 5,071 79,786 180,628 39,264 219,892 14,643 2,569 17,212 13,996 6,887 20,8832046 57,832 1,739 59,572 141,853 13,547 155,400 74,758 5,090 79,849 182,414 39,809 222,222 14,663 2,576 17,239 14,151 6,973 21,1242047 57,985 1,742 59,728 143,627 13,705 157,332 74,801 5,110 79,911 184,346 40,366 224,712 14,683 2,583 17,266 14,308 7,059 21,3672048 58,138 1,746 59,884 145,431 13,864 159,295 74,845 5,129 79,974 186,307 40,928 227,234 14,703 2,589 17,293 14,465 7,146 21,6122049 58,292 1,749 60,041 147,216 14,024 161,240 74,888 5,149 80,037 188,235 41,496 229,731 14,723 2,596 17,320 14,637 7,234 21,8712050 58,446 1,752 60,198 149,053 14,188 163,241 74,931 5,168 80,100 190,225 42,077 232,302 14,744 2,603 17,347 14,796 7,327 22,1232051 58,524 1,753 60,277 150,649 14,338 164,987 74,953 5,178 80,131 192,079 42,570 234,649 14,754 2,607 17,360 14,944 7,407 22,3512052 58,601 1,755 60,356 152,251 14,490 166,741 74,975 5,188 80,163 193,936 43,069 237,005 14,764 2,610 17,374 15,104 7,487 22,5922053 58,678 1,756 60,435 153,924 14,643 168,567 74,997 5,198 80,194 195,880 43,577 239,458 14,774 2,614 17,388 15,251 7,569 22,8192054 58,756 1,758 60,514 155,658 14,800 170,457 75,018 5,207 80,226 197,900 44,092 241,992 14,784 2,617 17,401 15,407 7,652 23,0592055 58,834 1,760 60,593 157,387 14,957 172,344 75,040 5,217 80,257 199,908 44,614 244,522 14,795 2,620 17,415 15,561 7,735 23,2972056 58,873 1,760 60,633 159,006 15,109 174,115 75,051 5,222 80,273 201,868 45,093 246,961 14,800 2,622 17,422 15,707 7,817 23,5242057 58,912 1,761 60,673 160,656 15,265 175,921 75,062 5,227 80,289 203,867 45,583 249,450 14,805 2,624 17,429 15,885 7,900 23,7852058 58,951 1,762 60,713 162,319 15,421 177,740 75,073 5,232 80,305 205,877 46,076 251,953 14,810 2,626 17,436 16,047 7,982 24,0292059 58,990 1,763 60,752 164,016 15,578 179,594 75,083 5,237 80,321 207,930 46,571 254,501 14,815 2,627 17,443 16,204 8,065 24,2692060 59,029 1,764 60,792 165,706 15,737 181,443 75,094 5,242 80,337 209,974 47,075 257,049 14,820 2,629 17,449 16,379 8,150 24,5292061 59,048 1,764 60,812 167,338 15,894 183,232 75,100 5,245 80,344 211,992 47,558 259,550 14,823 2,630 17,453 16,536 8,232 24,7682062 59,068 1,764 60,832 169,009 16,052 185,061 75,105 5,247 80,352 214,057 48,044 262,101 14,825 2,631 17,456 16,687 8,316 25,0032063 59,087 1,765 60,852 170,718 16,211 186,929 75,111 5,250 80,360 216,169 48,535 264,704 14,828 2,632 17,460 16,851 8,400 25,2512064 59,107 1,765 60,872 172,456 16,373 188,829 75,116 5,252 80,368 218,317 49,033 267,350 14,830 2,633 17,463 17,021 8,483 25,5042065 59,127 1,765 60,892 174,239 16,537 190,776 75,121 5,255 80,376 220,524 49,539 270,063 14,833 2,634 17,467 17,191 8,567 25,7582066 59,136 1,766 60,902 176,009 16,701 192,710 75,124 5,256 80,380 222,738 50,039 272,777 14,834 2,634 17,468 17,372 8,654 26,0262067 59,146 1,766 60,912 177,736 16,865 194,601 75,127 5,257 80,384 224,897 50,537 275,433 14,836 2,634 17,470 17,546 8,739 26,2852068 59,156 1,766 60,922 179,472 17,032 196,504 75,130 5,258 80,388 227,066 51,043 278,109 14,837 2,635 17,472 17,711 8,824 26,5352069 59,166 1,766 60,932 181,253 17,200 198,454 75,132 5,260 80,392 229,293 51,556 280,848 14,838 2,635 17,473 17,876 8,912 26,788


AADT & Daily Revenue DS 2AMTT - DS 2A DTT- DS 2A MLK - DS 2A



Page 113

Appendix E: DS 2B1 Annual Traffic and Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total20122013 7,845,452 299,475 8,144,927 20.75 1.80 22.5 17,089,896 622,246 17,712,142 45.04 3.64 48.72014 10,317,584 403,737 10,721,321 26.31 2.38 28.7 22,182,917 837,509 23,020,426 56.42 4.87 61.32015 10,860,090 435,479 11,295,569 26.46 2.49 28.9 23,035,002 907,229 23,942,230 56.02 5.20 61.22016 11,782,275 491,817 12,274,092 27.94 2.82 30.8 23,412,318 965,904 24,378,223 55.15 5.52 60.7 1,199,658 294,833 1,494,491 1.12 0.65 1.82017 12,945,826 516,799 13,462,625 30.43 3.04 33.5 22,684,550 970,263 23,654,813 52.72 5.55 58.3 2,628,098 618,477 3,246,574 2.39 1.34 3.72018 13,579,877 529,535 14,109,411 31.55 3.14 34.7 22,617,656 988,071 23,605,727 51.89 5.70 57.6 2,790,693 631,005 3,421,698 2.51 1.37 3.92019 13,917,122 530,084 14,447,206 31.90 3.17 35.1 22,989,262 1,025,783 24,015,045 51.96 5.98 57.9 2,964,616 643,844 3,608,460 2.62 1.40 4.02020 14,263,164 530,639 14,793,802 32.23 3.21 35.4 23,367,039 1,064,957 24,431,996 51.98 6.27 58.3 3,150,749 657,002 3,807,751 2.75 1.44 4.22021 14,618,242 531,198 15,149,440 32.59 3.24 35.8 23,751,091 1,105,652 24,856,742 52.06 6.58 58.6 3,350,045 670,487 4,020,532 2.88 1.47 4.42022 14,982,603 531,762 15,514,364 32.90 3.28 36.2 24,141,522 1,147,927 25,289,449 52.07 6.90 59.0 3,563,539 684,309 4,247,848 3.02 1.50 4.52023 15,356,498 532,330 15,888,828 33.24 3.32 36.6 24,538,441 1,191,845 25,730,286 52.11 7.25 59.4 3,792,354 698,478 4,490,832 3.17 1.54 4.72024 15,740,188 532,903 16,273,091 33.50 3.35 36.8 24,941,956 1,237,471 26,179,427 52.01 7.61 59.6 4,037,709 713,003 4,750,712 3.32 1.58 4.92025 16,133,939 533,481 16,667,420 33.78 3.39 37.2 25,352,178 1,284,873 26,637,050 51.95 8.00 60.0 4,300,927 727,894 5,028,821 3.49 1.62 5.12026 15,161,461 412,952 15,574,413 31.10 2.63 33.7 25,176,834 1,205,588 26,382,422 50.42 7.50 57.9 4,430,138 607,365 5,037,503 3.52 1.35 4.92027 15,487,557 418,257 15,905,814 32.07 2.69 34.8 25,301,581 1,242,684 26,544,265 51.20 7.83 59.0 4,491,908 624,258 5,116,166 3.60 1.40 5.02028 15,821,054 423,631 16,244,686 33.03 2.75 35.8 25,427,121 1,281,013 26,708,134 51.94 8.17 60.1 4,554,943 641,625 5,196,568 3.70 1.46 5.22029 16,162,130 430,647 16,592,777 34.04 2.82 36.9 25,553,459 1,317,625 26,871,084 52.71 8.52 61.2 4,619,270 656,768 5,276,038 3.78 1.51 5.32030 16,510,963 437,792 16,948,755 35.10 2.90 38.0 25,680,601 1,355,451 27,036,052 53.52 8.87 62.4 4,684,916 672,293 5,357,209 3.87 1.56 5.42031 16,867,738 445,068 17,312,806 36.15 2.97 39.1 25,808,554 1,394,535 27,203,089 54.30 9.25 63.5 4,751,911 688,210 5,440,121 3.97 1.61 5.62032 17,232,643 452,478 17,685,121 37.28 3.05 40.3 25,937,323 1,434,924 27,372,246 55.13 9.64 64.8 4,820,284 704,529 5,524,813 4.06 1.67 5.72033 17,605,873 460,024 18,065,897 38.44 3.13 41.6 26,066,914 1,476,666 27,543,580 55.99 10.05 66.0 4,890,066 721,261 5,611,327 4.16 1.72 5.92034 17,632,573 440,949 18,073,522 38.78 3.04 41.8 23,961,300 962,444 24,923,744 51.90 6.03 57.9 4,778,977 701,937 5,480,914 4.11 1.69 5.82035 17,824,399 443,783 18,268,182 39.57 3.09 42.7 24,021,015 976,310 24,997,326 52.55 6.18 58.7 4,813,980 711,718 5,525,698 4.18 1.73 5.92036 18,018,423 446,635 18,465,058 40.37 3.14 43.5 24,080,921 990,391 25,071,313 53.19 6.34 59.5 4,849,345 721,636 5,570,981 4.24 1.77 6.02037 18,214,672 449,505 18,664,177 41.16 3.19 44.4 24,141,019 1,004,690 25,145,709 53.82 6.50 60.3 4,885,076 731,693 5,616,769 4.32 1.81 6.12038 18,413,171 452,394 18,865,565 42.00 3.24 45.2 24,201,308 1,019,211 25,220,519 54.48 6.67 61.1 4,921,176 741,892 5,663,068 4.40 1.86 6.32039 18,613,949 455,302 19,069,251 42.88 3.29 46.2 24,261,790 1,033,958 25,295,748 55.20 6.84 62.0 4,957,651 752,234 5,709,885 4.47 1.90 6.42040 18,817,032 458,229 19,275,260 43.75 3.35 47.1 24,322,465 1,048,934 25,371,399 55.88 7.01 62.9 4,994,503 762,722 5,757,225 4.55 1.95 6.52041 18,919,740 459,701 19,379,441 44.40 3.39 47.8 24,352,900 1,056,538 25,409,438 56.48 7.14 63.6 5,013,120 768,040 5,781,160 4.61 1.98 6.62042 19,023,038 461,179 19,484,217 45.08 3.44 48.5 24,383,384 1,064,202 25,447,586 57.12 7.26 64.4 5,031,834 773,395 5,805,229 4.67 2.01 6.72043 19,126,930 462,661 19,589,591 45.77 3.48 49.2 24,413,916 1,071,926 25,485,841 57.77 7.39 65.2 5,050,645 778,788 5,829,433 4.74 2.05 6.82044 19,231,419 464,148 19,695,567 46.46 3.53 50.0 24,444,497 1,079,709 25,524,206 58.41 7.52 65.9 5,069,553 784,219 5,853,772 4.80 2.08 6.92045 19,336,509 465,640 19,802,149 47.15 3.57 50.7 24,475,127 1,087,554 25,562,681 59.06 7.65 66.7 5,088,560 789,688 5,878,248 4.86 2.12 7.02046 19,389,356 466,388 19,855,744 47.71 3.61 51.3 24,490,467 1,091,507 25,581,974 59.64 7.76 67.4 5,098,112 792,442 5,890,554 4.92 2.14 7.12047 19,442,355 467,138 19,909,493 48.32 3.65 52.0 24,505,819 1,095,475 25,601,294 60.28 7.87 68.1 5,107,690 795,205 5,902,895 4.97 2.17 7.12048 19,495,507 467,889 19,963,396 48.93 3.70 52.6 24,521,183 1,099,459 25,620,642 60.92 7.97 68.9 5,117,292 797,979 5,915,270 5.03 2.20 7.22049 19,548,811 468,641 20,017,452 49.54 3.74 53.3 24,536,560 1,103,459 25,640,019 61.55 8.08 69.6 5,126,919 800,762 5,927,681 5.09 2.23 7.32050 19,602,269 469,394 20,071,664 50.16 3.78 53.9 24,551,949 1,107,474 25,659,423 62.21 8.20 70.4 5,136,571 803,554 5,940,126 5.15 2.26 7.42051 19,629,075 469,771 20,098,847 50.70 3.82 54.5 24,559,649 1,109,490 25,669,139 62.82 8.29 71.1 5,141,410 804,956 5,946,366 5.21 2.29 7.52052 19,655,920 470,149 20,126,069 51.24 3.86 55.1 24,567,353 1,111,509 25,678,862 63.43 8.39 71.8 5,146,255 806,360 5,952,614 5.26 2.31 7.62053 19,682,803 470,527 20,153,330 51.81 3.90 55.7 24,575,060 1,113,532 25,688,592 64.06 8.49 72.5 5,151,106 807,766 5,958,872 5.31 2.34 7.72054 19,709,725 470,905 20,180,630 52.39 3.94 56.3 24,582,770 1,115,560 25,698,329 64.73 8.58 73.3 5,155,964 809,175 5,965,138 5.37 2.36 7.72055 19,736,685 471,283 20,207,969 52.98 3.99 57.0 24,590,483 1,117,591 25,708,073 65.38 8.69 74.1 5,160,828 810,586 5,971,413 5.43 2.39 7.82056 19,750,185 471,473 20,221,658 53.53 4.03 57.6 24,594,341 1,118,609 25,712,949 66.03 8.78 74.8 5,163,263 811,293 5,974,555 5.48 2.42 7.92057 19,763,694 471,662 20,235,357 54.08 4.07 58.2 24,598,199 1,119,627 25,717,827 66.68 8.87 75.6 5,165,699 812,000 5,977,699 5.54 2.44 8.02058 19,777,214 471,852 20,249,065 54.65 4.11 58.8 24,602,059 1,120,647 25,722,706 67.34 8.97 76.3 5,168,138 812,708 5,980,846 5.60 2.47 8.12059 19,790,742 472,041 20,262,784 55.22 4.15 59.4 24,605,919 1,121,667 25,727,587 68.01 9.07 77.1 5,170,577 813,417 5,983,994 5.65 2.50 8.12060 19,804,281 472,231 20,276,512 55.79 4.19 60.0 24,609,780 1,122,689 25,732,469 68.68 9.16 77.8 5,173,019 814,126 5,987,145 5.71 2.52 8.22061 19,811,055 472,326 20,283,381 56.34 4.23 60.6 24,611,711 1,123,200 25,734,912 69.34 9.26 78.6 5,174,240 814,481 5,988,721 5.77 2.55 8.32062 19,817,832 472,421 20,290,253 56.90 4.28 61.2 24,613,643 1,123,712 25,737,354 70.02 9.35 79.4 5,175,462 814,836 5,990,298 5.82 2.57 8.42063 19,824,611 472,516 20,297,127 57.48 4.32 61.8 24,615,574 1,124,224 25,739,798 70.71 9.45 80.2 5,176,684 815,192 5,991,876 5.88 2.60 8.52064 19,831,392 472,611 20,304,003 58.07 4.36 62.4 24,617,505 1,124,736 25,742,241 71.41 9.54 81.0 5,177,907 815,547 5,993,454 5.94 2.63 8.62065 19,838,176 472,706 20,310,882 58.67 4.40 63.1 24,619,437 1,125,248 25,744,685 72.13 9.64 81.8 5,179,130 815,903 5,995,033 6.00 2.65 8.72066 19,841,570 472,753 20,314,323 59.26 4.45 63.7 24,620,403 1,125,504 25,745,908 72.86 9.74 82.6 5,179,742 816,081 5,995,823 6.06 2.68 8.72067 19,844,963 472,800 20,317,764 59.84 4.49 64.3 24,621,369 1,125,761 25,747,130 73.56 9.84 83.4 5,180,354 816,258 5,996,612 6.12 2.71 8.82068 19,848,358 472,848 20,321,206 60.43 4.54 65.0 24,622,335 1,126,017 25,748,352 74.27 9.93 84.2 5,180,966 816,436 5,997,402 6.18 2.73 8.92069 19,851,753 472,895 20,324,648 61.03 4.58 65.6 24,623,301 1,126,274 25,749,575 75.00 10.03 85.0 5,181,578 816,614 5,998,192 6.24 2.76 9.0


Annual AADT & Revenue DS 2B1 MTT - DS 2B1 DTT- DS 2B1 MLK - DS 2B1



Page 114


LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 0 0 0 0 0 0 0 0 02013 21,494 820 22,315 56,837 4,941 61,779 46,822 1,705 48,526 123,398 9,979 133,377 0 0 02014 28,267 1,106 29,373 72,083 6,521 78,603 60,775 2,295 63,070 154,587 13,336 167,923 0 0 02015 29,754 1,193 30,947 72,481 6,829 79,310 63,110 2,486 65,595 153,480 14,242 167,722 0 0 02016 32,280 1,347 33,628 76,561 7,721 84,282 64,143 2,646 66,790 151,093 15,120 166,213 3,287 808 4,094 3,073 1,779 4,8522017 35,468 1,416 36,884 83,359 8,317 91,676 62,149 2,658 64,808 144,433 15,207 159,640 7,200 1,694 8,895 6,546 3,676 10,2222018 37,205 1,451 38,656 86,443 8,601 95,045 61,966 2,707 64,673 142,168 15,630 157,798 7,646 1,729 9,375 6,869 3,760 10,6292019 38,129 1,452 39,581 87,404 8,692 96,096 62,984 2,810 65,795 142,366 16,384 158,750 8,122 1,764 9,886 7,191 3,848 11,0392020 39,077 1,454 40,531 88,288 8,785 97,073 64,019 2,918 66,937 142,418 17,180 159,598 8,632 1,800 10,432 7,539 3,939 11,4782021 40,050 1,455 41,505 89,274 8,883 98,157 65,071 3,029 68,101 142,640 18,025 160,665 9,178 1,837 11,015 7,903 4,029 11,9322022 41,048 1,457 42,505 90,136 8,978 99,114 66,141 3,145 69,286 142,663 18,907 161,571 9,763 1,875 11,638 8,286 4,120 12,4062023 42,073 1,458 43,531 91,071 9,084 100,155 67,229 3,265 70,494 142,769 19,858 162,627 10,390 1,914 12,304 8,689 4,222 12,9122024 43,124 1,460 44,584 91,768 9,190 100,958 68,334 3,390 71,724 142,483 20,858 163,341 11,062 1,953 13,016 9,108 4,325 13,4322025 44,203 1,462 45,664 92,539 9,300 101,838 69,458 3,520 72,978 142,329 21,918 164,247 11,783 1,994 13,778 9,568 4,431 13,9992026 41,538 1,131 42,670 85,216 7,202 92,418 68,978 3,303 72,281 141,387 22,618 164,005 12,137 1,664 13,801 9,650 3,708 13,3582027 42,432 1,146 43,578 87,863 7,368 95,231 69,319 3,405 72,724 143,507 23,573 167,080 12,307 1,710 14,017 9,876 3,847 13,7232028 43,345 1,161 44,506 90,504 7,539 98,042 69,663 3,510 73,173 145,512 24,570 170,082 12,479 1,758 14,237 10,140 3,997 14,1362029 44,280 1,180 45,460 93,268 7,734 101,003 70,009 3,610 73,619 147,622 25,574 173,196 12,656 1,799 14,455 10,360 4,130 14,4892030 45,236 1,199 46,435 96,160 7,934 104,095 70,358 3,714 74,071 149,829 26,618 176,446 12,835 1,842 14,677 10,595 4,268 14,8642031 46,213 1,219 47,432 99,054 8,139 107,193 70,708 3,821 74,529 151,933 27,706 179,639 13,019 1,886 14,904 10,864 4,415 15,2802032 47,213 1,240 48,452 102,129 8,349 110,478 71,061 3,931 74,992 154,198 28,840 183,038 13,206 1,930 15,136 11,128 4,565 15,6932033 48,235 1,260 49,496 105,327 8,566 113,893 71,416 4,046 75,462 156,538 30,029 186,568 13,397 1,976 15,373 11,389 4,718 16,1072034 48,308 1,208 49,516 106,244 8,322 114,566 65,647 2,637 68,284 159,004 30,770 189,773 13,093 1,923 15,016 11,249 4,631 15,8802035 48,834 1,216 50,050 108,422 8,457 116,879 65,811 2,675 68,486 160,970 31,571 192,541 13,189 1,950 15,139 11,444 4,740 16,1842036 49,366 1,224 50,589 110,603 8,595 119,197 65,975 2,713 68,689 162,909 32,391 195,300 13,286 1,977 15,263 11,612 4,851 16,4642037 49,903 1,232 51,135 112,776 8,734 121,511 66,140 2,753 68,892 164,790 33,234 198,024 13,384 2,005 15,388 11,824 4,967 16,7912038 50,447 1,239 51,686 115,064 8,879 123,943 66,305 2,792 69,097 166,791 34,108 200,899 13,483 2,033 15,515 12,045 5,086 17,1312039 50,997 1,247 52,245 117,481 9,026 126,507 66,471 2,833 69,303 168,945 35,008 203,952 13,583 2,061 15,644 12,254 5,206 17,4602040 51,554 1,255 52,809 119,868 9,173 129,041 66,637 2,874 69,511 171,005 35,923 206,928 13,684 2,090 15,773 12,471 5,331 17,8012041 51,835 1,259 53,094 121,634 9,291 130,926 66,720 2,895 69,615 172,821 36,562 209,382 13,735 2,104 15,839 12,632 5,420 18,0522042 52,118 1,264 53,381 123,504 9,413 132,917 66,804 2,916 69,719 174,774 37,220 211,993 13,786 2,119 15,905 12,798 5,512 18,3102043 52,403 1,268 53,670 125,391 9,536 134,927 66,887 2,937 69,824 176,735 37,890 214,625 13,837 2,134 15,971 12,983 5,608 18,5912044 52,689 1,272 53,960 127,281 9,660 136,942 66,971 2,958 69,929 178,683 38,570 217,253 13,889 2,149 16,038 13,157 5,702 18,8592045 52,977 1,276 54,252 129,182 9,787 138,968 67,055 2,980 70,035 180,628 39,264 219,892 13,941 2,164 16,105 13,319 5,797 19,1162046 53,122 1,278 54,399 130,724 9,898 140,622 67,097 2,990 70,088 182,414 39,809 222,222 13,967 2,171 16,139 13,474 5,874 19,3482047 53,267 1,280 54,547 132,375 10,012 142,387 67,139 3,001 70,141 184,346 40,366 224,712 13,994 2,179 16,172 13,630 5,952 19,5822048 53,412 1,282 54,694 134,054 10,127 144,181 67,181 3,012 70,194 186,307 40,928 227,234 14,020 2,186 16,206 13,787 6,030 19,8172049 53,558 1,284 54,842 135,715 10,243 145,958 67,223 3,023 70,247 188,235 41,496 229,731 14,046 2,194 16,240 13,958 6,109 20,0672050 53,705 1,286 54,991 137,423 10,361 147,784 67,266 3,034 70,300 190,225 42,077 232,302 14,073 2,202 16,274 14,116 6,193 20,3092051 53,778 1,287 55,065 138,903 10,469 149,373 67,287 3,040 70,326 192,079 42,570 234,649 14,086 2,205 16,291 14,260 6,264 20,5242052 53,852 1,288 55,140 140,390 10,579 150,969 67,308 3,045 70,353 193,936 43,069 237,005 14,099 2,209 16,309 14,417 6,334 20,7512053 53,925 1,289 55,215 141,941 10,691 152,631 67,329 3,051 70,380 195,880 43,577 239,458 14,113 2,213 16,326 14,561 6,406 20,9662054 53,999 1,290 55,289 143,547 10,804 154,351 67,350 3,056 70,406 197,900 44,092 241,992 14,126 2,217 16,343 14,714 6,479 21,1922055 54,073 1,291 55,364 145,150 10,918 156,069 67,371 3,062 70,433 199,908 44,614 244,522 14,139 2,221 16,360 14,865 6,552 21,4172056 54,110 1,292 55,402 146,648 11,029 157,677 67,382 3,065 70,446 201,868 45,093 246,961 14,146 2,223 16,369 15,006 6,622 21,6282057 54,147 1,292 55,439 148,175 11,142 159,317 67,392 3,067 70,460 203,867 45,583 249,450 14,153 2,225 16,377 15,178 6,695 21,8722058 54,184 1,293 55,477 149,714 11,255 160,969 67,403 3,070 70,473 205,877 46,076 251,953 14,159 2,227 16,386 15,335 6,765 22,1002059 54,221 1,293 55,514 151,284 11,370 162,653 67,413 3,073 70,487 207,930 46,571 254,501 14,166 2,229 16,395 15,487 6,837 22,3242060 54,258 1,294 55,552 152,846 11,486 164,332 67,424 3,076 70,500 209,974 47,075 257,049 14,173 2,230 16,403 15,656 6,910 22,5662061 54,277 1,294 55,571 154,354 11,600 165,954 67,429 3,077 70,507 211,992 47,558 259,550 14,176 2,231 16,407 15,807 6,981 22,7882062 54,295 1,294 55,590 155,898 11,715 167,613 67,435 3,079 70,513 214,057 48,044 262,101 14,179 2,232 16,412 15,952 7,053 23,0052063 54,314 1,295 55,609 157,477 11,831 169,307 67,440 3,080 70,520 216,169 48,535 264,704 14,183 2,233 16,416 16,110 7,124 23,2352064 54,333 1,295 55,627 159,083 11,949 171,032 67,445 3,081 70,527 218,317 49,033 267,350 14,186 2,234 16,420 16,273 7,196 23,4692065 54,351 1,295 55,646 160,729 12,068 172,798 67,451 3,083 70,533 220,524 49,539 270,063 14,189 2,235 16,425 16,437 7,268 23,7052066 54,360 1,295 55,656 162,362 12,188 174,550 67,453 3,084 70,537 222,738 50,039 272,777 14,191 2,236 16,427 16,611 7,342 23,9522067 54,370 1,295 55,665 163,957 12,307 176,264 67,456 3,084 70,540 224,897 50,537 275,433 14,193 2,236 16,429 16,777 7,415 24,1922068 54,379 1,295 55,675 165,560 12,429 177,989 67,458 3,085 70,543 227,066 51,043 278,109 14,194 2,237 16,431 16,936 7,487 24,4232069 54,388 1,296 55,684 167,203 12,552 179,755 67,461 3,086 70,547 229,293 51,556 280,848 14,196 2,237 16,433 17,094 7,562 24,656


AADT & Daily Revenue DS 2B1MTT - DS 2B1 DTT- DS 2B1 MLK - DS 2B1



Page 115

Appendix F: DS 2B2 Annual Traffic and Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total20122013 7,845,452 299,475 8,144,927 20.75 1.80 22.5 17,089,896 622,246 17,712,142 45.04 3.64 48.72014 10,317,584 403,737 10,721,321 26.31 2.38 28.7 22,182,917 837,509 23,020,426 56.42 4.87 61.32015 10,860,090 435,479 11,295,569 26.46 2.49 28.9 23,035,002 907,229 23,942,230 56.02 5.20 61.22016 11,782,275 491,817 12,274,092 27.94 2.82 30.8 23,412,318 965,904 24,378,223 55.15 5.52 60.7 1,199,658 294,833 1,494,491 1.12 0.65 1.82017 12,945,826 516,799 13,462,625 30.43 3.04 33.5 22,684,550 970,263 23,654,813 52.72 5.55 58.3 2,628,098 618,477 3,246,574 2.39 1.34 3.72018 13,579,877 529,535 14,109,411 31.55 3.14 34.7 22,617,656 988,071 23,605,727 51.89 5.70 57.6 2,790,693 631,005 3,421,698 2.51 1.37 3.92019 13,917,122 530,084 14,447,206 31.90 3.17 35.1 22,989,262 1,025,783 24,015,045 51.96 5.98 57.9 2,964,616 643,844 3,608,460 2.62 1.40 4.02020 14,263,164 530,639 14,793,802 32.23 3.21 35.4 23,367,039 1,064,957 24,431,996 51.98 6.27 58.3 3,150,749 657,002 3,807,751 2.75 1.44 4.22021 14,618,242 531,198 15,149,440 32.59 3.24 35.8 23,751,091 1,105,652 24,856,742 52.06 6.58 58.6 3,350,045 670,487 4,020,532 2.88 1.47 4.42022 14,982,603 531,762 15,514,364 32.90 3.28 36.2 24,141,522 1,147,927 25,289,449 52.07 6.90 59.0 3,563,539 684,309 4,247,848 3.02 1.50 4.52023 15,356,498 532,330 15,888,828 33.24 3.32 36.6 24,538,441 1,191,845 25,730,286 52.11 7.25 59.4 3,792,354 698,478 4,490,832 3.17 1.54 4.72024 15,740,188 532,903 16,273,091 33.50 3.35 36.8 24,941,956 1,237,471 26,179,427 52.01 7.61 59.6 4,037,709 713,003 4,750,712 3.32 1.58 4.92025 16,133,939 533,481 16,667,420 33.78 3.39 37.2 25,352,178 1,284,873 26,637,050 51.95 8.00 60.0 4,300,927 727,894 5,028,821 3.49 1.62 5.12026 15,561,207 436,359 15,997,567 31.93 2.73 34.7 25,262,336 1,220,502 26,482,838 50.61 7.57 58.2 4,396,257 625,180 5,021,437 3.50 1.39 4.92027 15,886,024 443,089 16,329,113 32.90 2.80 35.7 25,396,515 1,256,732 26,653,247 51.41 7.90 59.3 4,461,806 640,508 5,102,314 3.58 1.44 5.02028 16,218,071 449,923 16,667,993 33.87 2.87 36.7 25,531,629 1,294,135 26,825,765 52.17 8.23 60.4 4,528,620 656,216 5,184,836 3.68 1.49 5.22029 16,557,516 458,620 17,016,136 34.88 2.95 37.8 25,667,685 1,329,708 26,997,393 52.97 8.57 61.5 4,596,725 669,449 5,266,174 3.76 1.54 5.32030 16,904,533 467,500 17,372,033 35.93 3.04 39.0 25,804,692 1,366,434 27,171,126 53.81 8.92 62.7 4,666,150 682,974 5,349,124 3.85 1.58 5.42031 17,259,299 476,567 17,735,866 36.99 3.12 40.1 25,942,656 1,404,357 27,347,013 54.61 9.29 63.9 4,736,920 696,799 5,433,720 3.95 1.63 5.62032 17,621,997 485,824 18,107,821 38.12 3.21 41.3 26,081,586 1,443,520 27,525,107 55.47 9.68 65.1 4,809,067 710,931 5,519,998 4.05 1.68 5.72033 17,992,811 495,276 18,488,087 39.28 3.30 42.6 26,221,491 1,483,969 27,705,460 56.36 10.08 66.4 4,882,617 725,377 5,607,994 4.15 1.73 5.92034 17,944,471 468,214 18,412,685 39.43 3.17 42.6 24,051,618 967,557 25,019,175 52.12 6.13 58.2 4,731,123 706,957 5,438,080 4.06 1.70 5.82035 18,134,441 471,826 18,606,266 40.23 3.22 43.5 24,115,943 981,121 25,097,064 52.78 6.28 59.1 4,767,765 715,640 5,483,404 4.14 1.74 5.92036 18,326,550 475,465 18,802,015 41.03 3.28 44.3 24,180,493 994,891 25,175,384 53.44 6.44 59.9 4,804,766 724,430 5,529,196 4.20 1.78 6.02037 18,520,822 479,133 18,999,955 41.82 3.34 45.2 24,245,270 1,008,871 25,254,141 54.08 6.60 60.7 4,842,129 733,330 5,575,459 4.28 1.82 6.12038 18,717,284 482,829 19,200,113 42.66 3.40 46.1 24,310,274 1,023,065 25,333,339 54.76 6.76 61.5 4,879,860 742,340 5,622,200 4.36 1.86 6.22039 18,915,962 486,553 19,402,515 43.54 3.46 47.0 24,375,506 1,037,477 25,412,982 55.49 6.94 62.4 4,917,960 751,462 5,669,422 4.44 1.90 6.32040 19,116,881 490,307 19,607,187 44.41 3.52 47.9 24,440,967 1,052,109 25,493,075 56.19 7.11 63.3 4,956,435 760,697 5,717,133 4.52 1.94 6.52041 19,218,474 492,198 19,710,672 45.06 3.56 48.6 24,473,812 1,059,537 25,533,349 56.79 7.23 64.0 4,975,862 765,372 5,741,234 4.58 1.97 6.52042 19,320,641 494,096 19,814,737 45.74 3.61 49.4 24,506,715 1,067,022 25,573,737 57.45 7.36 64.8 4,995,384 770,076 5,765,461 4.64 2.00 6.62043 19,423,385 496,002 19,919,387 46.43 3.66 50.1 24,539,676 1,074,565 25,614,241 58.10 7.49 65.6 5,015,003 774,809 5,789,812 4.71 2.04 6.72044 19,526,710 497,915 20,024,625 47.13 3.71 50.8 24,572,695 1,082,166 25,654,861 58.76 7.62 66.4 5,034,718 779,572 5,814,290 4.77 2.07 6.82045 19,630,618 499,836 20,130,454 47.82 3.76 51.6 24,605,772 1,089,826 25,695,598 59.41 7.75 67.2 5,054,530 784,364 5,838,894 4.83 2.10 6.92046 19,682,866 500,800 20,183,666 48.39 3.81 52.2 24,622,340 1,093,685 25,716,024 60.00 7.86 67.9 5,064,484 786,775 5,851,260 4.89 2.13 7.02047 19,735,262 501,766 20,237,028 49.00 3.85 52.9 24,638,922 1,097,559 25,736,481 60.64 7.97 68.6 5,074,464 789,194 5,863,657 4.94 2.16 7.12048 19,787,806 502,734 20,290,540 49.61 3.90 53.5 24,655,519 1,101,448 25,756,967 61.30 8.08 69.4 5,084,468 791,620 5,876,087 5.00 2.18 7.22049 19,840,498 503,704 20,344,202 50.23 3.94 54.2 24,672,130 1,105,352 25,777,482 61.94 8.19 70.1 5,094,496 794,053 5,888,549 5.06 2.21 7.32050 19,893,339 504,675 20,398,014 50.85 3.99 54.8 24,688,756 1,109,271 25,798,027 62.60 8.30 70.9 5,104,550 796,494 5,901,044 5.12 2.24 7.42051 19,919,835 505,162 20,424,997 51.40 4.03 55.4 24,697,076 1,111,238 25,808,315 63.21 8.40 71.6 5,109,589 797,718 5,907,307 5.17 2.27 7.42052 19,946,368 505,649 20,452,017 51.95 4.08 56.0 24,705,400 1,113,209 25,818,610 63.83 8.49 72.3 5,114,634 798,945 5,913,579 5.23 2.29 7.52053 19,972,938 506,137 20,479,075 52.52 4.12 56.6 24,713,728 1,115,184 25,828,912 64.47 8.59 73.1 5,119,686 800,173 5,919,858 5.28 2.32 7.62054 19,999,546 506,625 20,506,171 53.11 4.16 57.3 24,722,059 1,117,162 25,839,222 65.14 8.69 73.8 5,124,743 801,403 5,926,146 5.34 2.34 7.72055 20,026,192 507,113 20,533,305 53.70 4.21 57.9 24,730,394 1,119,145 25,849,539 65.80 8.80 74.6 5,129,807 802,635 5,932,442 5.39 2.37 7.82056 20,039,534 507,358 20,546,891 54.26 4.25 58.5 24,734,564 1,120,138 25,854,702 66.45 8.89 75.3 5,132,342 803,252 5,935,594 5.44 2.39 7.82057 20,052,885 507,603 20,560,487 54.82 4.30 59.1 24,738,734 1,121,132 25,859,866 67.11 8.99 76.1 5,134,879 803,869 5,938,748 5.51 2.42 7.92058 20,066,245 507,847 20,574,093 55.39 4.34 59.7 24,742,905 1,122,127 25,865,032 67.77 9.08 76.9 5,137,417 804,487 5,941,904 5.56 2.44 8.02059 20,079,615 508,092 20,587,707 55.97 4.38 60.4 24,747,077 1,123,123 25,870,200 68.45 9.18 77.6 5,139,957 805,105 5,945,063 5.62 2.47 8.12060 20,092,995 508,337 20,601,332 56.55 4.43 61.0 24,751,250 1,124,120 25,875,370 69.12 9.28 78.4 5,142,499 805,724 5,948,223 5.68 2.50 8.22061 20,099,689 508,460 20,608,149 57.10 4.47 61.6 24,753,337 1,124,619 25,877,956 69.79 9.37 79.2 5,143,770 806,034 5,949,804 5.74 2.52 8.32062 20,106,386 508,582 20,614,968 57.67 4.52 62.2 24,755,424 1,125,118 25,880,542 70.47 9.47 79.9 5,145,042 806,344 5,951,386 5.79 2.55 8.32063 20,113,085 508,705 20,621,790 58.26 4.56 62.8 24,757,512 1,125,617 25,883,129 71.17 9.56 80.7 5,146,314 806,653 5,952,968 5.85 2.57 8.42064 20,119,787 508,828 20,628,614 58.85 4.61 63.5 24,759,600 1,126,117 25,885,717 71.87 9.66 81.5 5,147,587 806,964 5,954,550 5.90 2.60 8.52065 20,126,491 508,950 20,635,441 59.46 4.66 64.1 24,761,687 1,126,617 25,888,304 72.60 9.76 82.4 5,148,860 807,274 5,956,134 5.96 2.62 8.62066 20,129,844 509,012 20,638,856 60.06 4.70 64.8 24,762,732 1,126,867 25,889,599 73.33 9.86 83.2 5,149,497 807,429 5,956,925 6.03 2.65 8.72067 20,133,198 509,073 20,642,271 60.65 4.75 65.4 24,763,776 1,127,117 25,890,893 74.04 9.96 84.0 5,150,133 807,584 5,957,717 6.09 2.68 8.82068 20,136,552 509,134 20,645,686 61.24 4.79 66.0 24,764,820 1,127,367 25,892,187 74.76 10.06 84.8 5,150,770 807,739 5,958,510 6.15 2.70 8.82069 20,139,907 509,196 20,649,103 61.85 4.84 66.7 24,765,864 1,127,618 25,893,482 75.49 10.16 85.6 5,151,407 807,894 5,959,302 6.20 2.73 8.9


Annual AADT & Revenue DS 2B2MTT - DS 2B2 DTT- DS 2B2 MLK - DS 2B2



Page 116


LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 0 0 0 0 0 0 0 0 02013 21,494 820 22,315 56,837 4,941 61,779 46,822 1,705 48,526 123,398 9,979 133,377 0 0 02014 28,267 1,106 29,373 72,083 6,521 78,603 60,775 2,295 63,070 154,587 13,336 167,923 0 0 02015 29,754 1,193 30,947 72,481 6,829 79,310 63,110 2,486 65,595 153,480 14,242 167,722 0 0 02016 32,280 1,347 33,628 76,561 7,721 84,282 64,143 2,646 66,790 151,093 15,120 166,213 3,287 808 4,094 3,073 1,779 4,8522017 35,468 1,416 36,884 83,359 8,317 91,676 62,149 2,658 64,808 144,433 15,207 159,640 7,200 1,694 8,895 6,546 3,676 10,2222018 37,205 1,451 38,656 86,443 8,601 95,045 61,966 2,707 64,673 142,168 15,630 157,798 7,646 1,729 9,375 6,869 3,760 10,6292019 38,129 1,452 39,581 87,404 8,692 96,096 62,984 2,810 65,795 142,366 16,384 158,750 8,122 1,764 9,886 7,191 3,848 11,0392020 39,077 1,454 40,531 88,288 8,785 97,073 64,019 2,918 66,937 142,418 17,180 159,598 8,632 1,800 10,432 7,539 3,939 11,4782021 40,050 1,455 41,505 89,274 8,883 98,157 65,071 3,029 68,101 142,640 18,025 160,665 9,178 1,837 11,015 7,903 4,029 11,9322022 41,048 1,457 42,505 90,136 8,978 99,114 66,141 3,145 69,286 142,663 18,907 161,571 9,763 1,875 11,638 8,286 4,120 12,4062023 42,073 1,458 43,531 91,071 9,084 100,155 67,229 3,265 70,494 142,769 19,858 162,627 10,390 1,914 12,304 8,689 4,222 12,9122024 43,124 1,460 44,584 91,768 9,190 100,958 68,334 3,390 71,724 142,483 20,858 163,341 11,062 1,953 13,016 9,108 4,325 13,4322025 44,203 1,462 45,664 92,539 9,300 101,838 69,458 3,520 72,978 142,329 21,918 164,247 11,783 1,994 13,778 9,568 4,431 13,9992026 42,633 1,196 43,829 87,477 7,470 94,947 69,212 3,344 72,556 138,648 20,748 159,395 12,045 1,713 13,757 9,576 3,817 13,3932027 43,523 1,214 44,737 90,135 7,662 97,796 69,579 3,443 73,023 140,843 21,631 162,473 12,224 1,755 13,979 9,810 3,948 13,7572028 44,433 1,233 45,666 92,781 7,859 100,640 69,950 3,546 73,495 142,928 22,554 165,482 12,407 1,798 14,205 10,081 4,087 14,1692029 45,363 1,256 46,620 95,553 8,084 103,637 70,322 3,643 73,965 145,122 23,482 168,604 12,594 1,834 14,428 10,309 4,209 14,5182030 46,314 1,281 47,595 98,451 8,315 106,766 70,698 3,744 74,441 147,415 24,447 171,862 12,784 1,871 14,655 10,553 4,336 14,8892031 47,286 1,306 48,591 101,347 8,553 109,900 71,076 3,848 74,923 149,610 25,456 175,066 12,978 1,909 14,887 10,830 4,470 15,3012032 48,279 1,331 49,610 104,425 8,797 113,223 71,456 3,955 75,411 151,968 26,507 178,476 13,176 1,948 15,123 11,102 4,606 15,7082033 49,295 1,357 50,652 107,625 9,050 116,675 71,840 4,066 75,905 154,405 27,612 182,017 13,377 1,987 15,364 11,372 4,744 16,1172034 49,163 1,283 50,446 108,040 8,676 116,716 65,895 2,651 68,546 142,783 16,784 159,567 12,962 1,937 14,899 11,136 4,664 15,8012035 49,683 1,293 50,976 110,220 8,829 119,048 66,071 2,688 68,759 144,607 17,205 161,812 13,062 1,961 15,023 11,334 4,766 16,1002036 50,210 1,303 51,512 112,403 8,983 121,386 66,248 2,726 68,974 146,410 17,634 164,044 13,164 1,985 15,148 11,506 4,870 16,3762037 50,742 1,313 52,055 114,576 9,141 123,716 66,425 2,764 69,189 148,160 18,076 166,235 13,266 2,009 15,275 11,720 4,978 16,6992038 51,280 1,323 52,603 116,863 9,303 126,167 66,603 2,803 69,406 150,020 18,533 168,553 13,369 2,034 15,403 11,944 5,089 17,0332039 51,825 1,333 53,158 119,282 9,469 128,751 66,782 2,842 69,625 152,020 19,004 171,024 13,474 2,059 15,533 12,156 5,201 17,3572040 52,375 1,343 53,718 121,668 9,636 131,304 66,962 2,882 69,844 153,937 19,483 173,420 13,579 2,084 15,663 12,376 5,317 17,6922041 52,653 1,348 54,002 123,442 9,766 133,208 67,052 2,903 69,954 155,602 19,820 175,422 13,632 2,097 15,729 12,539 5,401 17,9402042 52,933 1,354 54,287 125,320 9,900 135,220 67,142 2,923 70,065 157,393 20,167 177,559 13,686 2,110 15,796 12,706 5,488 18,1942043 53,215 1,359 54,574 127,215 10,036 137,251 67,232 2,944 70,176 159,192 20,520 179,712 13,740 2,123 15,862 12,892 5,579 18,4712044 53,498 1,364 54,862 129,113 10,173 139,286 67,322 2,965 70,287 160,980 20,879 181,859 13,794 2,136 15,930 13,067 5,668 18,7352045 53,783 1,369 55,152 131,021 10,312 141,334 67,413 2,986 70,399 162,766 21,245 184,011 13,848 2,149 15,997 13,230 5,758 18,9882046 53,926 1,372 55,298 132,575 10,433 143,009 67,458 2,996 70,455 164,392 21,534 185,926 13,875 2,156 16,031 13,385 5,832 19,2172047 54,069 1,375 55,444 134,239 10,557 144,796 67,504 3,007 70,511 166,150 21,831 187,981 13,903 2,162 16,065 13,541 5,907 19,4482048 54,213 1,377 55,591 135,932 10,681 146,613 67,549 3,018 70,567 167,935 22,130 190,065 13,930 2,169 16,099 13,698 5,982 19,6812049 54,358 1,380 55,738 137,605 10,807 148,412 67,595 3,028 70,623 169,690 22,432 192,122 13,958 2,175 16,133 13,869 6,058 19,9282050 54,502 1,383 55,885 139,327 10,935 150,261 67,640 3,039 70,680 171,502 22,741 194,243 13,985 2,182 16,167 14,028 6,139 20,1672051 54,575 1,384 55,959 140,822 11,051 151,873 67,663 3,044 70,708 173,183 23,004 196,187 13,999 2,186 16,184 14,172 6,207 20,3792052 54,648 1,385 56,033 142,323 11,169 153,492 67,686 3,050 70,736 174,866 23,271 198,137 14,013 2,189 16,202 14,329 6,276 20,6052053 54,720 1,387 56,107 143,890 11,288 155,178 67,709 3,055 70,764 176,628 23,543 200,171 14,027 2,192 16,219 14,472 6,345 20,8172054 54,793 1,388 56,181 145,513 11,410 156,923 67,732 3,061 70,792 178,458 23,818 202,276 14,040 2,196 16,236 14,625 6,416 21,0412055 54,866 1,389 56,256 147,133 11,532 158,665 67,755 3,066 70,821 180,279 24,098 204,376 14,054 2,199 16,253 14,776 6,488 21,2632056 54,903 1,390 56,293 148,648 11,650 160,298 67,766 3,069 70,835 182,051 24,355 206,406 14,061 2,201 16,262 14,916 6,557 21,4732057 54,939 1,391 56,330 150,192 11,770 161,963 67,777 3,072 70,849 183,858 24,619 208,477 14,068 2,202 16,271 15,087 6,628 21,7152058 54,976 1,391 56,367 151,749 11,891 163,640 67,789 3,074 70,863 185,676 24,883 210,559 14,075 2,204 16,279 15,244 6,697 21,9412059 55,013 1,392 56,405 153,337 12,013 165,350 67,800 3,077 70,877 187,531 25,149 212,680 14,082 2,206 16,288 15,395 6,767 22,1622060 55,049 1,393 56,442 154,918 12,136 167,054 67,812 3,080 70,891 189,380 25,421 214,801 14,089 2,207 16,297 15,564 6,839 22,4032061 55,068 1,393 56,461 156,445 12,257 168,702 67,817 3,081 70,899 191,203 25,680 216,883 14,093 2,208 16,301 15,714 6,909 22,6222062 55,086 1,393 56,479 158,008 12,379 170,387 67,823 3,083 70,906 193,068 25,941 219,009 14,096 2,209 16,305 15,858 6,979 22,8372063 55,104 1,394 56,498 159,607 12,502 172,109 67,829 3,084 70,913 194,975 26,205 221,181 14,099 2,210 16,310 16,016 7,050 23,0662064 55,123 1,394 56,517 161,233 12,627 173,860 67,835 3,085 70,920 196,915 26,473 223,388 14,103 2,211 16,314 16,178 7,120 23,2982065 55,141 1,394 56,535 162,900 12,754 175,655 67,840 3,087 70,927 198,908 26,747 225,655 14,106 2,212 16,318 16,341 7,191 23,5322066 55,150 1,395 56,545 164,554 12,881 177,436 67,843 3,087 70,930 200,907 27,017 227,924 14,108 2,212 16,320 16,514 7,264 23,7782067 55,159 1,395 56,554 166,170 13,008 179,177 67,846 3,088 70,934 202,855 27,284 230,140 14,110 2,213 16,323 16,680 7,336 24,0162068 55,169 1,395 56,564 167,794 13,136 180,930 67,849 3,089 70,937 204,814 27,557 232,370 14,112 2,213 16,325 16,837 7,407 24,2442069 55,178 1,395 56,573 169,459 13,266 182,725 67,852 3,089 70,941 206,823 27,834 234,657 14,113 2,213 16,327 16,995 7,481 24,476


AADT & Daily Revenue DS 2B2MTT - DS 2B2 DTT- DS 2B2 MLK - DS 2B2



Page 117

Appendix G: DS 2C Annual Traffic and Revenue

LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total20122013 7,845,452 299,475 8,144,927 20.75 1.80 22.5 17,089,896 622,246 17,712,142 45.04 3.64 48.72014 10,317,584 403,737 10,721,321 26.31 2.38 28.7 22,182,917 837,509 23,020,426 56.42 4.87 61.32015 10,860,090 435,479 11,295,569 26.46 2.49 28.9 23,035,002 907,229 23,942,230 56.02 5.20 61.22016 11,436,488 469,759 11,906,247 26.44 2.59 29.0 23,919,836 989,045 24,908,881 55.27 5.56 60.82017 12,238,961 510,610 12,749,571 27.51 2.82 30.3 24,059,866 1,032,132 25,091,998 53.74 5.74 59.5 1,272,916 300,683 1,573,599 1.14 0.64 1.82018 13,201,668 515,323 13,716,991 29.45 2.93 32.4 23,145,298 1,011,513 24,156,811 51.01 5.60 56.6 2,790,693 631,005 3,421,698 2.42 1.33 3.72019 13,917,122 530,084 14,447,206 30.62 3.04 33.7 22,989,262 1,025,783 24,015,045 49.95 5.73 55.7 2,964,616 643,844 3,608,460 2.54 1.36 3.92020 14,263,164 530,639 14,793,802 30.94 3.07 34.0 23,367,039 1,064,957 24,431,996 49.98 6.01 56.0 3,150,749 657,002 3,807,751 2.66 1.39 4.02021 14,618,242 531,198 15,149,440 31.27 3.10 34.4 23,751,091 1,105,652 24,856,742 50.03 6.30 56.3 3,350,045 670,487 4,020,532 2.79 1.42 4.22022 14,982,603 531,762 15,514,364 31.55 3.14 34.7 24,141,522 1,147,927 25,289,449 50.00 6.61 56.6 3,563,539 684,309 4,247,848 2.92 1.45 4.42023 15,356,498 532,330 15,888,828 31.87 3.17 35.0 24,538,441 1,191,845 25,730,286 50.03 6.94 57.0 3,792,354 698,478 4,490,832 3.06 1.49 4.62024 15,740,188 532,903 16,273,091 32.13 3.21 35.3 24,941,956 1,237,471 26,179,427 49.96 7.29 57.2 4,037,709 713,003 4,750,712 3.21 1.52 4.72025 16,133,939 533,481 16,667,420 32.39 3.25 35.6 25,352,178 1,284,873 26,637,050 49.88 7.66 57.5 4,300,927 727,894 5,028,821 3.37 1.56 4.92026 16,427,324 539,688 16,967,012 32.35 3.32 35.7 25,753,980 1,312,185 27,066,165 49.67 7.94 57.6 4,707,171 740,579 5,447,750 3.63 1.60 5.22027 16,765,697 547,363 17,313,060 33.45 3.42 36.9 25,871,250 1,351,217 27,222,466 50.60 8.31 58.9 4,753,940 756,106 5,510,045 3.69 1.64 5.32028 17,111,777 555,147 17,666,924 34.45 3.50 38.0 25,989,211 1,391,487 27,380,698 51.35 8.66 60.0 4,801,583 771,969 5,573,552 3.76 1.69 5.52029 17,465,749 565,082 18,030,831 35.45 3.59 39.0 26,107,868 1,429,892 27,537,760 52.07 9.02 61.1 4,850,116 785,094 5,635,211 3.85 1.74 5.62030 17,827,808 575,213 18,403,020 36.50 3.69 40.2 26,227,226 1,469,508 27,696,734 52.83 9.39 62.2 4,899,555 798,523 5,698,077 3.91 1.79 5.72031 18,198,149 585,544 18,783,693 37.59 3.79 41.4 26,347,290 1,510,378 27,857,668 53.62 9.77 63.4 4,949,914 812,261 5,762,176 3.99 1.84 5.82032 18,576,976 596,080 19,173,056 38.68 3.89 42.6 26,468,065 1,552,545 28,020,610 54.37 10.17 64.5 5,001,212 826,317 5,827,529 4.07 1.89 6.02033 18,964,496 606,824 19,571,320 39.84 4.00 43.8 26,589,555 1,596,056 28,185,611 55.18 10.59 65.8 5,053,463 840,698 5,894,160 4.15 1.94 6.12034 19,260,609 596,688 19,857,297 40.84 4.00 44.8 26,742,074 1,629,355 28,371,429 56.08 10.85 66.9 5,105,845 857,317 5,963,161 4.24 2.00 6.22035 19,462,355 600,932 20,063,287 41.64 4.06 45.7 26,803,595 1,653,864 28,457,459 56.76 11.13 67.9 5,132,958 866,379 5,999,337 4.30 2.04 6.32036 19,666,427 605,205 20,271,633 42.48 4.13 46.6 26,865,298 1,678,767 28,544,065 57.46 11.42 68.9 5,160,323 875,541 6,035,864 4.37 2.08 6.42037 19,872,853 609,510 20,482,363 43.31 4.20 47.5 26,927,184 1,704,070 28,631,254 58.16 11.72 69.9 5,187,942 884,802 6,072,744 4.43 2.12 6.52038 20,081,662 613,845 20,695,506 44.14 4.27 48.4 26,989,255 1,729,780 28,719,035 58.83 12.03 70.9 5,215,816 894,165 6,109,981 4.50 2.16 6.72039 20,292,882 618,210 20,911,092 45.01 4.35 49.4 27,051,510 1,755,903 28,807,413 59.54 12.34 71.9 5,243,948 903,631 6,147,579 4.57 2.21 6.82040 20,506,544 622,607 21,129,151 45.94 4.42 50.4 27,113,951 1,782,448 28,896,399 60.31 12.67 73.0 5,272,341 913,200 6,185,540 4.64 2.25 6.92041 20,614,611 624,821 21,239,432 46.61 4.48 51.1 27,145,264 1,795,934 28,941,198 60.97 12.90 73.9 5,286,668 918,036 6,204,705 4.70 2.29 7.02042 20,723,304 627,043 21,350,347 47.29 4.54 51.8 27,176,624 1,809,529 28,986,153 61.62 13.13 74.7 5,301,062 922,900 6,223,962 4.76 2.32 7.12043 20,832,625 629,273 21,461,898 48.00 4.60 52.6 27,208,031 1,823,234 29,031,265 62.31 13.36 75.7 5,315,522 927,790 6,243,312 4.82 2.36 7.22044 20,942,580 631,511 21,574,091 48.73 4.66 53.4 27,239,485 1,837,049 29,076,534 63.01 13.60 76.6 5,330,050 932,707 6,262,756 4.88 2.39 7.32045 21,053,172 633,757 21,686,929 49.45 4.72 54.2 27,270,985 1,850,977 29,121,962 63.71 13.85 77.6 5,344,644 937,650 6,282,294 4.94 2.43 7.42046 21,108,789 634,883 21,743,672 50.05 4.78 54.8 27,286,759 1,857,996 29,144,755 64.36 14.04 78.4 5,351,975 940,136 6,292,110 4.99 2.46 7.42047 21,164,567 636,012 21,800,579 50.64 4.83 55.5 27,302,544 1,865,045 29,167,589 65.00 14.23 79.2 5,359,322 942,628 6,301,950 5.05 2.49 7.52048 21,220,506 637,143 21,857,650 51.27 4.89 56.2 27,318,342 1,872,122 29,190,463 65.69 14.43 80.1 5,366,687 945,127 6,311,814 5.10 2.52 7.62049 21,276,608 638,276 21,914,884 51.92 4.95 56.9 27,334,151 1,879,227 29,213,378 66.38 14.63 81.0 5,374,069 947,633 6,321,702 5.16 2.55 7.72050 21,332,873 639,411 21,972,284 52.56 5.00 57.6 27,349,972 1,886,361 29,236,333 67.07 14.84 81.9 5,381,468 950,145 6,331,613 5.22 2.58 7.82051 21,361,087 639,979 22,001,066 53.14 5.06 58.2 27,357,888 1,889,943 29,247,831 67.76 15.01 82.8 5,385,175 951,405 6,336,581 5.27 2.61 7.92052 21,389,342 640,548 22,029,890 53.71 5.11 58.8 27,365,807 1,893,532 29,259,339 68.42 15.19 83.6 5,388,888 952,667 6,341,555 5.33 2.64 8.02053 21,417,638 641,118 22,058,755 54.28 5.16 59.4 27,373,729 1,897,128 29,270,857 69.08 15.37 84.5 5,392,604 953,930 6,346,534 5.38 2.67 8.12054 21,445,974 641,688 22,087,662 54.88 5.22 60.1 27,381,655 1,900,731 29,282,386 69.77 15.55 85.3 5,396,325 955,195 6,351,520 5.43 2.70 8.12055 21,474,352 642,258 22,116,611 55.50 5.27 60.8 27,389,583 1,904,342 29,293,925 70.49 15.73 86.2 5,400,050 956,462 6,356,512 5.49 2.73 8.22056 21,488,562 642,544 22,131,106 56.08 5.33 61.4 27,393,548 1,906,151 29,299,699 71.20 15.90 87.1 5,401,915 957,096 6,359,011 5.54 2.76 8.32057 21,502,782 642,830 22,145,612 56.66 5.38 62.0 27,397,515 1,907,962 29,305,476 71.90 16.07 88.0 5,403,780 957,731 6,361,511 5.60 2.79 8.42058 21,517,012 643,115 22,160,128 57.25 5.44 62.7 27,401,482 1,909,774 29,311,256 72.61 16.25 88.9 5,405,647 958,366 6,364,013 5.66 2.82 8.52059 21,531,253 643,401 22,174,654 57.84 5.49 63.3 27,405,450 1,911,589 29,317,038 73.32 16.42 89.7 5,407,515 959,001 6,366,516 5.72 2.84 8.62060 21,545,504 643,687 22,189,191 58.44 5.55 64.0 27,409,418 1,913,405 29,322,823 74.05 16.60 90.7 5,409,384 959,637 6,369,021 5.77 2.87 8.62061 21,552,634 643,830 22,196,465 59.03 5.61 64.6 27,411,403 1,914,314 29,325,717 74.78 16.77 91.5 5,410,319 959,956 6,370,275 5.83 2.90 8.72062 21,559,768 643,973 22,203,741 59.61 5.66 65.3 27,413,388 1,915,224 29,328,611 75.50 16.94 92.4 5,411,254 960,274 6,371,528 5.89 2.93 8.82063 21,566,903 644,116 22,211,020 60.20 5.72 65.9 27,415,373 1,916,134 29,331,506 76.23 17.12 93.3 5,412,190 960,592 6,372,782 5.94 2.96 8.92064 21,574,042 644,260 22,218,301 60.81 5.77 66.6 27,417,358 1,917,044 29,334,402 76.98 17.29 94.3 5,413,126 960,911 6,374,037 6.00 2.99 9.02065 21,581,183 644,403 22,225,586 61.43 5.83 67.3 27,419,343 1,917,955 29,337,298 77.75 17.47 95.2 5,414,062 961,229 6,375,291 6.06 3.02 9.12066 21,584,755 644,474 22,229,229 62.06 5.89 67.9 27,420,336 1,918,411 29,338,747 78.53 17.65 96.2 5,414,530 961,389 6,375,919 6.12 3.05 9.22067 21,588,327 644,546 22,232,873 62.69 5.95 68.6 27,421,329 1,918,867 29,340,195 79.32 17.82 97.1 5,414,998 961,548 6,376,547 6.19 3.08 9.32068 21,591,900 644,618 22,236,518 63.30 6.01 69.3 27,422,322 1,919,323 29,341,644 80.09 18.00 98.1 5,415,467 961,708 6,377,174 6.25 3.11 9.42069 21,595,474 644,689 22,240,163 63.92 6.07 70.0 27,423,315 1,919,779 29,343,093 80.86 18.18 99.0 5,415,935 961,867 6,377,802 6.31 3.14 9.4


Annual AADT & Revenue DS 2CMTT - DS 2C DTT- DS 2C MLK - DS 2C



Page 118


LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total LV HGV’s Total2012 0 0 0 0 0 0 0 0 02013 21,494 820 22,315 56,837 4,941 61,779 46,822 1,705 48,526 123,398 9,979 133,377 0 0 02014 28,267 1,106 29,373 72,083 6,521 78,603 60,775 2,295 63,070 154,587 13,336 167,923 0 0 02015 29,754 1,193 30,947 72,481 6,829 79,310 63,110 2,486 65,595 153,480 14,242 167,722 0 0 02016 31,333 1,287 32,620 72,449 7,108 79,557 65,534 2,710 68,244 151,412 15,225 166,638 0 0 02017 33,531 1,399 34,930 75,364 7,727 83,091 65,917 2,828 68,745 147,228 15,735 162,962 3,487 824 4,311 3,112 1,757 4,8692018 36,169 1,412 37,581 80,699 8,020 88,718 63,412 2,771 66,183 139,759 15,332 155,091 7,646 1,729 9,375 6,637 3,634 10,2702019 38,129 1,452 39,581 83,901 8,320 92,220 62,984 2,810 65,795 136,857 15,698 152,555 8,122 1,764 9,886 6,957 3,717 10,6732020 39,077 1,454 40,531 84,771 8,409 93,180 64,019 2,918 66,937 136,944 16,459 153,404 8,632 1,800 10,432 7,282 3,804 11,0862021 40,050 1,455 41,505 85,668 8,504 94,173 65,071 3,029 68,101 137,058 17,272 154,331 9,178 1,837 11,015 7,642 3,896 11,5382022 41,048 1,457 42,505 86,452 8,596 95,048 66,141 3,145 69,286 136,991 18,119 155,110 9,763 1,875 11,638 8,001 3,985 11,9862023 42,073 1,458 43,531 87,326 8,694 96,021 67,229 3,265 70,494 137,078 19,021 156,099 10,390 1,914 12,304 8,397 4,078 12,4742024 43,124 1,460 44,584 88,039 8,795 96,834 68,334 3,390 71,724 136,874 19,975 156,849 11,062 1,953 13,016 8,795 4,178 12,9732025 44,203 1,462 45,664 88,749 8,904 97,653 69,458 3,520 72,978 136,658 20,998 157,657 11,783 1,994 13,778 9,227 4,282 13,5092026 45,006 1,479 46,485 88,637 9,096 97,733 70,559 3,595 74,154 136,093 21,759 157,852 12,896 2,029 14,925 9,942 4,371 14,3132027 45,933 1,500 47,433 91,653 9,359 101,012 70,880 3,702 74,582 138,619 22,775 161,394 13,024 2,072 15,096 10,104 4,504 14,6092028 46,882 1,521 48,403 94,396 9,586 103,983 71,203 3,812 75,016 140,697 23,737 164,435 13,155 2,115 15,270 10,301 4,643 14,9432029 47,851 1,548 49,400 97,129 9,846 106,975 71,528 3,918 75,446 142,664 24,706 167,370 13,288 2,151 15,439 10,535 4,772 15,3072030 48,843 1,576 50,419 99,992 10,113 110,105 71,855 4,026 75,881 144,735 25,718 170,453 13,423 2,188 15,611 10,722 4,900 15,6212031 49,858 1,604 51,462 102,986 10,385 113,371 72,184 4,138 76,322 146,897 26,770 173,667 13,561 2,225 15,787 10,923 5,032 15,9552032 50,896 1,633 52,529 105,980 10,666 116,646 72,515 4,254 76,769 148,963 27,868 176,831 13,702 2,264 15,966 11,157 5,173 16,3302033 51,958 1,663 53,620 109,162 10,953 120,115 72,848 4,373 77,221 151,186 29,012 180,198 13,845 2,303 16,148 11,383 5,316 16,6992034 52,769 1,635 54,404 111,878 10,948 122,826 73,266 4,464 77,730 153,638 29,726 183,365 13,989 2,349 16,337 11,603 5,470 17,0732035 53,322 1,646 54,968 114,095 11,135 125,229 73,435 4,531 77,966 155,512 30,507 186,019 14,063 2,374 16,437 11,793 5,580 17,3732036 53,881 1,658 55,539 116,374 11,323 127,697 73,604 4,599 78,203 157,435 31,301 188,737 14,138 2,399 16,537 11,974 5,692 17,6652037 54,446 1,670 56,116 118,656 11,513 130,169 73,773 4,669 78,442 159,331 32,114 191,446 14,214 2,424 16,638 12,126 5,806 17,9322038 55,018 1,682 56,700 120,929 11,707 132,636 73,943 4,739 78,682 161,171 32,952 194,123 14,290 2,450 16,740 12,322 5,925 18,2482039 55,597 1,694 57,291 123,321 11,908 135,229 74,114 4,811 78,924 163,129 33,819 196,948 14,367 2,476 16,843 12,528 6,047 18,5752040 56,182 1,706 57,888 125,852 12,112 137,964 74,285 4,883 79,168 165,236 34,711 199,947 14,445 2,502 16,947 12,720 6,169 18,8892041 56,478 1,712 58,190 127,709 12,273 139,982 74,371 4,920 79,291 167,043 35,332 202,376 14,484 2,515 16,999 12,884 6,263 19,1472042 56,776 1,718 58,494 129,557 12,435 141,991 74,457 4,958 79,414 168,816 35,961 204,777 14,523 2,528 17,052 13,038 6,357 19,3962043 57,076 1,724 58,800 131,516 12,601 144,117 74,543 4,995 79,538 170,724 36,608 207,332 14,563 2,542 17,105 13,196 6,454 19,6502044 57,377 1,730 59,107 133,495 12,770 146,265 74,629 5,033 79,662 172,640 37,268 209,908 14,603 2,555 17,158 13,374 6,556 19,9292045 57,680 1,736 59,416 135,476 12,940 148,416 74,715 5,071 79,786 174,543 37,937 212,480 14,643 2,569 17,212 13,539 6,654 20,1942046 57,832 1,739 59,572 137,122 13,089 150,211 74,758 5,090 79,849 176,332 38,463 214,795 14,663 2,576 17,239 13,673 6,737 20,4102047 57,985 1,742 59,728 138,743 13,240 151,983 74,801 5,110 79,911 178,076 38,996 217,073 14,683 2,583 17,266 13,825 6,821 20,6462048 58,138 1,746 59,884 140,478 13,395 153,873 74,845 5,129 79,974 179,963 39,542 219,505 14,703 2,589 17,293 13,979 6,905 20,8842049 58,292 1,749 60,041 142,243 13,550 155,793 74,888 5,149 80,037 181,877 40,093 221,969 14,723 2,596 17,320 14,132 6,991 21,1232050 58,446 1,752 60,198 143,988 13,707 157,695 74,931 5,168 80,100 183,759 40,650 224,408 14,744 2,603 17,347 14,300 7,076 21,3762051 58,524 1,753 60,277 145,600 13,854 159,455 74,953 5,178 80,131 185,643 41,134 226,777 14,754 2,607 17,360 14,445 7,157 21,6032052 58,601 1,755 60,356 147,160 14,001 161,161 74,975 5,188 80,163 187,453 41,617 229,070 14,764 2,610 17,374 14,589 7,236 21,8252053 58,678 1,756 60,435 148,725 14,149 162,874 74,997 5,198 80,194 189,265 42,105 231,370 14,774 2,614 17,388 14,746 7,314 22,0612054 58,756 1,758 60,514 150,360 14,299 164,659 75,018 5,207 80,226 191,163 42,602 233,765 14,784 2,617 17,401 14,889 7,394 22,2832055 58,834 1,760 60,593 152,053 14,452 166,505 75,040 5,217 80,257 193,134 43,105 236,239 14,795 2,620 17,415 15,042 7,475 22,5172056 58,873 1,760 60,633 153,645 14,599 168,244 75,051 5,222 80,273 195,062 43,570 238,633 14,800 2,622 17,422 15,187 7,552 22,7392057 58,912 1,761 60,673 155,226 14,747 169,974 75,062 5,227 80,289 196,976 44,038 241,014 14,805 2,624 17,429 15,329 7,631 22,9602058 58,951 1,762 60,713 156,837 14,899 171,737 75,073 5,232 80,305 198,926 44,517 243,443 14,810 2,626 17,436 15,503 7,713 23,2162059 58,990 1,763 60,752 158,460 15,051 173,512 75,083 5,237 80,321 200,888 44,998 245,886 14,815 2,627 17,443 15,662 7,792 23,4542060 59,029 1,764 60,792 160,116 15,205 175,321 75,094 5,242 80,337 202,889 45,482 248,371 14,820 2,629 17,449 15,814 7,874 23,6882061 59,048 1,764 60,812 161,715 15,357 177,072 75,100 5,245 80,344 204,868 45,950 250,818 14,823 2,630 17,453 15,983 7,954 23,9362062 59,068 1,764 60,832 163,309 15,510 178,819 75,105 5,247 80,352 206,838 46,422 253,260 14,825 2,631 17,456 16,135 8,034 24,1702063 59,087 1,765 60,852 164,939 15,664 180,603 75,111 5,250 80,360 208,853 46,896 255,749 14,828 2,632 17,460 16,283 8,116 24,3992064 59,107 1,765 60,872 166,607 15,819 182,426 75,116 5,252 80,368 210,914 47,376 258,289 14,830 2,633 17,463 16,443 8,197 24,6412065 59,127 1,765 60,892 168,303 15,977 184,280 75,121 5,255 80,376 213,009 47,861 260,871 14,833 2,634 17,467 16,608 8,279 24,8882066 59,136 1,766 60,902 170,016 16,136 186,152 75,124 5,256 80,380 215,154 48,344 263,497 14,834 2,634 17,468 16,774 8,359 25,1332067 59,146 1,766 60,912 171,743 16,296 188,039 75,127 5,257 80,384 217,314 48,831 266,145 14,836 2,634 17,470 16,950 8,444 25,3942068 59,156 1,766 60,922 173,428 16,456 189,884 75,130 5,258 80,388 219,419 49,317 268,736 14,837 2,635 17,472 17,119 8,528 25,6472069 59,166 1,766 60,932 175,122 16,618 191,740 75,132 5,260 80,392 221,537 49,810 271,347 14,838 2,635 17,473 17,280 8,610 25,890


AADT & Daily Revenue DS 2CMTT - DS 2C DTT- DS 2C MLK - DS 2C



Page 119

Appendix I: Base Case Traffic & Revenue Charts

Daily Traffic Forecast: Base Case Scenarios The daily traffic forecasts for the base case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total traffic, light vehicle traffic, and heavy vehicles for each of the three project facilities. Supporting tables are in Appendix A.

Figure 56: Base Case Scenarios - MTT Daily Traffic

Figure 57: Base Case Scenarios - MTT Daily Light Vehicle Traffic

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Midtown Tunnel AADT - Base Case

Central Case Base 1A Base 1B1 Base 1B2 Historic

0

10000

20000

30000

40000

50000

60000

70000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Midtown Tunnel AADT - Light Vehicles Base Case

Central Case LV Base 1A_LV Base 1B1_LV Base 1B2_LV Historic LV



Page 120

Figure 58: Base Case Scenarios - MTT Daily Heavy Vehicle Traffic

Figure 59: Base Case Scenarios - DTT Daily Traffic

0

500

1000

1500

2000

2500

3000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Midtown Tunnel AADT - Heavy Vehicles Base Case

Central Case HV Base 1A_HV Base 1B1_HV Base 1B2_HV Historic HGV

0

10000

20000

30000

40000

50000

60000

70000

80000

90000

100000

110000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Downtown Tunnel AADT - Base Case

SDG Base 1A Base 1B1 Base 1B2 Historic Total



Page 121

Figure 60: Base Case Scenarios - DTT Daily Light Vehicle Traffic

Figure 61: Base Case Scenarios - DTT Daily Heavy Vehicle Traffic

0

10000

20000

30000

40000

50000

60000

70000

80000

90000

100000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Downtown Tunnel AADT - Light Vehicles Base Case

Central Case LV Base 1A_LV Base 1B1_LV Base 1B2_LV Historic LV

0

1000

2000

3000

4000

5000

6000

7000

8000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Downtown Tunnel AADT - Heavy Vehicles Base Case

Central Case HV Base 1A_HV Base 1B1_HV Base 1B2_HV Historic HGV



Page 122

Figure 62: Base Case Scenarios - MLK Daily Traffic

Figure 63: Base Case Scenarios - MLK Daily Light Vehicle Traffic

0

5000

10000

15000

20000

25000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MLK AADT - Base Case


0

2000

4000

6000

8000

10000

12000

14000

16000

18000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MLK AADT - Light Vehicles Base Case




Page 123

Figure 64: Base Case Scenarios - MLK Daily Heavy Vehicle Traffic

Figure 65: Base Case Scenarios - Project Daily Traffic

0

500

1000

1500

2000

2500

3000

3500

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MLK AADT - Heavy Vehicles Base Case


0

20000

40000

60000

80000

100000

120000

140000

160000

180000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project AADT - Base Case




Page 124

Figure 66: Base Case Scenarios - Project Daily Light Vehicle Traffic

Figure 67: Base Case Scenarios - Project Daily Heavy Goods Vehicle Traffic

Daily Revenue Forecast: Base Case Scenarios The daily revenue forecasts for the base case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total revenues, light vehicle revenues, and heavy vehicle revenues for each of the three project facilities. Supporting tables are in Appendix B.

0

20000

40000

60000

80000

100000

120000

140000

160000

180000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project AADT - Light Vehicles Base Case


0

2000

4000

6000

8000

10000

12000

14000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project AADT - Heavy Vehicles Base Case




Page 125

Figure 68: Base Case Scenarios - MTT Daily Revenue

Figure 69: Base Case Scenarios - MTT Daily Light Vehicle Revenue

0

50000

100000

150000

200000

250000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MTT Daily Revenue (2010$) - Base Case


0

50000

100000

150000

200000

250000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MTT Daily Revenue (2010$) - Light Vehicles Base Case




Page 126

Figure 70: Base Case Scenarios - MTT Daily Heavy Vehicle Revenue

Figure 71: Base Case Scenarios - DTT Daily Revenue

0

5000

10000

15000

20000

25000

30000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0 $)

MTT Revenue (2010$) - Heavy Vehicles Base Case


0

50000

100000

150000

200000

250000

300000

350000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

DTT Daily Revenue (2010$) - Base Case




Page 127

Figure 72: Base Case Scenarios - DTT Daily Light Vehicle Revenue

Figure 73: Base Case Scenarios - DTT Daily Heavy Vehicle Revenue

0

50000

100000

150000

200000

250000

300000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

DTT Daily Revenue (2010$) - Light Vehicles Base Case


0

10000

20000

30000

40000

50000

60000

70000

80000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

DTT Daily Revenue (2010$) - Heavy Vehicles Base Case




Page 128

Figure 74: Base Case Scenarios - MLK Daily Revenue

Figure 75: Base Case Scenarios - MLK Daily Light Vehicle Revenue

0

5000

10000

15000

20000

25000

30000

35000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MLK Daily Revenue (2010$) - Base Case


0

5000

10000

15000

20000

25000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MLK Daily Revenue (2010$) - Light Vehicles Base Case




Page 129

Figure 76: Base Case Scenarios - MLK Daily Heavy Vehicle Revenue

Figure 77: Base Case Scenarios - Project Daily Revenue

0

2000

4000

6000

8000

10000

12000

14000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MLK Daily Revenue (2010$) - Heavy Vehicles Base Case


0

100000

200000

300000

400000

500000

600000

700000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

Project Daily Revenue (2010$) - Base Case




Page 130

Figure 78: Base Case Scenarios - Project Daily Light Vehicle Revenue

Figure 79: Base Case Scenarios - Project Daily Heavy Vehicle Revenue

Annual Traffic Forecast: Base Case Scenarios The annual traffic forecasts for the base case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total traffic, light vehicle traffic, and heavy vehicle traffic for each of the three project facilities. Supporting tables are in Appendix E.

0

50000

100000

150000

200000

250000

300000

350000

400000

450000

500000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

Project Daily Revenue (2010$) - Light Vehicles Base Case


0

20000

40000

60000

80000

100000

120000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0 $)

Project Daily Revenue (2010$) - Heavy Vehicles Base Case




Page 131

Figure 80: Base Case Scenarios - MTT Annual Traffic

Figure 81: Base Case Scenarios - MTT Annual Light Vehicle Traffic

0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

s

MTT Annual Traffic - Base Case


0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MTT Annual Traffic - Light Vehicles Base Case




Page 132

Figure 82: Base Case Scenarios - MTT Annual Heavy Vehicle Traffic

Figure 83: Base Case Scenarios - DTT Annual Traffic

Figure 84: Base Case Scenarios - DTT Annual Light Vehicle Traffic

0

100.000

200.000

300.000

400.000

500.000

600.000

700.000

800.000

900.000

1.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MTT Annual Traffic - Heavy Vehicles Base Case


0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

30.000.000

35.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

DTT Annual Traffic - Base Case


0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

30.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

DTT Annual Traffic - Light Vehicles Base Case




Page 133

Figure 85: Base Case Scenarios - DTT Annual Heavy Vehicle Traffic

Figure 86: Base Case Scenarios - MLK Annual Traffic

0

500.000

1.000.000

1.500.000

2.000.000

2.500.000

3.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

DTT Annual Traffic - Heavy Vehicles Base Case


0

1.000.000

2.000.000

3.000.000

4.000.000

5.000.000

6.000.000

7.000.000

8.000.000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

s

MLK Annual Traffic - Base Case




Page 134

Figure 87: Base Case Scenarios - MLK Annual Light Vehicle Traffic

Figure 88: Base Case Scenarios - MLK Annual Heavy Vehicle Traffic

Annual Revenue Forecast: Base Case Scenarios The annual revenue forecasts for the base case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total revenues, light vehicle revenues, and heavy vehicle revenues for each of the three project facilities. Supporting tables are in Appendix F.

0

1.000.000

2.000.000

3.000.000

4.000.000

5.000.000

6.000.000

7.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MLK Annual Traffic - Light Vehicles Base Case


0

200.000

400.000

600.000

800.000

1.000.000

1.200.000

1.400.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MLK Annual Traffic - Heavy Vehicles Base Case




Page 135

Figure 89: Base Case Scenarios - MTT Annual Revenue

Figure 90: Base Case Scenarios - MTT Annual Light Vehicle Revenue

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MTT Annual Revenue (2010$mn) - Base Case


0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MTT Annual Revenue (2010$mn) - Light Vehicles Base Case




Page 136

Figure 91: Base Case Scenarios - MTT Annual Heavy Vehicle Revenue

Figure 92: Base Case Scenarios - DTT Annual Revenue

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

9.00

10.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MTT Annual Revenue (2010$mn) - Heavy Vehicles Base Case


0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

DTT Annual Revenue (2010$mn) - Base Case




Page 137

Figure 93: Base Case Scenarios - DTT Annual Light Vehicle Revenue

Figure 94: Base Case Scenarios - DTT Annual Heavy Vehicle Revenue

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

100.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

DTT Annual Revenue (2010$mn) - Light Vehicles Base Case


0.00

5.00

10.00

15.00

20.00

25.00

30.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

DTT Annual Revenue (2010$mn) - Heavy Vehicles Base Case




Page 138

Figure 95: Base Case Scenarios - MLK Annual Revenue

Figure 96: Base Case Scenarios - MLK Annual Light Vehicle Revenue

0.00

2.00

4.00

6.00

8.00

10.00

12.00

14.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MLK Annual Revenue (2010$mn) - Base Case


0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

RE

venu

e (2

010$

mn)

MLK Annual Revenue (2010$mn) - Light Vehicles Base Case




Page 139

Figure 97: Base Case Scenarios - MLK Annual Heavy Vehicle Revenue

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MLK Annual Revenue (2010$mn) - Heavy Vehicles Base Case




Page 140

Appendix J: Downside Traffic & Revenue Charts

Daily Traffic Forecast: Downside Case Scenarios The daily traffic forecasts for the downside case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total traffic, light vehicle traffic, and heavy vehicle traffic for each of the three project facilities. Supporting tables are in Appendix C.

Figure 98: Downside Case Scenarios - MTT Daily Traffic

Figure 99: Downside Case Scenarios - MTT Daily Light Vehicle Traffic

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Midtown Tunnel AADT - Downside Case

Central Case DS 2C DS 2A DS 2B1 DS 2B2 Historic

0

10000

20000

30000

40000

50000

60000

70000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Midtown Tunnel AADT - Light Vehicles Downside Case

Central Case LV DS 2C_LV DS 2A_LV DS 2B1_LV DS 2B2_LV Historic LV



Page 141

Figure 100: Downside Case Scenarios - MTT Daily Heavy Vehicle Traffic

Figure 101: Downside Case Scenarios - DTT Daily Traffic

0

500

1000

1500

2000

2500

3000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Midtown Tunnel AADT - Heavy Vehicles Downside Case

Central Case HV DS 2C_HV DS 2A_HV DS 2B1_HV DS 2B2_HV Historic HGV

0

10000

20000

30000

40000

50000

60000

70000

80000

90000

100000

110000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Downtown Tunnel AADT - Downside Case

SDG DS 2A DS 2B1 DS 2B2 DS 2C Historic Tota l



Page 142

Figure 102: Downside Case Scenarios - DTT Daily Light Vehicle Traffic

Figure 103: Downside Case Scenarios - DTT Daily Heavy Vehicle Traffic

0

10000

20000

30000

40000

50000

60000

70000

80000

90000

100000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Downtown Tunnel AADT - Light Vehicles Downside Case

Central Case LV DS 2A_LV DS 2B1_LV DS 2B2_LV DS 2C_LV Historic LV

0

1000

2000

3000

4000

5000

6000

7000

8000

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Downtown Tunnel AADT - Heavy Vehicles Downside Case

Central Case HV DS 2A_HV DS 2B1_HV DS 2B2_HV DS 2C_HV Historic HGV



Page 143

Figure 104: Downside Case Scenarios - MLK Daily Traffic

Figure 105: Downside Case Scenarios - MLK Daily Light Vehicle Traffic

0

5000

10000

15000

20000

25000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MLK AADT - Downside Case

Central Case DS 2A DS 2B1 DS 2B2 DS 2C

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MLK AADT - Light Vehicles Downside Case

Central Case LV DS 2A_LV DS 2B1_LV DS 2B2_LV DS 2C_LV



Page 144

Figure 106: Downside Case Scenarios - MLK Daily Heavy Vehicle Traffic

Figure 107: Downside Case Scenarios - Project Daily Traffic

0

500

1000

1500

2000

2500

3000

3500

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MLK AADT - Heavy Vehicles Downside Case

Central Case HV DS 2A_HV DS 2B1_HV DS 2B2_HV DS 2C_HV

0

20000

40000

60000

80000

100000

120000

140000

160000

180000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project AADT - Downside Case




Page 145

Figure 108: Downside Case Scenarios - Project Daily Light Vehicle Traffic

Figure 109: Downside Case Scenarios - Project Daily Heavy Vehicle Traffic

Daily Revenue Forecast: Downside Case Scenarios The daily revenue forecasts for the downside case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total revenues, light vehicle revenues, and heavy vehicle revenues for each of the three project facilities. Supporting tables are in Appendix D.

0

20000

40000

60000

80000

100000

120000

140000

160000

180000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project AADT - Light Vehicles Downside Case


0

2000

4000

6000

8000

10000

12000

14000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project AADT - Heavy Vehicles Downside Case




Page 146

Figure 110: Downside Case Scenarios - MTT Daily Revenue

Figure 111: Downside Case Scenarios - MTT Daily Light Vehicle Revenue

0

50000

100000

150000

200000

250000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MTT Daily Revenue (2010$) - Downside Case


0

50000

100000

150000

200000

250000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MTT Daily Revenue (2010$) - Light Vehicles Downside Case




Page 147

Figure 112: Downside Case Scenarios - MTT Daily Heavy Vehicle Revenue

Figure 113: Downside Case Scenarios - DTT Daily Revenue

0

5000

10000

15000

20000

25000

30000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

MTT Daily Revenue (2010$) - Heavy Vehicles Downside Case


0

50000

100000

150000

200000

250000

300000

350000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

DTT Daily Revenue (2010$) - Downside Case




Page 148

Figure 114: Downside Case Scenarios - DTT Daily Light Vehicle Revenue

Figure 115: Downside Case Scenarios - DTT Daily Heavy Vehicle Revenue

0

50000

100000

150000

200000

250000

300000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

DTT Daily Revenue (2010$) - Light Vehicles Downside Case


0

10000

20000

30000

40000

50000

60000

70000

80000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

DTT Daily Revenue (2010$) - Heavy Vehicles Downside Case




Page 149

Figure 116: Downside Case Scenarios - MLK Daily Revenue

Figure 117: Downside Case Scenarios - MLK Daily Light Vehicle Revenue

0

5000

10000

15000

20000

25000

30000

35000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MLK Daily Revenue (2010$) - Downside Case


0

5000

10000

15000

20000

25000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MLK Daily Revenue (2010$) - Light Vehicles Downside Case




Page 150

Figure 118: Downside Case Scenarios - MLK Daily Heavy Vehicle Revenue

Figure 119: Downside Case Scenarios - Project Daily Revenue

0

2000

4000

6000

8000

10000

12000

14000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

MLK Daily Revenue (2010$) - Heavy Vehicles Downside case


0

100000

200000

300000

400000

500000

600000

700000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

Project Daily Revenue (2010$) - Downside Case




Page 151

Figure 120: Downside Case Scenarios - Project Daily Light Vehicle Revenue

Figure 121: Downside Case Scenarios - Project Daily Heavy Vehicle Revenue

Annual Traffic Forecast: Downside Case Scenarios The annual traffic forecasts for the downside case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total traffic, light vehicle traffic, and heavy vehicle traffic for each of the three project facilities. Supporting tables are in Appendix G.

0

50000

100000

150000

200000

250000

300000

350000

400000

450000

500000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$)

Project Daily Revenue (2010$) - Light Vehicles Downside Case


0

20000

40000

60000

80000

100000

120000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

AA

DT

Project Daily Revenue (2010$) - Heavy Vehicles Downside Case




Page 152

Figure 122: Downside Case Scenarios - MTT Annual Traffic

Figure 123: Downside Case Scenarios - MTT Annual Light Vehicle Traffic

Figure 124: Downside Case Scenarios - MTT Annual Heavy Vehicle Traffic

0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MTT Annual Traffic - Downside Case


0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MTT Annual Traffic - Light Vehicles Downside Case


0

100.000

200.000

300.000

400.000

500.000

600.000

700.000

800.000

900.000

1.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

cles

MTT Annual Traffic - Heavy Vehicles Downside Case




Page 153

Figure 125: Downside Case Scenarios - DTT Annual Traffic

Figure 126: Base Case Scenarios - DTT Annual Light Vehicle Traffic

Figure 127: Downside Case Scenarios - DTT Annual Heavy Vehicle Traffic

0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

30.000.000

35.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

sDTT Annual Traffic - Downside Case


0

5.000.000

10.000.000

15.000.000

20.000.000

25.000.000

30.000.000

35.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

DTT Annual Traffic - Light Vehicles Downside Case

Centra l Case LV DS 2A_LV DS 2B1_LV DS 2B2_LV DS 2C_LV

0

500.000

1.000.000

1.500.000

2.000.000

2.500.000

3.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

DTT Annual Traffic - Heavy Vehicles Downside Case




Page 154

Figure 128: Downside Case Scenarios - MLK Annual Traffic

Figure 129: Downside Case Scenarios - MLK Annual Light Vehicle Traffic

0

1.000.000

2.000.000

3.000.000

4.000.000

5.000.000

6.000.000

7.000.000

8.000.000

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Veh

icle

sMLK Annual Traffic - Downside Case


0

1.000.000

2.000.000

3.000.000

4.000.000

5.000.000

6.000.000

7.000.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MLK Annual Traffic - Light Vehicles Downside Case




Page 155

Figure 130: Downside Case Scenarios - MLK Annual Heavy Vehicle Traffic

Annual Revenue Forecast: Downside Case Scenarios The annual revenue forecasts for the downside case scenarios are shown below for MTT, DTT, and the MLK Extension. We have provided graphs for total revenues, light vehicle revenues, and heavy vehicle revenues for each of the three project facilities. Supporting tables are in Appendix H.

Figure 131: Downside Case Scenarios - MTT Annual Revenue

0

200.000

400.000

600.000

800.000

1.000.000

1.200.000

1.400.000

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060

2061

2062

2063

2064

2065

2066

2067

2068

2069

Veh

icle

s

MLK Annual Traffic - Heavy Vehicles Downside Case


0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MTT Annual Revenue (2010$mn) - Downside Case




Page 156

Figure 132: Downside Case Scenarios - MTT Annual Light Vehicle Revenue

Figure 133: Downside Case Scenarios - MTT Annual Heavy Vehicle Revenue

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MTT Annual Revenue (2010$mn) - Light Vehicles Downside Case


0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

9.00

10.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MTT Annual Revenue (2010$mn) - Heavy Vehicles Downside Case




Page 157

Figure 134: Downside Case Scenarios - DTT Annual Revenue

Figure 135: Downside Case Scenarios - DTT Annual Light Vehicle Revenue

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)DTT Annual Revenue (2010$mn) - Downside Case


0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

100.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

DTT Annual Revenue (2010$mn) - Light Vehicles Downside Case




Page 158

Figure 136: Downside Case Scenarios - DTT Annual Heavy Vehicle Revenue

Figure 137: Downside Case Scenarios - MLK Annual Revenue

0.00

5.00

10.00

15.00

20.00

25.00

30.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

DTT Annual Revenue (2010$mn) - Heavy Vehicles Downside Case


0.00

2.00

4.00

6.00

8.00

10.00

12.00

14.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(201

0$m

n)

MLK Annual Revenue (2010$mn) - Downside Case




Page 159

Figure 138: Downside Case Scenarios - MLK Annual Light Vehicle Revenue

Figure 139: Downside Case Scenarios - MLK Annual Heavy Vehicle Revenue

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

RE

venu

e (2

010$

mn)

MLK Annual Revenue (2010$mn) - Light vehicles Downside Case


0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

2042

2044

2046

2048

2050

2052

2054

2056

2058

2060

2062

2064

2066

2068

Rev

enue

(20

10$m

n)

MLK Annual Revenue (2010$mn) - Heavy Vehicles Downside Case


.

Appendix J

INDEPENDENT TECHNICAL ADVISOR REPORT

(ARUP)

Independent Technical Advisor ReportDowntown Tunnel / Midtown Tunnel / MLK Extension Technical Due Diligence Findings

216962-02

Final Version | March 27, 2012

Job number 216962-02

Arup USA, Inc 77 Water Street New YorkNY 10005 United States of America www.arup.com

Independent Technical Advisor Report Downtown Tunnel / Midtown Tunnel / MLK ExtensionTechnical Due Diligence Findings

216962-02 | Final Version | March 27, 2012 | Arup USA, Inc \\GLOBAL.ARUP.COM\AMERICAS\JOBS\N-Y\210000\216962-02\4 INTERNAL PROJECT DATA\4-05 REPORTS & NARRATIVES\FINAL TECHNICAL DD REPORT IN FINAL OFFERING STATEMENT FOR BONDHOLDERS\MTT TECHNICAL DD RPT 2012-03-27 FINAL CAMERA READY VERSION FOR OFFERING STATEMENT.DOCX

Disclaimer and Limitations This Report was prepared by Arup USA Inc. (“Arup”) in its capacity as Independent Technical Advisor to the lenders and bond investors pursuant to an advisory agreement with Elizabeth River Crossing LLC (“ERC”). The forward-looking projections, forecasts or statements are based upon interpretations or assessments of available information at the time of writing. Actual events may differ from those assumed, and outcomes are subject to change. Findings are time-sensitive and relevant only to current conditions at the time of writing. Factors influencing the accuracy and completeness of the forward-looking statements may exist that are outside of the purview or knowledge of those involved. Arup makes no warranty, expressed or implied, with respect to the use of any information or methods disclosed in this document, and furthermore assumes no liability with respect to the use of any information or methods disclosed in this document. Any recipient of this document (“Recipient”), by its acceptance or use of this document, acknowledges the foregoing and agrees to release Arup from any liability.

In performing the services, Arup has received information from third parties and has relied upon the reasonable assurances of third parties, but does not warrant or guarantee the accuracy of such information. It is understood and agreed by the Recipient that advisory services contain reasonable assumptions, estimates and projections which may not be indicative of actual or future values or events, and are therefore subject to substantial uncertainty. Future developments or events cannot be predicted with certainty and may affect the estimates or projections provided, such that Arup does not specifically guarantee or warrant any estimate, opinion or projection. The Report speaks only as of its date, and Arup is under no obligation to update the Report to address changes in facts or circumstances that occur after such date that might materially impact the contents of the Report or any of the conclusions set forth therein. Arup shall not in any circumstances be liable for (i) any loss of investment, loss of contract, loss of production, loss of profits, loss of time or loss of use; and/or (ii) any consequential, incidental of indirect loss.



Contents

Page

Executive Summary 1

1 Introduction 11.1 Scope 11.2 Purpose 21.3 Limitations 21.4 The Project 21.5 Consortium Partners 4

2 Document Review 52.1 Comprehensive Agreement 52.2 Design-Build Contract 282.3 O&M Agreement 332.4 Tolling Contract 332.5 Interface Agreement 392.6 Electronic Tolling Collection Agreement 412.7 Direct Agreements 41

3 Construction Cost and Schedule 423.1 General 423.2 Qualitative Assessment of Construction Cost and Schedule 433.3 Quantitative Assessment of Construction Cost 453.4 Risks 483.5 Cash Flow 483.6 Replacement Contractor Environment 503.7 Project Schedule 503.8 Use of Subcontractors 543.9 DB Security Package Analysis 55

4 Design Review 634.1 Introduction 634.2 Geotechnical Basis for Design 634.3 Roadway and Tunnel Alignment 704.4 New Midtown Tunnel – General Design 714.5 New Midtown Tunnel – Immersed Tube Design 734.6 New Midtown Tunnel – Approach Structures Design 86



4.7 MLK Extension – Geotechnical 884.8 MLK Extension – Structures 924.9 Traffic Management 984.10 Drainage 99

5 Operation and Maintenance 1005.1 General 1005.2 Scope of Operations and Maintenance Work 1015.3 Operations Framework 1015.4 Operation and Maintenance Life Cycle Cost Estimates 1065.5 Operation and Maintenance Expenditures (OpEx) 1065.6 Major Maintenance & Rehabilitation Cost Estimates (CapEx)1075.7 Operator Default Risk 108

6 Toll Systems 1146.1 Scope 1146.2 Implementation Strategy 1156.3 Capital and Operating Expenses 1216.4 Operations and Maintenance 1226.5 Conclusion 123

7 Financial Model Review 1257.1 Technical Inputs to Model 1257.2 Sensitivities 125

8 Approvals and Permits 1268.1 Right of Way 1268.2 Design Approvals 1278.3 Utilities 1278.4 Environmental and Permits 128

9 Project Participants 1379.1 Equity Sponsors 1379.2 Design-Build Team 1379.3 Operations Team 1399.4 Tolling Contractor 140

Appendices



Appendix AList of Acronyms



Page 1

Executive Summary This report has been prepared by Arup on behalf of prospective bond investors under a consulting agreement executed with Elizabeth River Crossings LLC (ERC). ERC commissioned Arup as Independent Lenders’ Technical Advisor for the Downtown Tunnel/Midtown Tunnel/Martin Luther King Freeway Extension (the Project). Arup has reviewed concession documents, site conditions, preliminary design plans and documents, environmental records, and other materials to assess the adequacy of ERC’s bid preparation process and the degree to which potential Project risks have been mitigated or transferred to the appropriate party under the terms of the Project Agreements.

Based on the information reviewed as of the date of this report, Arup opines there are no apparent material flaws in the planned design, construction, operations, maintenance, and rehabilitation approaches for the Project. A summary of our findings is presented below.

Contract Documents

Comprehensive Agreement Arup opines that the technical requirements of the Comprehensive Agreement (CA) are reasonable and in accordance with similar provisions observed for other P3 arrangements throughout the US. The relief provisions for delay and compensation events are reasonable, and technical risks have been passed down to the Design-Build (DB) and Tolling Contractors as appropriate.

Arup further opines that:

The provisions for Liquidated Damages (LDs) payable to the Virginia Department of Transportation (VDOT) under the CA are reasonable. The provisions of the Non-Compliance Points System are reasonable and it is unlikely that the Concessionaire will exceed the thresholds which would trigger increased monitoring or the requirement to implement a Performance Improvement Plan. The provisions for Compensation Events and Delay Events are comprehensive and in line with market standards. Concessionaire Default provisions are as expected with reasonable cure periods, such that Arup considers it unlikely the Concessionaire would reach the default threshold.

Design-Build Contract In Arup’s opinion, the Design-Build (DB) Contract includes customary provisions for P3 projects of this nature and reflects an appropriate pass through of the Concessionaire’s responsibilities under the CA to the DB Contractor, according to



Page 2

the parties’ agreed commercial terms and scope allocation. The DB Contract is back-to-back with the CA, with the expected pass-down of technical risks.

The DB Contract is a fixed-price, fixed-term agreement subject to change (under normal circumstances) only through the equivalent project relief provisions. Furthermore, in Arup’s opinion:

The performance security is sized appropriately to cover construction risks in the contract. The LDs specified in the DB Contract are sized appropriately to cover Concessionaire lost toll revenues. To the extent the Concessionaire is obligated to pay LDs under the CA as a result of the failure of the DB Contractor to achieve Substantial Completion or Final Acceptance by the contractual dates, these are also appropriately passed down to the DB Contractor. The Liquidated Damages cap is sufficient to cover potential accrued LD’s through to the Long Stop Date. The Limit of Liability is adequate to cover any potential liability incurred as a result of the DB Contractor’s failure to perform. The parent companies of the DB Contractor have the financial strength to satisfy any liabilities incurred as a result of the guarantees.

O&M Agreement ERC intends to self-perform the Project’s operations and maintenance (O&M) activities during the Concession term, and as such, there is no separate O&M agreement with a third-party provider. Arup opines that appropriate staffing will be drawn from the ERC member companies with the requisite experience to conduct O&M activities of this complexity.

Tolling Contract The Tolling Contract is back-to-back with the CA, with the expected pass-down of technical risks. It is a fixed-price, fixed-term agreement subject to change (under normal circumstances) only through the equivalent project relief provisions.

In Arup’s opinion, the Tolling Contract includes customary provisions for P3 project of this nature and:

Reflects an appropriate pass through of the Concessionaire’s responsibilities under the CA to the Tolling Contractor, according to the parties’ agreed commercial terms and scope allocation, and Adequately addresses the Concessionaire’s and Tolling Contractor’s rights and responsibilities in regards to the design, construction, operation and maintenance of the Project’s tolling elements as further outlined in Section 6, Toll Systems, of this report.



Page 3

Interface Agreement In our opinion, the Interface Agreement addresses appropriately the coordination among the parties and is similar to other agreements Arup has seen in its role as independent advisor on behalf of lenders and investors.

Electronic Toll Collection Agreement The Concessionaire has entered into an Electronic Toll Collection (ETC) Agreement with VDOT to permit the Concessionaire to purchase the necessary equipment to operate the Project’s toll and related facilities to be compatible with the E-Z pass ETC System and to provide for the provisions by VDOT of certain ETC services for the Concessionaire. The Agreement is similar in material respects to agreements in place on other facilities in Virginia and adequately addresses the obligations of the parties according to the agreed commercial terms. The scope allocation between the parties is well defined and reasonable.

Direct Agreements The Collateral Agent (or Trustee) will enter into Direct Agreements with each of VDOT, the DB Contractor and the Tolling Contractor to afford the Collateral Agent (or Trustee) certain notification and cure rights in the event of a Concessionaire Default. The provisions of each of the Direct Agreements are reasonable from a technical perspective and in line with similar provisions observed for other P3 arrangements in the US.

Cost and Schedule The DB Contract is a fixed price, lump sum contract for $1.46 billion, a price inclusive of contingency and escalation, and is valid through March 31, 2012. The price is subject to additional escalation should financial close occur after March 31, 2012.

In Arup’s opinion, the estimate has been derived in a logical and rational manner. Several independent estimates were produced by the individual members of the construction joint venture (CJV). These estimates were reconciled internally and then further compared to VDOT’s estimate.

Within the cost estimate for the Project, the DB Contractor has priced an adequately staffed construction organization with experienced personnel and managers familiar with the region and with the specialty construction methods to be used. The degree of confidence in the construction cost estimate and schedule is further enhanced by the level of design work undertaken, with 30% design plans approved by VDOT.

Arup further opines that the Initial Baseline Schedule, appropriately comprehensive for this stage of design with over 1800 activities, represents a reasonable approximation of how the DB contractor intends to perform the work. The schedule captures the key elements of work in a sufficient manner and with



Page 4

satisfactory detail to develop an accurate duration for the works corresponding to the estimate.

Under the terms of the CA, the Initial Baseline Schedule will be used as a basis for evaluating progress until such time as VDOT approves a Baseline Schedule.

The DB Contractor’s responsibility is to deliver Project assets within certain contractual time periods in order to achieve Substantial Completion for each asset. Arup opines that the contractual time periods contained in the DB Contract and CA are reasonable to allow the DB Contractor to achieve key milestone dates.

The DB Contractor has set aside an adequate contingency in the construction cost estimate to cover cost overruns. In Arup’s opinion, the contingency and profit set aside is sufficient to cover reasonably foreseeable cost overruns for a project of this size and complexity.

Arup notes the possibility of potential structural risk to the existing adjacent Midtown Tunnel as a result of the new facility’s construction. Based on our assessment of the engineering measures undertaken by the DB Contractor, in particular the proposed tunnel alignment, the probability of its occurrence is remote.

Other construction risks that can be considered normal for this type of marine work should be sufficiently covered by builders’ risk insurance and contingency. These construction risks are priced adequately within the Contract Sum.

SKW will self-perform the majority of the Contract work. Qualified subcontractors are available to perform the remainder of the Contract work that will be subcontracted.

Replacement Contractor Environment The size, engineering and construction complexity of the Midtown Tunnel Project limits the pool of available DB contractors, since only well-qualified and financially capable companies are available for this type of work. Given the size, experience and financial strength of both Kiewit and Skanska in the DB joint venture, Arup considers it a low probability that they would both fail to complete their responsibilities under the DB Contract.

Design Review

New Midtown Tunnel The work associated with the new Midtown Tunnel constitutes the majority of the Project’s schedule and cost. The proposed construction approach employs an immersed-tube method, by which concrete segments are constructed off-site, floated into place, then submerged and connected in a shallow trench on the river bottom. Immersed tube construction methods have been employed for similar crossings both in the US and internationally. Both the lead designer, Parsons



Page 5

Brinckerhoff, and the DB Contractor, SKW, are experienced in this type of construction and are familiar with the Project location.

The geotechnical evaluation and design for this work are critical to the Project’s success, and Arup opines that the DB team has conducted a sufficient amount of geotechnical investigations to adequately inform the preliminary design and the construction cost estimate and schedule.

The new tunnel’s design includes adequate provisions for ventilation, fire protection, drainage, and related systems. In Arup’s opinion, the preliminary tunnel design including the proposed temporary works for the tunnel approaches is reasonable and appropriate at this stage of design development.

MLK Extension The MLK Extension is a predominately conventional highway project. The proposed alignment and geometry are generally in conformance with the Project’s Technical Requirements. ERC’s lead design firm has requested and been granted design exceptions and/ or waivers from VDOT to allow for minor departures from the relevant code requirement.

Existing Midtown and Downtown Tunnels The Project scope includes rehabilitation of the existing Midtown and Downtown Tunnels. The scope of the rehabilitation work is clearly delineated in the CA and the DB Contract and a reasonable risk sharing mechanism is place to address unforeseen conditions.

The construction methods and alignment for the new Midtown Tunnel have been appropriately developed to minimize stresses from the construction on the adjacent existing Midtown tunnel. The DB Contractor will implement an instrumentation and monitoring program to measure movement of the existing tunnel and provide early warning if it exceeds anticipated levels.

Operations & Maintenance ERC intends to self-perform the Project’s operations and maintenance (O&M) activities during the 58-year concession term. Arup has reviewed detailed OpEx and CapEx estimates and supporting documentation prepared by ERC and its consultants. Arup considers the information provided sufficiently detailed to ascertain ERC’s overall O&M approach, assumptions and level of compliance with the requirements of the CA.

In Arup’s opinion, ERC’s proposed approach to O&M for the construction and operations periods is logically structured to undertake the principal O&M obligations, and in general, we consider the proposed scope, staffing levels, and cost estimates for this work to be adequate at this stage of the Project development. There is limited risk of ERC experiencing material cost overruns during the concession term. While the CA does not contain a specific O&M



Page 6

escalation factor or index, the Concessionaire is entitled to increase tolls on an annual basis by the greater of 3.5% or the Consumer Price Index.

ERC is comprised of two experienced developers and operators (Macquarie and Skanska) that have the requisite resources and experience to perform the O&M responsibilities under the CA. In addition, Arup notes that ERC has appropriately staffed some operational positions with experienced individuals that have also been actively involved in the initial procurement phase of the Project, to ensure a smooth transition from VDOT to ERC operational responsibilities.

Arup opines that the program for major maintenance and rehabilitation is reasonable and in conformance with normal industry practice. The rehabilitation program is well developed, logical and founded on an appropriate analysis of existing conditions and the design-build program.

Toll Systems Arup opines that the system requirements in the CA and the Business Model are reasonable and represent industry standards for this kind of all-electronic toll system. The relevant sections of the CA have been supplemented by ERC with a comprehensive set of functional and performance requirements. There are multiple proven systems solutions available that can be readily adapted by a systems integrator to comply with these requirements. The proposed tolling systems technology is state-of-the-art and proven in several cashless applications in revenue operation around the world.

The Tolling Contractor, Federal Signal Technologies and its subcontractors, have considerable experience providing tolling components including back office systems, OEM equipment, and operations services throughout the US, including in Virginia.

The Project will use the E-ZPass commercial and operational platform through a service agreement with VDOT. The enforcement of toll payments and additional charges is endorsed by the Code of Virginia. Vehicle and owner information will be obtained from the state Department of Motor Vehicles (DMV) and other institutions. The flexibility of the enforcement system will provide tools to increase E-ZPass penetration, reduce leakage, and maintain revenues by providing delinquency fees to offset the higher collection costs resulting from manual follow-up. This type of strategy is aligned with proven experiences on other projects, both in the US and overseas.

The reliance on video tolling for a large proportion of toll revenues, particularly in the early years of the concession period, raises some concern due to the potential difficulty of collecting tolls on vehicles with out-of-state license plates.

Arup has reviewed FST’s schedule for implementing tolling on the existing assets (Stage 1) and the new Midtown Tunnel and MLK Extension (Stage 2). For Stage 1, any delay in the ability to achieve the June 2012 tolling system acceptance date would likely be limited to one to two months (We note that ERC’s financial model does not assume toll revenues prior to September 30, 2012).



Page 7

For Phase 2, FST’s schedule will be coordinated with the DB Contractor to ensure project milestones for design, procurement, installation, testing and commissioning of tolling equipment will be achieved. Arup considers the time available more than adequate given the limited number (4) of additional tolling points.

With respect to our review of proposed tolling systems implementation, and based on our review of the documents and proposals and additional information obtained from follow-up discussions with the relevant ERC consultants and staff, Arup concludes the following:

The CA requirements pertaining to the tolling system are not unusual and are achievable by ERC and FST. FST provided a comprehensive proposal to design, construct, operate and maintain a tolling system compliant with the terms of the CA and ERC’s requirements for Operation and Maintenance. Tolling operations parameters contained in the Tolling Contract are reasonable. Tolling operations responsibilities are addressed in the Tolling Contract and the Electronic Toll Collection Agreement. FST has commenced certain design and preconstruction activities in order to meet the aggressive timetable for tolling commencement on the Existing Project Assets and is currently meeting its material schedule obligations. FST and its subcontractor, Faneuil, have considerable experience providing tolling components including back office systems, OEM equipment, and operations services throughout the US, including in Virginia. In the event that FST is released from its contractual obligations, there are other replacement tolling systems contractors available.

Financial Model Arup has reviewed the technical inputs to the ERC Financial Model and can confirm they correspond to the DB construction and O&M cost estimates we reviewed. ERC has engaged Ernst and Young to review and audit the model functionality and structure.

Approvals and Permits The right-of-way (ROW) Cost and Acquisition Baseline Schedule provided appears to be comprehensive and achievable. The design information presented is within the limits of that ROW. The DB Contractor notes the preliminary ROW plans have already been reviewed and approved by FHWA and VDOT.

Design approvals will be handled by VDOT through its consultant engineering staff. The specified turnaround time for reviewing and commenting on the DB Contractor’s design submittals is reasonable and consistent with market precedent and practices. The 30% design plans have been reviewed and approved by VDOT.



Page 8

While the utility relocations will require significant coordination with third parties, Arup concludes that, based on the degree of planning and interaction conducted by the DB Contractor and the experience of the DB Contractor, the risk related to the timing of utility relocations is manageable.

Environmentally, the Project is in compliance with NEPA requirements, with a Finding of No Significant Impact issued in August 2011.

Arup has reviewed the available information pertaining to environmental compliance in relation to the design, construction, operation and maintenance of the Project. Based on this review, Arup concludes that the Project’s environmental risks are manageable.

Project Participants ERC’s member companies, Skanska and Macquarie, maintain extensive holdings of toll road assets throughout the world.

Each member of the construction joint venture – Skanska USA Civil Southeast Inc., Kiewit Construction Company and Weeks Marine, Inc. – features the requisite experience and corporate strength to complete large complex projects. The three companies individually score prominently in the Engineering News Record list of Top 50 Domestic Heavy Contractors in 2011, with Kiewit ranked #1, Skanska #4, and Weeks #21 in annual US revenues.

Based on our review of the CJV, the key individuals currently assigned to the Project possess the technical expertise and knowledge to manage important elements of the construction process, and we are satisfied the organization has the management-level experience to complete a project of this type, size, and complexity.

Federal Signal Technologies, which will design, install, and operate the Project’s toll systems, also has extensive experience in these roles on projects throughout the US, including in Virginia. In Arup’s opinion, the proposed project manager has substantial experience implementing similar tolling systems.

About Arup Arup is an independent, global firm of designers, planners, engineers, consultants and technical specialists offering a broad range of professional services. With over 10,000 staff working in more than 35 countries, Arup has brought together individuals from a wide range of disciplines since its founding in 1946.

Arup’s Transaction Advice practice contains the firm’s deal advisory services in early-stage strategy and business planning, transaction due diligence, and post-acquisition performance improvement. Arup has played a significant role in the global infrastructure market, advising on a diverse range of transactions in terms of type, sector, geography, client, and role. In 2011, Arup advised on 26 transactions which achieved financial close with a combined deal value of approximately $20.1 billion.



Page 9

For the past two years, Arup has been awarded the designation of Global Technical Adviser of the Year at the Infrastructure Journal. This is an annual industry-leading event rewarding excellence and innovation in infrastructure and project finance.

The firm serves both private- and public-sector clients and is registered with the US Securities and Exchange Commission and the Municipal Securities Rulemaking Board as a municipal advisor.



Page 1

1 Introduction

1.1 ScopeArup was engaged by Elizabeth River Crossings LLC (ERC or the Concessionaire) to undertake, on behalf of the prospective lenders and bond investors, a technical due diligence review of the Downtown Tunnel / Midtown Tunnel / Martin Luther King Freeway (MLK) Extension Project (the Project). ERC is comprised of Skanska Infrastructure Development, Inc. (Skanska ID) and Macquarie Infra-structure & Real Assets (Macquarie), each with 50% equity participation. As the preferred bidder for the 58-year Project concession, ERC plans to design, build, finance, operate and maintain the Project within the context of the Comprehensive Agreement (CA).

ERC submitted the sole conceptual proposal for the Project in September 2008 and has since been collaborating with the Virginia Department of Transportation (VDOT or the Department) to further develop the Project’s scope and commercial terms. The parties signed an Interim Agreement for the Project in January 2010 under the terms of the state’s Public-Private Transportation Act, with subsequent negotiations having led to the approval of final commercial terms by Virginia’s Commonwealth Transportation Board in July 2011. Commercial close occurred on December 5, 2011, with a financial close targeted in the first quarter of 2012.

The scope of Arup’s review can be broadly outlined as follows:

Observation of site conditions Review of the various project agreements (including but not limited to the Comprehensive Agreement, Design-Build Contract and Tolling contract) Review of material construction risks Review of available geotechnical data and reports Review of capital project cost and schedule Assessment of the Project’s overall compliance with environmental regulatory framework Assessment of operations and maintenance requirements Comment on proposed operations and maintenance organization Review of Tolling Protocols and arrangements contemplated Review of the Concessionaire’s routine, periodic, and major-maintenance cost and schedule proposals Evaluation of the Design-Build Contractor’s security package from a first-principles approach

For the technical due diligence review, the Arup team visited the site on June 28-30, 2011. This trip enabled observation of site conditions and discussions with principal members of the ERC Project team, including advisors and the Design-Build Contractor.



Page 2

Based on the information reviewed to date, Arup opines there are no apparent material flaws in the planned design, construction, operations, maintenance, and rehabilitation approaches for the Project.

1.2 PurposeArup’s role, as the Lenders’ Technical Advisor, is to advise on technical issues for the comfort of the potential project lenders and bond investors.

The purpose of this technical due-diligence report is to review and comment on the technical aspects of the Project and supporting information provided by ERC, as well as the capabilities of and due diligence conducted by the various members of the design-build team in preparation of their bid for the public-private partnership.

1.3 LimitationsThe scope of this report does not include the following:

Review of traffic predictions Review of insurance provisions Detailed analysis of existing asset condition Development of cost estimates or schedule proposals for the construction, operation, maintenance, and rehabilitation efforts

1.4 The Project The Project is expected to enhance traffic flow significantly in Virginia’s coastal Hampton Roads region, which is home to substantial naval and shipping interests, by expanding transportation capacity across the Elizabeth River between the cities of Norfolk and Portsmouth (see Figure 1 for location map). The existing river crossings, the Midtown and Downtown Tunnels, suffer heavy congestion, and improvement of this corridor is the region’s top transportation priority.

The Project consists of five main elements: (1) doubling the Midtown Tunnel’s capacity through construction of an adjacent two-lane immersed-tube tunnel; (2) providing maintenance and safety improvements to the existing Midtown and Downtown Tunnels; (3) improving the connection between these tunnels by constructing an elevated extension of the MLK Freeway in Portsmouth connecting with I-264 and the Downtown Tunnel; (4) modifying the Hampton Boulevard/ Brambleton Avenue interchange near the Midtown Tunnel entrance in Norfolk (Figure 2); and (5) installation of tolling systems at the Midtown Tunnels, Downtown Tunnels and MLK extension.

Design and construction of these elements is scheduled for 69 months, starting at Financial Close, with a fixed cost of $1,460,130,000. In addition to the above scope, ERC will also be responsible for operations, maintenance and rehabilitation of the Project for the 58-year concession period. The target tolling commencement date for the existing facilities is August 1, 2012.



Page 3

Figure 1: Project Location (source: ERC)

Figure 2: Construction Scope (source: ERC)

New Midtown Tunnel: A new, adjacent two-

lane tunnel Brambleton Ave / Hampton Blvd interchange

modifications

Downtown Tunnels: Refurbishment and safety

improvements

Existing Midtown Tunnel: Refurbishment and safety

improvements

Extending MLK to I-264, High St. interchange

Portsmouth

Norfolk

Blue = Greenfield elements

Green = Brownfield elements



Page 4

1.5 Consortium Partners ERC has entered into a design-build contract with a construction joint venture, SKW Constructors (DB Contractor or SKW). SKW is comprised of the following construction firms:

Skanska USA Civil Southeast (45%) Kiewit Infrastructure Company (40%) Weeks Marine (15%)

ERC’s lead designer is Parsons Brinckerhoff (the Designer or PB), which is engaged under subcontract to SKW and will perform its work with assistance from various specialist sub-consultants. Details on the respective members’ qualifications are provided in Section 9 of this report, and a chart showing the contractual relationships among major project participants is in Figure 3 below.

ERC has engaged Federal Signal Technologies Inc. (FST) to design, install, commission and operate the tolling systems, as outlined in Section 6 below.

Arup opines on the experience and qualifications of the Consortium Partners in Section 9 of this report.

An interface agreement addresses the interaction between the Concessionaire, the design-build contractor and the tolling contractor.

Figure 3: Structure of Contractual Arrangements (source: ERC)



Page 5

2 Document Review Arup has reviewed the following major contract documents and comments on them in this section:

Table 1: Major Contract Documents Reviewed

Contract Document Version

Comprehensive Agreement Execution Version – December 5, 2011

Design-Build Contract Execution Version – December 5, 2011

Tolling Contract Execution Version – December 5, 2011

Interface Agreement Execution Version – December 5, 2011

2.1 Comprehensive Agreement The December 5, 2011 Comprehensive Agreement (CA) between VDOT and Elizabeth River Crossings Opco LLC (ERC)1 is reviewed below. Arup provides comments with respect to the technical provisions of the CA related to operation and construction risks below and we highlight those parts of the CA that present the more significant technical risks.

Arup opines that the technical requirements of the Comprehensive Agreement (CA) are reasonable and in accordance with similar provisions observed for other P3 arrangements throughout the US. The relief provisions for delay and compensation events are reasonable, and technical risks have been passed down to the Design-Build (DB) and Tolling Contractors as appropriate.

Arup further opines that:

The provisions for Liquidated Damages (LDs) payable to the Virginia Department of Transportation (VDOT) under the CA are reasonable. The provisions of the Non-Compliance Points System are reasonable and it is unlikely that the Concessionaire will exceed the thresholds which would trigger increased monitoring or the requirement to implement a Performance Improvement Plan. The provisions for Compensation Events and Delay Events are comprehensive and in line with market standards. Concessionaire Default provisions are as expected with reasonable cure periods, such that Arup considers it unlikely the Concessionaire would reach the default threshold.

1 In this report ERC is used interchangeably to represent Elizabeth River Crossings LLC, the entity formed to procure the Project and Elizabeth River Crossings Opco LLC, the entity formed to construct and operate the Project.



Page 6

2.1.1 Article 2: Definitions All capitalized terms used in the CA and in this report have the respective meanings set forth in Exhibit A of the CA.

2.1.2 Article 3: Basic Roles and Responsibilities The Concessionaire will perform in accordance with (i) the Project Agreements; (ii) Law (including, to the extent applicable, with all federal requirements and Laws applicable to a transportation project that has received or receives federal-aid funds); (iii) Governmental Approvals; (iv) Good Industry Practice; and (v) the requirements of insurance policies required to be maintained.

The Department will be entitled to exercise such oversight of the activities of the Concessionaire and its Contractors in accordance with the CA.

The Department will use reasonable efforts in performing its rights and duties under the CA to minimize any disruption to or impairment of the Concessionaire’s rights and obligations under the CA.

The provisions of Article 3 are typical for projects of this nature.

2.1.3 Article 4: Grant of Permit Term Pursuant to the Act and subject to the terms and conditions of the CA, the Depart-ment grants to the Concessionaire the exclusive right, and the Concessionaire accepts the obligation, (i) to finance, develop, design, construct, manage, operate and maintain the Project and (ii) to establish, impose, charge, collect, use and enforce payment of tolls and related charges.

In consideration of the Permit granted to the Concessionaire by the Department, the Concessionaire will perform the Work at its own expense except as otherwise provided in the CA and pay (to the extent required) to the Department the Assigned Gross Revenue and Refinancing Gain Share Fee in accordance with the calculation attached as Exhibit H to the CA.

The CA is in effect as of the Agreement Date2 and will remain in effect until the first to occur of (i) the 58th anniversary of the Financial Close Date or (ii) the effective date of termination of the Agreement pursuant to Article 20, Termination, of the CA.

The Concessionaire will be entitled to an extension of the Term for the following Delay Events; provided the Concessionaire complies with the notice and claims submission requirements in Article 13 of the CA:

a Delay Event that delays the Scheduled Tolling and O&M Commencement Date of the Existing Project Assets; or

2 The CA was executed on December 5, 2011



Page 7

a Delay Event occurring prior to Substantial Completion of the New Project Assets that delays the Design-Build Work for the New Project Assets.

Any extension of the Term will be limited to the extra period of time reasonably required to recover from the impact of the loss of Toll Revenues attributable to such Delay Event, minus any cost-savings realized by the Concessionaire due to such Delay Event. Notwithstanding the foregoing, to the extent a Delay Event identified in Section 4.02(b)(i) of the CA is also a Compensation Event that entitles the Concessionaire to recover a Net Revenue Impact as part of Concessionaire Damages, the Concessionaire will not be entitled to an extension of the Term for such Delay Event.

2.1.4 Article 5: Tolling From and after the Tolling and O&M Work Commencement Date for each Project Asset and continuing during the Term, the Concessionaire will have the exclusive right to impose, charge, collect, use and enforce the collection and payment of the Toll Revenues, in accordance with the terms of the CA.

The Concessionaire’s rights under Article 5 are limited by, and conditioned on, compliance with Law and all other provisions in the CA, including the following provisions:

vehicles, other than Exempt Vehicles,3 will be entitled to use the Project subject to payment of the applicable tolls; the toll rates will be set in accordance with the Toll Rate Schedule attached as Exhibit J to the CA; and the Concessionaire may charge, debit and collect tolls through open road tolling facilities that comply with Section 5.04 of the CA or use remote sensing or other technologies (including global positioning system technology) which must be interoperable with E-ZPass (or any successor to E-ZPass utilized on State Highways at that time) to charge, debit, and collect tolls for actual vehicular use of the Project.

The Concessionaire is entitled to collect reasonable incidental charges for:

administrative fees for account maintenance, account statements and customer service;the purchase or rental of transponders or other electronic tolling devices (or refundable security deposit); refundable security deposits for the distribution of transponders or other electronic toll devices; video surcharges for permitted travel on the Project by vehicles that are not equipped with a transponder or other equipment allowing the processing of the applicable tolls through the E-ZPass network (or successor);

3 Generally state and local government vehicles



Page 8

fees, penalties and interest for toll violations, including costs of collection in accordance with Law; and other incidental fees and charges reasonable and customary in connection with the services being provided at that time by the Concessionaire; provided, that the amount of any such other incidental fees and charges will not exceed the amount reasonably necessary for the Concessionaire to recover its reasonable out-of-pocket and documented costs and expenses incurred with respect to the items, services and work for which they are levied.

The Concessionaire will operate and maintain a toll collection system which will be interoperable with the E-ZPass network and any successor to E-ZPass utilized on State Highways at that time. If the Department intends to change any State interoperability or compatibility standards, requirements or protocols for toll collection systems, it will endeavor to coordinate with the Concessionaire prior to the implementation of such change so as to minimize the loss of Toll Revenues, disruption and cost to the Concessionaire, but the Department will not be liable in any event for any loss of Gross Revenues, disruption or cost attributable to such change.

The Concessionaire will be responsible for all toll transaction account manage-ment services; provided, however, that the Concessionaire will engage and contract with the Department for the provision of toll transaction account management services in accordance with the Electronic Toll Collection Agreement.

The Concessionaire may, but is not obligated to, enter into an agreement with the Department to process toll violations, in accordance with the Violations Processing Services Agreement (Exhibit K of the CA).

The risk of enforcement and collection of tolls and related charges (including user fees and civil penalties and administrative fees) remains with the Concessionaire.

The Department will have the right to order immediate suspension of tolling in the event that any of the Project Assets are designated for immediate use as follows:

as an emergency mass evacuation route based on a declared emergency issued pursuant to Law and tolling has been suspended on other tolled roadways operated by or on behalf of Department within the evacuation route that are being used as emergency mass evacuation routes; or as the alternate route for the diversion of traffic from another State Highway temporarily closed to all lanes in one or both directions due to: (A) a declared emergency issued pursuant to Law or (B) a significant incident involving one or more casualties requiring hospitalization or treatment by a medical professional or one or more fatalities on the affected State Highway from which such traffic is diverted (provided that suspension of toll will be limited to the lanes in the direction of the diversion).

The Department will lift any such order as soon as the need for such order ceases. The Department will have no liability to the Concessionaire for the loss of Toll Revenues or the increase in costs or expenses attributable to any such order, and any such increase will be the Concessionaire’s sole financial risk. In Arup’s



Page 9

opinion, the occurrence of an event as outlined above that leads to a suspension of tolling, would be both rare and of a limited duration, and thus not likely to have a material impact on the Concessionaire’s annual revenue. In addition, in the case of a diversion, the impact would likely affect only a single tolling location.

Gross Revenues will be used first to pay all due and payable operations and maintenance costs, specifically including all amounts due to the Department pursuant to the CA, before they may be used for any other purpose.

Except for its specific obligations to the Concessionaire under the terms and conditions of the CA, the Department will not have any risk or liability related to actual traffic volume and revenue, including but not limited to the risk that actual traffic volume is less than the traffic volume projected in the Base Case Financial Model.

2.1.5 Article 7: Project Financing; Financial Close; Lender Rights and Remedies; Refinancing

The Concessionaire is solely responsible for obtaining and repaying all financing, at its own cost and risk and without recourse to any State Party, necessary to develop, design, construct, maintain and operate the Project and any Concessionaire Project Enhancement.

The Department will make payments of the Public Funds Amount to the Concessionaire in accordance with the terms set forth in the Public Funds Amount Payment Terms (Exhibit M of the CA). The Public Funds Amount will be (a) decreased by any amounts paid by the Department to the Concessionaire prior to the Financial Close Date for Early Work and (b) adjusted pursuant to Section 7.03(b) of the CA.

This section sets forth the conditions precedent for Financial Close. There are no unusual requirements from a technical perspective.

The Concessionaire will achieve Financial Close by the Financial Close Deadline.4 In the event this does not occur, the Department may terminate the CA.

2.1.6 Article 8: Design and Construction of the Project

Section 8.01: General Obligations of the Concessionaire The Concessionaire will furnish all design, construction and other services, provide all materials, equipment and labor to perform the Work reasonably inferable from the CA and perform the Work in accordance with the CA.

4 The Financial Close Deadline means the date by which Financial Close must occur, which will be no later than the later of (a) 180 Days from the Agreement Date or (b) such later date that is 90 Days from the date of approval of a loan pursuant to TIFIA, but not more than 210 Days from the Agreement Date; provided, that such deadline may also be extended by mutual agreement by the Parties.



Page 10

Except as otherwise expressly provided in the CA, the Department makes no warranties or representations as to any surveys, data, reports or other information provided by the Department or other Persons, including the data and other information set forth in Exhibit O of the CA (Baseline Asset Condition Report), Exhibit P of the CA (Known Site Conditions Baseline Report) and Exhibit Q of the CA (Known Pre-Existing Hazardous Substances Report) concerning surface or subsurface conditions, the existing condition of the roadway and other Assets, drainage, the presence of Utilities, Hazardous Substances, contaminated ground water, archeological, paleontological and cultural resources, and endangered and threatened species, affecting the Project Right of Way or surrounding locations. The Concessionaire acknowledges that such information is for the Concessionaire’s reference only and has not been verified by the Department, and that the Concessionaire will be responsible for conducting all surveys, studies and assessments as it deems appropriate for the Project. The foregoing does not limit the Concessionaire’s rights with respect to Compensation Events and Delay Events. Arup notes that many of the items above are covered under the definitions of a Compensation Event and a Delay Event discussed below.

Except as otherwise expressly provided in the CA, the Concessionaire will bear the risk of all conditions occurring on, under or about the Project Right of Way on which the Work is performed, including:

physical conditions of an unusual nature that differ materially from those ordinarily encountered in the area; changes in surface topography; variations in subsurface moisture content; Utility facilities; Hazardous Substances, including contaminated groundwater; any archeological, paleontological or cultural resources; and any species listed as threatened or endangered under Federal or State endangered species Law;

provided, that the foregoing will not limit the Concessionaire’s rights with respect to Compensation Events and Delay Events. While the foregoing language is used in the CA, Arup notes that the items identified above all qualify as Delay and/or Compensation Events as outlined below.

Section 8.02: Limited Notices to Proceed to Perform Certain Work and Completion of Early Work The Concessionaire may request that the Department issue one or more Limited Notices to Proceed (“LNTP”) authorizing the Concessionaire to commence certain portions of the Work. Prior to issuance of a LNTP, the parties will agree upon the conditions to the issuance of such LNTP, as well as the scope, schedule and payment terms (if applicable) for such portion of the Work.



Page 11

Section 8.03: Conditions Precedent for Notices to Proceed The CA sets out conditions precedent for issuing certain notices to proceed for:

Design, and Construction (of applicable segment)

In Arup’s opinion, the conditions set forth are reasonable and appropriate.

Section 8.04: Design Work This section sets forth the general conditions for Department review and approval of Design and Construction submittals. The Design Approval process is further discussed in Section 8.2 of this report.

In the event the Concessionaire’s design differs from the schematic upon which the NEPA Documents were based, the Concessionaire will be fully responsible for all necessary actions, and will bear all risk of delay (except to the extent resulting from Delay Events) and all risk of increased cost, resulting from or arising out of any associated change in the Project location and design, including (i) conducting all necessary environmental studies and preparing all necessary environmental documents in compliance with applicable Environmental Laws, (ii) obtaining and complying with all necessary new Governmental Approvals (including any modifications, renewals and extensions of the NEPA Documents and other existing Governmental Approvals) or third party approvals or agreements, and (iii) bearing all risk and cost of litigation. The foregoing provisions will not apply, however, in the case of a Department Change or Department Project Enhancement.

Aside from potential litigation from a party opposing the project, Arup does not consider this a significant risk, as it is unlikely that any potential departures from the schematic design would be sufficient enough to warrant a reevaluation of the relevant environmental documents.5 Environmental Issues are further discussed in Section 8.4 of this report.

Section 8.05: Acquisition of Project Right of Way; Utility Relocations; Railroad Easements; Virginia Ports Authority Lease This section sets out the Right of Way Acquisition responsibilities of the Concessionaire and is further discussed in Section 8.1 of this report.

Section 8.06: Government Approvals The Concessionaire, at its sole cost and expense, will obtain, maintain and comply with all Governmental Approvals necessary for the Work. Responsibility for and cost of obtaining Governmental Approvals necessitated by a Department Change

5 Arup notes that it is not unusual for an agency to publish a finding of no significant impact for minor changes in the environmental documents, and while some delay may be encountered, it would not pose a significant risk to the project.



Page 12

or a Department Project Enhancement will be as specified in the accompanying Change Order.

The Department will provide reasonable assistance and cooperation to the Concessionaire, as requested by the Concessionaire, in obtaining Governmental Approvals relating to the Project and any revisions, modifications, amendments, supplements, renewals, reevaluations and extensions of Governmental Approvals.

Except as otherwise provided in the CA, the Department will not unreasonably withhold or delay any Governmental Approval for which it is the issuing Governmental Authority with respect to the design, construction, operation or maintenance of the Project.

Section 8.07: Construction Work and Project Schedule The Initial Baseline Schedule, as reviewed in Section 3.7 below, will be the basis for monitoring the Concessionaire’s performance of the Work until such time as a (revised) Baseline Schedule has been approved by the Department in accordance with the Technical Requirements.

The Concessionaire and the Department will conduct monthly progress meetings in accordance with the Technical Requirements. The Lenders’ Technical Advisor (LTA) should be granted reasonable rights to attend this and other meetings as deemed appropriate by the LTA acting reasonably.

Except as provided otherwise in the CA, the Concessionaire will be financially responsible for all damage to the Project resulting from the Work. The Depart-ment will not be responsible for any construction means and methods of the Concessionaire or liability ensuing therefrom, unless such means and methods were directed by the Department pursuant to a Department Change or a Depart-ment Project Enhancement.

If the progress of the Work does not conform to the current Baseline Schedule, the Concessionaire will submit a recovery schedule as required by the Technical Requirements, and will reasonably consider revisions to the Baseline Schedule proposed by the Department to achieve completion within the timeframe set forth in the CA.

The provisions of this section are reasonable.

Section 8.08: Substantial Completion The Concessionaire will achieve Substantial Completion on or before the Scheduled Substantial Completion Date for the applicable Project Asset, subject to adjustment in accordance with the CA and subject to the assessment of liquidated damages pursuant to Section 8.10(a) of the CA.

The Department will issue a written certificate of Substantial Completion at such time as Substantial Completion occurs for each Project Asset.



Page 13

This section sets forth the conditions that must be achieved prior to the issuance of a substantial completion certificate. These conditions are as expected, and in general require the work to be essentially complete except for certain punch list, landscaping and aesthetic features, and paperwork items.

Section 8.09: Final Acceptance The Concessionaire will achieve Final Acceptance on or before the Scheduled Final Acceptance Date for the applicable Project Asset, subject to adjustment in accordance with the CA and subject to the assessment of liquidated damages pursuant to Section 8.10(b) of the CA.

The conditions for Final Acceptance are, in Arup’s opinion, reasonable and as expected for similar provisions observed for other public-private partnership arrangements elsewhere in the US.

Section 8.10: Liquidated Damages for Delayed Completion Liquidated Damages Related to Substantial Completion. If the Concessionaire does not achieve Substantial Completion of each of the Project Assets by the applicable Scheduled Substantial Completion Date, the Department will be entitled to assess liquidated damages against the Concessionaire in the following amounts:

$7,000 as liquidated damages for each Day that Substantial Completion of the Existing Midtown Tunnel extends beyond the Existing Midtown Tunnel Scheduled Substantial Completion Date. $7,000 as liquidated damages for each Day that Substantial Completion of the Existing Downtown Tunnels extends beyond the Existing Downtown Tunnels Scheduled Substantial Completion Date. $21,000 as liquidated damages for each Day that Substantial Completion of the New Midtown Tunnel extends beyond the New Midtown Tunnel Scheduled Substantial Completion Date. $11,500 as liquidated damages for each Day that Substantial Completion of the New MLK Extension extends beyond the New MLK Extension Scheduled Substantial Completion Date.

Liquidated Damages Related to Final Acceptance. If the Concessionaire does not achieve Final Acceptance of each of the Project Assets by the applicable Scheduled Final Acceptance Date,6 the Department will be entitled to assess liquidated damages against the Concessionaire in the following amounts:

$3,000 as liquidated damages for each Day that Final Acceptance of the Existing Midtown Tunnel remains to be achieved following the expiration of the Scheduled Final Acceptance Date of the Existing Midtown Tunnel.

6 The “Scheduled Final Acceptance Date” is, with respect to each Project Asset, 90 Days after Substantial Completion of such Project Asset.



Page 14

$3,000 as liquidated damages for each Day that Final Acceptance of the Existing Downtown Tunnel remains to be achieved following the expiration of the Scheduled Final Acceptance Date of the Existing Downtown Tunnels. $8,500 as liquidated damages for each Day that Final Acceptance of the New Midtown Tunnel remains to be achieved following the expiration of the Scheduled Final Acceptance Date of the New Midtown Tunnel. $5,000 as liquidated damages for each Day that Final Acceptance of the New MLK Extension remains to be achieved following the expiration of the Scheduled Final Acceptance Date of the New MLK Extension.

In Arup’s opinion the Liquidated Damages contained in this section are reasonable. The provisions of this section have been passed down, back-to-back, to the DB Contractor and the Tolling Contractor.

Section 8.11: Warranties; Defective Design and Construction; Financial Responsibility for Rehabilitation Work The Concessionaire will require the Design-Build Contractor to warrant that: (A) the Design-Build Work is complete and conforms to Good Industry Practice; and (B) the Design-Build Work, including all materials and equipment furnished as part of the Design-Build Work, is new, of good quality, free of defects in materials and workmanship and will be fit for its intended purpose.

No implied or statutory warranties will apply. The warranties for Work relating to any Project Asset will be effective for a period of one year beginning on the date on which the applicable Project Asset achieves Substantial Completion (the “Warranty Period”). Such warranties will survive termination of the CA for Work that was in place prior to termination.

The one year warranty specified by the Department has been passed down to the DB Contractor and the Tolling Contractor. In addition, the Concessionaire has required, in the DB Contract, a Latent Defects warranty for a period of 60 months from the completion of the applicable DB Work. (Arup understands this is the statutory period in Virginia.)

Non-Conforming Work. The Provisions relating to the correction of Non-Conforming Work are reasonable and as expected.

Financial Responsibility for Rehabilitation Work. Except for Compensation Events and as provided below, the Concessionaire has full financial responsibility for the Rehabilitation Work as identified in the Rehabilitation Plan for the Existing Project Assets.

To the extent the Concessionaire is required to perform Rehabilitation Work on the Existing Project Assets that materially differs from the Rehabilitation Work identified in the Rehabilitation Plan for Existing Project Assets (“Excess Rehabilitation Work”), the Concessionaire will be entitled to seek a Department Change and, subject to the Concessionaire complying with all notice and claims



Page 15

submissions requirements set forth in the CA, the Department will issue a Department Change; provided however, that:

(A) the Concessionaire will be solely responsible for the Net Cost Impact for performing Excess Rehabilitation Work up to $5 million in the aggregate (“Excess Rehabilitation Work Deductible”); and

(B) the Department will be solely responsible for the Net Cost Impact for performing Excess Rehabilitation Work in excess of the Excess Rehabilitation Work Deductible but less than or equal to $20 million.

If the Net Cost Impact for performing Excess Rehabilitation Work is in excess of $20 million, the parties will comply with the provisions of this section. Arup notes that the Department generally retains the risk of the Net Cost Impact for Excess Rehabilitation Work exceeding $20 million.

The above provisions generally limit the exposure of the Concessionaire to rehabilitation costs in excess of the planned amount to $5 million in aggregate.

Section 8.12: Fuel Price Adjustments Each of the Department and the Concessionaire will be responsible for price adjustments for fuel used during the performance of the Design-Build Work as set forth in the Fuel Adjustment Provisions in Exhibit S of the CA. Under Exhibit S, the Concessionaire is entitled to a maximum of $9,400,000 reimbursement due to fuel price escalation. The Department is entitled to the same should fuel prices fall below the Base Index Price of $3.50 per gallon for No. 2 Distillate Diesel Fuel. The provisions for calculating Fuel Adjustments are reasonable. This provision has been passed through to the DB Contractor.

2.1.7 Article 9: Project Management; Operations and Maintenance

Section 9.01: Transition of Operations and Maintenance to ConcessionaireThe Department is responsible for operation and maintenance of the Existing Project Assets until the Existing Project Assets Tolling and O&M Work Commencement Date.

The section describes the Turnover process in accordance with the Turnover Plan (Exhibit T of the CA) including an inspection of the Existing Project Assets prior to Turnover. These provisions are appropriate.

Section 9.02 describes the conditions precedent to Tolling and O&M Work Commencement. These provisions are appropriate.

Section 9.04 lays out certain procedures relating to maintenance Work including the obligation to:



Page 16

submit a five-year Life Cycle Maintenance Plan on an annual basis, conduct biennial inspections of the Project Assets, and submit an Annual Budget

Arup notes that the Department generally retains the risk that Existing Project Assets require major maintenance in excess of the costs identified in the Base Case Structural Assets Major Maintenance Plan. This is an important risk mitigant for the Concessionaire, considering the age of the existing immersed tube tunnels.

The provisions in this section are reasonable.

2.1.8 Article 10: Concessionaire Project and Quality Management; Department Oversight and Other Services

Article 10 describes the Department’s Oversight, Access and Inspection rights, which are reasonable and as expected.

Section 10.05, Department Approvals, specifies that the Department’s failure to respond to a written request for approval within a specified time period (as may be extended) will be deemed to be the Department’s approval of such request.

In cases where sole discretion is specified for an approval, consent, determination or other decision, the decision will not be subject to the dispute resolution procedures.

If the Concessionaire must provide a submittal to the Department for review and approval more than twice due to the Concessionaire’s failure to comply with the requirements of the CA, the Concessionaire will reimburse the Department for the Department’s Allocable Costs incurred thereafter in reviewing any portions of such submittal. If the Concessionaire must provide a submittal more than twice due to the Department’s failure to comply with the requirements of the CA, the Department will reimburse the Concessionaire for the Concessionaire’s Allocable Costs incurred thereafter in preparing or submitting any portions of such submittal and the Concessionaire will be entitled to any other remedies afforded to the Concessionaire under the CA.

Section 10.07 allows the Department to suspend the work under certain limited situations.

2.1.9 Article 11: Non-Compliance Points System Article 11 specifies how the Non-Compliance Point system will function. These points will be assessed in accordance with the Non-Compliance Points Table (Exhibit W of the CA). The Table lists the specific performance shortfalls that may result in the assessment of Non-Compliance Points along with the category (described below), cure period (if applicable) and the number of points for each shortfall. The number of points assessed varies from 1 to 10, based on severity, with the most frequent penalty being 2 points. There are 51 different performance issues for which a total of 167 points may be assessed.



Page 17

The Department reserves the right to add entries to the Non-Compliance Points Table describing additional Performance Shortfalls. The Department’s right to make additions or adjustments to the Non-Compliance Points Table is not intended to expand the Concessionaire’s existing contractual obligations, but rather to add existing contractual obligations to the list of Performance Shortfalls for which Non-Compliance Points may be assessed. While this is somewhat unusual, there are a number of limitations contained in the CA that adequately limit the Concessionaire’s exposure to punitive or arbitrary interpretations of this right.

Assessment of Non-Compliance Points will not begin until two years following the Final Completion date, which is beneficial to the Concessionaire as this period generally covers the start-up phase during which the possibility of Performance Shortfalls occurring is greater.

There are three categories of Performance Shortfalls:

Category A – Non-Compliance Points are assessed only at the end of an applicable cure period. Category B – Non-Compliance Points are assessed on the date of the initial notice and again if not cured in the applicable cure period. Category C – Non-Compliance Points are assessed on the date of the initial notice. Each act that gives rise to a Category C Performance Shortfall will be assessed Non-Compliance Points separately.

This is a typical arrangement intended to differentiate Performance Shortfalls based on severity.

Section 11.06, Monitoring Period, allows the Department to increase the level of monitoring of the Project at the Concessionaire’s expense if the Concessionaire is assessed an amount of Non-Compliance Points equal to or greater than 40% of the total number of Non-Compliance Points in the Non-Compliance Points Table in any consecutive 365-Day period or maintains an amount of Non-Compliance Points in respect of uncured Performance Shortfalls equal to or greater than 20% of the total number of Non-Compliance Points in the Non-Compliance Points Table at any time.

Section 11.07, Performance Improvement Plan, requires the Concessionaire to submit a Performance Improvement Plan if the Concessionaire accumulates an amount of Non-Compliance Points equal to or greater than 60% of the total number of Non-Compliance Points in the Non-Compliance Points Table in any consecutive 365-Day period or allows to continue an amount of Non-Compliance Points in respect of uncured Performance Shortfalls equal to or greater than 30% of the total number of Non-Compliance Points in the Non-Compliance Points Table at any time.

The failure of the Concessionaire to comply with Section 11.07, including the successful implementation of the Performance Improvement Plan, may constitute a Concessionaire Default in accordance with Section 19.01 of the CA (reviewed below).



Page 18

In Arup’s opinion, the provisions of CA Article 11, Non-Compliance Points System, are reasonable, and it is unlikely that the Concessionaire will exceed the thresholds which would trigger increased monitoring or the requirement to implement a Performance Improvement Plan.

2.1.10 Article 12: Project Enhancements and Safety Compliance Orders

Article 12 covers the following:

Project Enhancements – generally an improvement within the Project Limits; Safety Compliance Orders – generally an improvement to correct a safety defect or to comply with changes to safety standards; Development of Other Facilities – existing and new transportation or other facilities other than the Project outside of the Project Right of Way (including free roads, connecting roads, service roads, frontage roads, turnpikes, managed lanes, HOT/HOV lanes, light rail, heavy rail, high-speed rail, freight rail and bus lanes) other than Alternative Facilities (see below) that may affect the Project from an O&M or Traffic and Revenue perspective; and Alternative Facilities – In general, specific facilities whose construction or improvement are likely to impact Concessionaire revenue. An Alternative Facility is defined as a facility identified in any of clauses (a) through (d) below that is built and opened to traffic during the Term as a result of: a) the construction of the Patriots Crossing / Hampton Roads Third Crossing

or the construction of any other crossing of the James River between the Hampton Roads Bridge Tunnel and the Monitor- Merrimac Memorial Bridge-Tunnel;

b) the construction of additional general purpose traffic lanes on Interstate 64, including on the High Rise Bridge, in the City of Chesapeake, Virginia between the junction of Interstate 64 and Interstate 464 and the junction of Interstate 64 and Interstate 664 at Bower’s Hill;

c) the expansion of the Hampton Roads Bridge Tunnel; or d) the construction or capacity expansion of any other facility owned or

operated by or on behalf of the Department which (i) enables the crossing of the Elizabeth River between the cities of Norfolk, Virginia and Portsmouth, Virginia, or (ii) enables the crossing of the Southern Branch Elizabeth River north of Interstate 64 in the City of Chesapeake, Virginia; provided, that such construction or capacity expansion under clause (d) is not included as of the Agreement Date in the Department’s Six Year Improvement Program for fiscal year 2011 or the 2030 Long Range Transportation Plan.

Arup notes that the construction or expansion of an Alternative Facility is a Compensation Event. The provisions of Article 12 are reasonable from a technical



Page 19

perspective. Traffic and Revenue considerations are not within the scope of this report.

2.1.11 Article 13: Delay Events Article 13 covers the provisions for Delay Events, which are typical. In Arup’s opinion, the situations that constitute a Delay Event, as outlined in Table 2, are comprehensive.

Table 2: Delay Events Phase Events that may constitute a Delay Event

Design-Build Work i. the implementation of a Department Change; ii. a Force Majeure Event;

iii. discovery of a Differing Site Condition; iv. a failure to obtain, or a delay in obtaining, any Major Permit by

the deadlines specified in the Permit Baseline Schedule; v. a Change in Law that imposes additional requirements that

directly and materially adversely impact performance of the Design-Build Work;

vi. issuance by a Governmental Authority of competent jurisdiction of an injunction or other order enjoining or estopping either the Department or the Concessionaire from the performance of its obligations under the CA;

vii. a failure to obtain, or a delay in obtaining, the Railroad Easements within the deadlines specified in the Railroad Easement Baseline Schedule;

viii. a failure to obtain, or delay in obtaining, the acquisition of parcels by the deadlines specified in the ROW Cost and Acquisition Baseline Schedule;

ix. a failure to relocate, or delay in relocating, utilities by a Qualifying Utility by the deadlines specified in the Utility Baseline Schedule;

x. a Department-Caused Delay; or xi. a failure to obtain, or delay in obtaining, Governmental Approvals

from FHWA.

O&M Work i. a Force Majeure Event; ii. an injunction or other legal proceeding enjoining or estopping

either the Department or the Concessionaire from the performance of its obligations pursuant to the CA;

iii. implementation of a Department Change or Department Project Enhancement; or

iv. a Department-Caused Delay



Page 20

Section 13.01: Delay Event Notice and Determination If the Concessionaire is affected by a Delay Event, it will give written notice to the Department within 30 Days following the date on which the Concessionaire first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Delay Event.

If for any reason the Concessionaire fails to deliver a Delay Event Notice within such 30-Day period, the Concessionaire will be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event.

Section 13.02: Delays Affecting Performance of the Design-Build WorkExtensions of key milestones and/or activities identified on the most recent Project Schedule Update for Delay Events affecting the Work will be made based on a Time Impact Analysis, which is the standard method of quantifying the impact of delays on infrastructure projects.

Extensions to each of the Design-Build Work Deadlines will be adjusted accordingly. Failure to agree on an extension will be subject to the Dispute Resolution Process.

Section 13.03: Delay Events Affecting Performance of the O&M WorkA Delay Event will excuse the Concessionaire only from performance of its O&M Work obligations directly affected by such Delay Event.

2.1.12 Article 14: Compensation Events; Department Changes; and Deviations

Section 14.01: Compensation Events The notice requirements for Compensation Events are the same as for Delay Events above. Failure to deliver a written Compensation Event Notice within 30 days waives the Concessionaire’s right to Concessionaire Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event.

A Compensation Event includes any of the following:

a) Department-Caused Delays;

b) the construction or expansion of an Alternative Facility;

c) the development or implementation of any Department Change or Department Project Enhancement pursuant to the CA;



Page 21

d) any Discriminatory Change in Law;

e) one or more injunctions or other legal proceedings enjoining or estopping the Concessionaire from the performance of its obligations pursuant to the CA, in any case for more than 30 days in the aggregate;

f) a Tax Imposition;

g) a Change in Law that expands the vehicles exempted pursuant to Section 33.1-252 of the Code of Virginia;

h) discovery of archeological, paleontological or cultural resources on the Project Right of Way, excluding any such resources known to the Concessionaire on the Agreement Date;

i) a failure to relocate, or a delay in relocating, Utilities by a Qualifying Utility, to the extent provided under Section 14.01(f)(i) of the CA;

j) a failure to obtain, or a delay in obtaining, any Major Permit, to the extent provided under Section 14.01(f)(i) of the CA;

k) a failure to obtain, or delay in obtaining, the acquisition of parcels identified in the ROW Cost and Acquisition Baseline Schedule, to the extent provided under Section 14.01(f)(i) of the CA;

l) a failure to obtain, or delay in obtaining, Governmental Approvals from FHWA, to the extent provided under Section 14.01(f)(i) of the CA;

m) changes in the Joint Permit Application that imposes conditions that directly and materially adversely impact the Design-Build Work, to the extent provided under Section 14.01(f)(ii);

n) discovery of man-made, subsurface structures within the New Midtown Tunnel alignment, excluding any such structures known to the Concessionaire on the Agreement Date and to the extent provided under Section 14.01 (f) (iii) of the CA; or

o) an exercise by the Department of its Reserved Rights7 within the Project Right of Way, unless the CA expressly provides that such exercise will not entitle the Concessionaire to the Concessionaire Damages.

In General, the Concessionaire Damages will be calculated based on the sum of (A) any adverse Net Cost Impact and (B) any adverse Net Revenue Impact for each year that there is an impact attributable to such Compensation Event. This amount is adjusted as appropriate to account for net savings, insurance proceeds, etc.

7 Reserved Rights means the Department’s right and opportunity to develop and pursue, anywhere in the world, entrepreneurial, commercial and business activities that are ancillary or collateral to the use, enjoyment and operation of the Project and Project Right of Way as provided in the Agreement and the collection, use and enjoyment of Toll Revenues as provided in the Agreement.



Page 22

If the Concessionaire and Department are unable to agree upon the amount of the Concessionaire Damages within 120 Days after the delivery of the Compensation Event Notice, then either party, by written notice to the other party, may terminate the negotiations and request the Dispute be resolved in accordance with the Dispute Resolution process.

For Compensation Events described in clauses (i) through (l) above, the Concessionaire will be entitled to recover 50% of the Net Cost Impact for Critical Path delays attributable to such Compensation Events.

For the Compensation Event described in clause (m) above, the Concessionaire will be entitled to recover the Net Cost Impact for such Compensation Event; provided, however, that:

the Concessionaire will be solely responsible for the Net Cost Impact up to $10 million in the aggregate for such Compensation Event; the Department will be solely responsible for the Net Cost Impact in excess of $10 million but less than or equal to $15 million for such Compensation Event; and the Concessionaire will be solely responsible for the Net Cost Impact in excess of $15 million for such Compensation Event.

For the Compensation Event described in clause (n) above, the Concessionaire will be entitled to recover the Net Cost Impact for such Compensation Event; provided, however, that:

in no event will the Concessionaire be entitled to submit a Claim if the Net Cost Impact of such Compensation Event does not equal or exceed $10 million per occurrence (“Claim Threshold”); if such Compensation Event meets the Claim Threshold, the Department will be solely responsible for the Net Cost Impact in excess of $10 million for such Compensation Event; provided, however, that the Concessionaire will be solely responsible for the Net Cost Impact up to $10 million per occurrence for the first two Compensation Events that meet the Claim Threshold; and the Department will be responsible for all Compensation Events after the first two Compensation Events occur that meet the Claim Threshold.

In Arup’s opinion, the provisions of Article 14.01, Compensation Events, are comprehensive and in line with market precedence. These provisions have been passed down to the DB Contractor, as appropriate.

Section 14.02: Department Changes The Department may, at any time during the Term, authorize and/or require changes in the Work pursuant to a Change Order. In general, Arup understands an approved Change Order would constitute a Department Change.

If the Department desires to initiate a Department Change, then the Department will issue a Request for Change Proposal. After submission of the Change Proposal



Page 23

by the Concessionaire, the Concessionaire and the Department will negotiate a mutually acceptable Change Order. Failure to agree on the terms of a Change Order will be subject to Dispute Resolution.

In Arup’s opinion, the provisions for Department Changes are reasonable and as expected.

Section 14.03: Concessionaire Requests for Deviations The Concessionaire may request the Department to approve Deviations by submitting to the Department a written change request in a form approved by the Department.

The Department may consider and approve or disapprove, in its sole discretion, any such request, and the Concessionaire will bear the burden of persuading the Department that the Deviation sought constitutes sound and safe engineering consistent with Good Industry Practice and achieves the Department’s applicable safety standards and criteria.

The Concessionaire will be solely responsible for payment of any increased costs, for any losses of Gross Revenues, for all Allocable Costs and for any schedule delays or other impacts resulting from the implementation of a Deviation that has been approved by the Department.

2.1.13 Article 16: Hazardous Substances Article 16 covers general obligations and Pre-Existing Hazardous Substances. Unknown Pre-Existing Hazardous Substances constitute a Differing Site Condition, and the Department will reimburse the Concessionaire for its Allocable Costs for any required Remedial Works.

Section 8.4, Environmental and Permits, of this report covers Environmental Issues in more detail.

2.1.14 Article 19: Defaults and Remedies

Section 19.01 Concessionaire Defaults This section sets forth the events that constitute a Concessionaire Default. These include the following actions, among others:

the Concessionaire closes all or part of a Project Asset to traffic, at any time following Tolling and O&M Work Commencement for such Project Asset, other than in connection with any Permitted Closure, and such closure continues without cure for a period of ten Days following the date the Department delivers to the Concessionaire written notice thereof;



Page 24

the Concessionaire fails to achieve Substantial Completion of all of the Project Assets by the Long Stop Date,8 as such date may be extended pursuant to the CA;

the Concessionaire fails to commence the O&M Work for the Project Asset within 30 Days following the date the Department issues the Tolling and O&M Work Notice to Proceed for such Project Asset, and such failure continues without cure for a period of 30 Days following the date the Department delivers to the Concessionaire written notice thereof;

the Concessionaire:

A. fails to deliver to the Department within the deadline for submission a Performance Improvement Plan meeting the requirements for approval and such failure continues without cure for a period of 30 Days following the date the Department delivers to the Concessionaire written notice of such failure or

B. fails to reduce the number of accumulated Non-Compliance Points below the level in effect prior to the implementation of the approved Performance Improvement Plan (after taking into account the subtraction of Non-Compliance Points provided for in Section 11.05(b) of the CA and any reduction of Non-Compliance Points provided for in Section 11.07(b) of the CA within the 180-Day period specified.

From a technical perspective, the defaults listed are as expected with reasonable cure periods, such that Arup considers it highly unlikely the Concessionaire would reach the default threshold.

Section 19.02: Department Remedies upon Concessionaire Default The Department has a number of remedies available, subject to the terms of the Direct Agreement (Exhibit N of the CA), including termination of the CA. This is a typical provision. Arup notes that the Direct Agreement between VDOT, ERC and the Collateral Agent affords the Collateral Agent additional time to cure a default once the Department provides notice to the Collateral Agent of a Concessionaire Default.

2.1.15 Article 20: Termination; Handback Article 20 covers termination for the following scenarios:

8 Defined as the date that is 545 Days after the Guaranteed Substantial Completion Date, as such date may be extended for Delay Events from time to time pursuant to the CA. The Guaranteed Substantial Completion date is the date of the last Scheduled Substantial Completion Date to occur.



Page 25

Table 3: Termination Events Termination Event Arup Comment Termination Amount

Expiration of Term Covers handover at expiration of the Term including transition and Handback obligations. These provisions are reasonable.

NA

Significant Force Majeure Event9

If a Significant Force Majeure Event Occurs then either the Concessionaire or the Department may terminate the CA. If the Department elects to terminate, the Concessionaire may chose to restore the damage at the Concessionaire’s cost in which case the CA will remain in effect.

a) the Concessionaire Debt, b) all amounts at par paid by the

Equity Members in the form of capital contributions or Shareholder Loans up until the termination date, less any amounts actually received by the Equity Members from the Concessionaire as Distributions or payment of principal and interest for such Shareholder Loans,

c) all Demobilization Costs; d) less Credit Balances; e) less proceeds of insurance; and f) less Reimbursable Concessionaire

Damages.

Failure to Achieve Financial Close or Based on Excess Interest Rate Fluctuation and [amount of] TIFIA credit assistance

No Comment Non-Financial Close Termination Amount which is the sum of the following: (a) Phase 2 External Costs for completed and uncompleted Phase 2 Project Deliverables (including any Work Packages, Work Product and any partially-completed portions thereof which would have been developed or incorporated into a Phase 2 Project Deliverable) not reimbursed by the Department pursuant to the Interim Agreement and similar costs incurred by the Concessionaire after the Agreement Date that would have constituted work for a Phase 2 Project Deliverable if the work had been carried out by or on behalf of ERC under the Interim Agreement, not to exceed $10 million, and (b) amounts due and owing for Early Work performed up to the effective date of termination of the CA.

9 Generally a Force Majeure Event that (a) has the effect of causing physical damage or destruction to the Project Assets or surrounding infrastructure within the Project Right of Way, and (b) results in the Project Assets being substantially unavailable for public use or the suspension or substantial reduction of toll collections for a period in excess of (i) 180 consecutive Days; (ii) 360 Days in the aggregate over a period of two consecutive calendar years, or (iii) a period otherwise agreed to by the parties.



Page 26

Concessionaire Default

Subject to the provisions of the Direct Agreement (Exhibit N of the CA), the Department may terminate the CA on the occurrence of a Concessionaire Default. Under the terms of the Direct Agreement, Lenders are provided notice along with step-in rights and additional cure period in the event of a Concessionaire Default.

Prior to the final Substantial Completion Date, the lesser of :

i. the Completed Work Value ii. 80% of the Concessionaire

Debt Following the final Substantial Completion Date, the lesser of:

i. the Project Value ii. 100% of the Concessionaire

Debt; in each case, less: 1. Credit Balances; 2. unpaid and/or accrued default

interest; 3. Breakage Costs; 4. any other amounts referred to in the

definition of Concessionaire Debt that arise as a consequence of the termination of the CA or the acceleration of or requirement to mandatorily prepay the Concessionaire Debt;

5. Reimbursable Concessionaire Damages; and

6. Allocable Costs incurred by the Department in terminating the CA for Concessionaire Default

Department Default The Concessionaire may terminate the CA on the event of a Department Default, subject to certain notice provisions and allowing the Department opportunity to cure.

Same as the Department Convenience Termination Amount.



Page 27

Convenience The Department may terminate for convenience if it determines, in its sole discretion, a termination is in the best interests of the Department.

Prior to the Financial Close Date, the Non-Financial Close Termination Amount; From Financial Close to the end of the Lock-Up Period, the aggregate of

i. the Concessionaire’s Debt, ii. all reasonable Demobilization

Costs, and iii. the greater of (A) the

Concessionaire’s Equity Value as of the date of payment of the applicable termination compensation amount, and (B) an amount that, when added to the Distributions actually received by the Equity Members up until the date of payment of the applicable termination compensation amount, are sufficient to yield the Initial Refinancing Case Equity IRR on aggregate amounts paid by the Equity Members to the Concessionaire in the form of capital contributions or Shareholder Loans up until the date of payment of the applicable termination compensation amount; and

following the Lock-Up Period, the greater of

i. the Concessionaire Debt, and ii. the Project Value;

in each case, less any Credit Balances.

From a technical perspective the termination provisions are similar to those on other P3 projects.

2.1.16 Article 21: Dispute Resolution Article 21 outlines the Dispute Resolution ladder, which is typical and generally entails:

Project level negotiation,

Steering Committee review,

Non-binding mediation,

Litigation



Page 28

2.2 Design-Build Contract The execution version of the Design-Build Contract (DB Contract), dated December 5, 2011, is reviewed below.

This contract is between SKW Constructors, a Skanska/Kiewit/Weeks JV, as DB Contractor and Elizabeth River Crossings Opco LLC as Concessionaire.

The DB Contract is “back-to-back” with the CA to ensure the flow-through of design and construction obligations to the DB Contractor and is adjusted, as appropriate, to:

Replace references to the Concessionaire with the DB Contractor as appropriate, Remove those obligations under the CA that are retained by the Concessionaire, Include commercial terms between the DB Contractor and the Concessionaire that are not reflected in the CA, and Reflect time period and performance “buffers” (i.e., shortened time periods or lesser thresholds) reasonably required to enable the Concessionaire to comply with its obligations under the CA or to take remedial action in the event of a DB Contract default so as to prevent a Concessionaire default.

The DB Contract is a fixed-price, fixed-term agreement subject to change (under normal circumstances) only through the equivalent project relief provisions. This is a typical method of developing design-build construction contracts that Arup has seen implemented on similar P3 projects.

Furthermore, in Arup’s opinion:

The performance security is sized appropriately to cover construction risks in the contract. The LDs specified in the DB Contract are sized appropriately to cover Concessionaire lost toll revenues. To the extent the Concessionaire is obligated to pay LDs under the CA as a result of the failure of the DB Contractor to achieve Substantial Completion or Final Acceptance by the contractual dates, these are also appropriately passed down to the DB Contractor. The Liquidated Damages cap is sufficient to cover potential accrued LD’s through to the Long Stop Date. The Limit of Liability is adequate to cover any potential liability incurred as a result of the DB Contractor’s failure to perform. The parent companies of the DB Contractor have the financial strength to satisfy any liabilities incurred as a result of the guarantees.

Key technical terms of the DB Contract that are not “back-to-back” are outlined below.



Page 29

Table 4: DB Contract – Key Technical Terms Article DB Contract Comments

3: Basic Roles andResponsibilities

Except as otherwise expressly provided in DB Contract, all obligations of the Concessionaire under the CA with respect to the design, rehabilitation and construction of the Project shall be deemed included as part of the DB Contractor’s obligations Joint and Several Liability – Skanska USA Civil Southeast Inc., Kiewit Infrastructure Co. and Weeks Marine, Inc., as the members of the DB Contractor, are jointly and severally liable for the obligations of the DB Contractor under the DB Contract Pay if Paid – The DB Contractor is only entitled to compensation to the extent that the Concessionaire is able to recover same from the Department Equivalent Relief – The DB Contractor is only entitled to relief to the extent that the Concessionaire is granted the same relief under the CA Review Buffer – Where not specifically stated elsewhere in the DB Contract the Concessionaire will be entitled to a review period of 10 days wherein the Concessionaire will respond with comments in a 5-day period with an additional 5-day period to address the comments prior to submission to the Department.

7: Payment of Contract Sum; Financial Close; Lender Rights

Contract Sum – As consideration to the DB Contractor for the full and complete performance of the DB Work, the Concessionaire shall pay a firm, fixed-price, lump sum equal to $1,460,130,000,10 to be paid in installments as set forth in Section 7.02 of the DB Contract. This section also includes appropriate language with respect to Additional Work and Public Funds. Payment Schedule – No earlier than the 3rd and no later than the 5th Day of each month, the DB Contractor shall submit to the Concessionaire its request for payment consisting of (i) an invoice in the amount of the applicable Scheduled Payment; (ii) a certificate signed by the DB Contractor that the DB Contractor has performed the applicable elements of the DB Work required for such Scheduled Payment in accordance with the Payment and Values Schedule and attaching reasonable documentary evidence of the performance of the applicable elements of the DB Work sufficient for the Concessionaire and the Lenders’ Technical Advisor to reasonably determine that such performance has occurred; (iii) (A) an interim lien waiver from the DB Contractor in the form of Exhibit GG of the DB Contract including the certification required pursuant to Section 7.02(f) of the DB Contract as to the absence of liens and other claims or, (B) a bond meeting the requirements set forth in the DB Contract; (iv) the Monthly Progress Report for the immediately preceding month; (v) all cost details relating to such payment request as necessary for the Concessionaire to satisfy the requirements of the Lenders and the legal requirements of all Governmental Authorities; (vi) a certificate signed by the DB Contractor that the amounts requested are eligible for reimbursement from federal-aid funds pursuant to applicable Law; and (vii) all other certifications, affidavits and information required by Section 7.03. Payment will be subject to Maximum Cumulative Drawdown Schedule. The provisions for the monthly payment application including the conditions for payment are appropriate.

8: Design and Construction of the Project

Fixed Price, Turn Key – The DB Contractor will furnish or cause to be furnished all design, construction, commissioning, completion and other services, provide or cause to be provided all materials, equipment and labor to perform the DB Work all on a lump-sum, fixed-price, turnkey basis and

10 Provided that Financial Close occurs by March 31, 2012



Page 30

otherwise in accordance with the DB Contract, the CA, the Technical Requirements and Law Payment of Concessionaire’s Costs for Delay – The DB Contractor shall be liable to the Concessionaire for any Losses incurred by the Concessionaire in respect of the amounts that the Concessionaire is required pay to the Concessionaire’s Contractors affected by such failure or delay in issuance of the Design Work or various Construction Segment Notices to Proceed by the Department under the CA, to the extent that such failure or delay is caused by the failure of the DB Contractor. The Concessionaire is liable for same should the delay be caused by the Concessionaire’s Contractors. Concessionaire Approval – Concessionaire will respond to the DB Contractor within the time specified in the Schedule of Submittals or, if no time is specified, by the later of five (5) Days after the Concessionaire’s acknowledgement of receipt from the DB Contractor or, if applicable, five (5) Days prior to the date such item must be submitted to the Department. The Concessionaire is not required to approve design modifications that may adversely affect the Project’s life-cycle operation and maintenance configuration or health or safety matters. Substantial Completion – DB Contractor to provide lien and claim waiver in accordance with the terms in the DB Contract. At least 28 days (21 days in the CA) prior to the date when the DB Contractor anticipates achieving Substantial Completion of a given Project Asset, it shall deliver to the Concessionaire a notice thereof. Final Acceptance – Conditions precedent to Final Acceptance revised appropriately. At least 28 Days (21 days in the CA) prior to the date when DB Contractor anticipates achieving Final Acceptance of a given Project Asset, it shall deliver to the Concessionaire a notice thereof Warranty period – The Warranty Period for DB Work relating to any Project Asset will be effective for a period of one year beginning on the date on which the applicable Project Asset achieves Substantial Completion. The Warranty Period with respect any DB Work that is repaired or replaced during the original one-year Warranty Period shall be extended for an additional 12 months from the date of such repair or replacement. Non-Conforming Work – The DB Contract sets out the remedies available to the Concessionaire to correct:

Non-Conforming Work during the Warranty Period, and Latent Defects for a period of 60 months from Final Acceptance of each Project Asset. (Arup understands that 60 months is the applicable statutory period for Virginia.)

The warranty provisions are reasonable. General Provisions – DB Contract contains certain general provisions not contained in the CA that are appropriate and govern certain contractual matters between the Concessionaire and the DB Contractor including:

DB Contractor’s Personnel, Coordination with Concessionaire Contractors, Labor Relations, Employee Identification, Storage and Related matters, Utilities; Fuel, Spare Parts, Operating Manuals, Standard of Performance, Lenders’ Technical Advisor, and Concessionaire’s Right to Carry Out Work



Page 31

13: Delay Events

Notification Period – 23 days (30 days in CA) Liquidated Damages – A Delay Event shall not excuse the DB Contractor’s obligation to pay liquidated damages under the DB Contract that would have been payable had the Scheduled Substantial Completion Date not been extended, it being understood that relief from the obligation to pay such liquidated damages shall occur only if a Scheduled Substantial Completion Date or a Scheduled Final Acceptance Date is extended due to a Compensation Event or a Concessionaire-Caused Delay.

14: Compensation Events; Department Changes; Deviations; Scope Change Orders

Notification Period – 23 days (30 days in CA) Department Changes – Response Time contains appropriate buffers for the Concessionaire to review and process any change proposal. Concessionaire discretion to submit Deviations – DB Contractor may request the Concessionaire to approve any material proposed or actual change, deviation, modification, alteration or exception from any of the Technical Requirements (“Deviations”) by submitting a written change request, and the Concessionaire may in its sole discretion pass such change request for the Department’s consideration. Scope Change Orders Generally – DB Contract contains certain additional provisions, not in the CA, that govern the handling of Scope Change Orders between the Concessionaire and the DB Contractor including:

Scope Change initiated by the Concessionaire, Scope Change initiated by the DB Contractor, Scope Change due to Concessionaire-Caused Delays, Work Orders, Performance of Scope of Changes, Scope Changes due to DB Contractor Error, Maintenance of Scheduled Substantial Completion Dates, and Scope Change Order Dispute

17: Insurance; Performance Security

Owner Controlled Insurance Program – The Concessionaire will provide an Owner Controlled Insurance Program. Review of Insurance provisions in not within the scope of this report.Performance Security – The details of the performance security are reviewed in Section 3.9 of this report

19: Defaults and Remedies

Cure Period Buffers – Article 19 contains reduced cure periods than that contained the CA to allow Concessionaire opportunity to cure for the following events, among others:

DB Contractor fails to comply with, perform or observe any material obligation, covenant, agreement, term or condition in the DB Contract, and such failure continues without cure for a period of 30 Days (90 days in CA) following the date the Concessionaire delivers to the DB Contractor written notice thereof.DB Contractor closes all or part of a Project Asset to traffic, at any time following Tolling and O&M Work Commencement for such Project Asset, other than in connection with any Permitted Closure in accordance with the DB Rehabilitation Plan, and such closure continues without cure for a period of 8 days (10 days in the CA) following the date the Concessionaire delivers to the DB Contractor written notice thereof

Long Stop Date – 545 days after the Guaranteed Substantial Completion Date, as such date may be extended for Delay Events from time to time pursuant to the DB Contract (545 days in the CA) DB Contractor Defaults – Defaults under the CA are passed down to the DB Contractor as appropriate, and certain additional DB Contractor defaults are



Page 32

specified, including the following, among others:the DB Contractor repudiates the DB Contract or its obligations thereunder, or abandons any material part of the DB Work; the DB Contractor fails to diligently implement a recovery plan adopted pursuant to Section 8.07(f) of the DB Contract; the DB Contractor’s payment of amounts due the Concessionaire or any other Person under the DB Contract to which any Limitation of Liability applies (including with respect to liquidated damages) equals or exceeds such Limitation of Liability, or the DB Contractor so asserts in writing, except to the extent the DB Contractor irrevocably waives such Limitation of Liability, or agrees to an increase in such Limitation of Liability, in each case in a writing acceptable to the Concessionaire in its sole discretion; the DB Contractor fails to commence, within 10 Days of the issuance of any Notice to Proceed, performance of the DB Work that is the subject of such Notice to Proceed; and the Department terminates the CA as a result of the DB Contractor’s breach of its obligations under the DB Contract.

DB Contractor Remedies upon Concessionaire Default – Depending on the Concessionaire default the DB Contractor may either suspend work or terminate the DB Contract subject to the DB Direct Agreement and the Department’s rights under the CA.

20: Suspension; Termination

Concessionaire’s Right to Suspend the DB Work – The Concessionaire may elect to suspend completion of all or any part of the DB Work upon 10 Days’ prior written notice to the DB Contractor (or, in emergency situations, upon such prior notice as circumstances permit). This section outlines the remedies available to the DB Contractor should the Concessionaire suspend the work. Termination of the DB Contract – Article 20 of the DB Contract sets forth the rights and obligations of the Concessionaire and the DB Contractor under certain Termination Events including:

Termination for Concessionaire Default under the CA, Termination for a Significant Force Majeure Event, Termination for Failure to Achieve Financial Close, and Termination for Concessionaire Default

The termination provisions are in line with market precedence and reasonable from a technical perspective.

21: Dispute Resolution

The Parties will attempt to resolve any Disputes through good faith negotiations between designated representatives. If a Dispute cannot be resolved through negotiation, then the DB contract provides for dispute resolution through:

Binding arbitration (for disputes not to exceed $2,500,000), In accordance with Section 14.05 (i) of the DB Contract for disputes regarding Scope Change Orders, or Litigation

Overall the DB Contract has been finalized in the customary manner for P3 projects of this nature and reflects an appropriate pass though of the Concessionaire’s responsibilities under the CA to the DB Contractor, according to the parties’ agreed commercial terms and scope allocation.



Page 33

2.3 O&M Agreement ERC intends to self-perform the Project’s operations and maintenance (O&M) work during the Concession term, and as such, there is no O&M agreement with a third-party provider. Arup opines that appropriate staffing will be drawn from the ERC member companies with the requisite experience to conduct O&M activities of this complexity.

2.4 Tolling Contract The version of the Tolling Contract reviewed below is the final executed version dated December 5, 2011, between Federal Signal Technologies, LLC as Tolling Contractor and Elizabeth River Crossings Opco, LLC as Concessionaire.

The Tolling Contract is “back-to-back” with the CA to ensure the flow-through of the design, construction, testing and commissioning of the Tolling System along with certain operational obligations to the Tolling Contractor and adjusted, as appropriate, to:

Replace references to the Concessionaire with the Tolling Contractor, as appropriate, Remove those obligations under the CA that are retained by the Concessionaire, Include commercial terms between the Tolling Contractor and the Concessionaire that are not reflected in the CA, and Reflect time period and performance “buffers” (i.e., shortened time periods or lesser thresholds) reasonably required to enable the Concessionaire to comply with its obligations under the CA or to take remedial action in the event of a Tolling Contract default so as to prevent a Concessionaire default.

The Tolling Contract is a fixed-price, fixed-term agreement subject to change (under normal circumstances) only through the equivalent project relief provisions. This is a typical method of developing design-build tolling contracts that Arup has seen implemented on similar P3 projects.

In Arup’s opinion, the Tolling Contract includes customary provisions for P3 project of this nature and:

Reflects an appropriate pass through of the Concessionaire’s responsibilities under the CA to the Tolling Contractor, according to the parties’ agreed commercial terms and scope allocation, and Adequately addresses the Concessionaire’s and Tolling Contractor’s rights and responsibilities in regards to the design, construction, operation and maintenance of the Project’s tolling elements as further outlined in Section 6, Toll Systems, of this report.

The key technical terms of the Tolling Contract that are not “back-to-back” are outlined below.

Table 5: Tolling Contract – Key Technical Terms



Page 34

Article Tolling Contract Comments

3: Basic Roles andResponsibilities

Except as otherwise expressly provided in the Tolling Contract, all obligations of the Concessionaire under the CA with respect to the design, construction, completion, operation and maintenance of the Tolling System and toll collection shall be deemed included as part of the Tolling Contractor’s obligations and shall be fulfilled by the Tolling Contractor as part of the Tolling Services. Pay if Paid – In most circumstances, the Tolling Contractor is only entitled to compensation to the extent that the Concessionaire is able to recover same from the Department. Equivalent Relief – In most circumstances, the Tolling Contractor is only entitled to relief to the extent that the Concessionaire is granted the same relief under the CA.

7: Payment for Tolling Services;Financial Close; Lender Rights

Compensation for the TC Work – As consideration to the Tolling Contractor for the full and complete performance of the TC Work, the Concessionaire shall pay a firm, fixed-price, lump sum equal to $9,651,304, to be paid in installments as set forth in Section 7.02 of the Tolling Contract. Payment Schedule – No earlier than the third (3rd) Day and no later than the fifth (5th) Day of each month, the Tolling Contractor shall submit to the Concessionaire its request for payment consisting of (i) an invoice in the amount of the applicable Scheduled Payment; (ii) a certificate signed by the Tolling Contractor that the Tolling Contractor has achieved the specified Milestones required for such Scheduled Payment in accordance with the Payment and Values Schedule and attaching reasonable documentary evidence of the performance of the applicable elements of the TC Work sufficient for the Concessionaire and the Lenders’ Technical Advisor to reasonably determine that such performance has occurred; (iii) (A) an interim lien and claim waiver from the Tolling Contractor in the form of Exhibit KK of the Tolling Contract, including the certification required pursuant to Section 7.02(f) of the Tolling Contract or (B) a bond meeting the requirements set forth in Section 7.02(f) with respect to any lien not waived; and (iv) the Monthly Progress Report for the immediately preceding month. In Arup’s opinion The provisions for the monthly payment application including the conditions for payment are appropriate. Retainage – The Concessionaire may withhold from each Scheduled Payment ten percent (10%) of the amount of such Scheduled Payment as retainage. In general, 50% of the retainage is released within 30 days after achievement of the TC Final Acceptance of the last Existing Project Asset and the remaining 50% is released within 30 days after achievement of the TC Final Acceptance of the New MLK Extension. Compensation for the Tolling O&M Services – As consideration for the full and complete performance of the Tolling O&M Services, the Concessionaire shall pay a fixed annual base operating fee of $2,721,660 in equal monthly installments as set forth in Section 7.05 of the Tolling Contract (the “Annual Base Operating Costs”), plus (ii) the other components of the “Annual Base Operating Fee for O&M services” as set forth in Exhibit SS of the Tolling Contract. The Annual Base Operating Costs shall be adjusted quarterly as provided in Exhibit SS of the Tolling Contract based on (i) the trailing quarter's video transaction volumes relative to the baseline forecast and (ii) the cost of any adjustment to services that the Concessionaire may request. In addition to the payment of the Annual Base Operating Costs, the Concessionaire shall reimburse the Tolling Contractor for certain costs incurred by the Tolling Contractor during the performance of the Tolling O&M Services, including the postage and printing costs, the Department’s E-ZPass fee, E-ZPass credit card fee and video tolling credit card fee, as



Page 35

described in more detail on, and in the amount specified on, Exhibit SS of the Tolling Contract (the “Reimbursable Costs”). The Annual Operating Fee and the Reimbursable Costs are collectively referred to as the “Tolling O&M Fee.”

8: Design and Construction of the Tolling System

Fixed Price, Turn Key – The Tolling Contractor will furnish all design, construction, installation, commissioning, testing, completion and other services, provide all materials, equipment and labor to perform the TC Work reasonably inferable from the Tolling Contract, and perform the TC Work in accordance with the Tolling Contract and in such a manner that will satisfy in full the Concessionaire’s obligations with respect to that portion of the Work under the CA that is included in the TC Work all on a lump-sum, fixed-price, turnkey basis and otherwise in accordance with the Tolling Contract, the Requirements Traceability Matrix, the CA, the Technical Requirements and Law.Payment of Concessionaire’s Costs for Delay – The Tolling Contractor shall be liable to the Concessionaire for any Losses incurred by the Concessionaire in respect of the amounts that the Concessionaire is required pay to the Concessionaire Contractors affected by such failure or delay in issuance of the Limited Notices to Proceed by the Department under the CA to the extent that such failure or delay is caused by the failure of the Tolling Contractor. The Concessionaire is liable for same should the delay be caused by the Concessionaire’s Contractors. Concessionaire Approval – Concessionaire will respond to the tolling Contractor within the time specified in Exhibit II or, if no time is specified, within five (5) Days after the Concessionaire’s acknowledgement of receipt from the Tolling Contractor. TC Substantial Completion – The Tolling Contract sets out the conditions that must be satisfied prior to achieving TC Substantial Completion including demonstration that the Tolling System and the Back Office System have achieved the Guaranteed Minimum Performance Criteria under the Interim Performance Test. In Arup’s opinion, the conditions are appropriate. TC Final Acceptance – The conditions precedent to achieving TC Final Acceptance are appropriate in Arup’s opinion. Liquidated Damages – The Tolling Contractor will be responsible for Liquidated Damages for failure to achieve TC Substantial Completion by the Scheduled TC Substantial Completion Date with respect to the Existing Project Assets and the New MLK Extension as follows:

$12,500 as liquidated damages for each of the first (1st) through the seventh (7th) Days of the delay; $25,000 as liquidated damages for each of the eight (8th) through the fourteenth (14th) Days of the delay; $37,500 as liquidated damages for each of the fifteenth (15th) through the twenty-first (21st) Days; and $50,000 as liquidated damages for each Day from the twenty-second (22nd) Day of the delay until the Day on which TC Substantial Completion with respect to the applicable Project Asset is achieved;

There are no Liquidated Damages specified for failure to achieve TC Final Acceptance. Early Completion Bonus - The Concessionaire will pay to the Tolling Contractor a bonus for achieving TC Substantial Completion with respect to the Tolling System of each of the Existing Project Assets prior to the Scheduled TC Substantial Completion Dates for such Existing Project Assets; provided that the bonus will be paid only if the Tolling and O&M Work Commencement Date for all Existing Project Assets occurs prior to the



Page 36

applicable Scheduled Tolling and O&M Work Commencement Date for all of the Existing Project Assets; and provided, further, that such bonus will be withheld by the Concessionaire and paid to the Tolling Contractor upon TC Final Acceptance of the last of the Existing Project Assets to achieve TC Final Acceptance:

$12,500 for each of the first (1st) through the seventh (7th) Days by which TC Substantial Completion occurs prior to the applicable Scheduled TC Substantial Completion Date; $25,000 for each of the eight (8th) through the fourteenth (14th) Days by which TC Substantial Completion occurs prior to the applicable Scheduled TC Substantial Completion Date; $37,500 for each of the fifteenth (15th) through the twenty-first (21st) Days by which TC Substantial Completion occurs prior to the applicable Scheduled TC Substantial Completion Date; and $50,000 as bonus for each Day from the Day on which TC Substantial Completion with respect to the applicable Project Asset is achieved until the twenty second (22nd) Day by which TC Substantial Completion occurs prior to the applicable Scheduled TC Substantial Completion Date.

Warranties – The warranty period is: one year beginning on the date on which the applicable Project Asset achieves TC Substantial Completion (the “TC Work Warranty Period”), and 12 months following the provision of Tolling O&M Services (the “Tolling O&M Services Warranty Period”)

General Provisions – The Tolling Contract contains certain general provisions not contained in the CA that are appropriate and govern certain contractual matters between the Concessionaire and the Tolling Contractor including:

Tolling Contractor’s Personnel, Coordination with Concessionaire Contractors, Labor Relations, Employee Identification, Storage and Related Matters, Utilities; Fuel, Spare Parts, Operating Manuals, Standard of Performance, Lenders’ Technical Advisor, and Concessionaire’s Right to Carry Out Work

9: Project Management; Operations and Maintenance

Term – The Tolling Contractor agrees to fulfill the Concessionaire’s obligations under the CA on behalf of the Concessionaire to the extent included in the Tolling O&M Services for the period from the Tolling and O&M Work Commencement Date for each Project Asset until the fifth (5th) anniversary of the TC Substantial Completion Date of the last Project Asset to achieve TC Substantial Completion, unless terminated earlier in accordance with the Tolling Contract (the “Tolling O&M Period”). The Tolling O&M Period may be extended, in the Concessionaire’s sole discretion, for up to an additional two (2) years in one (1) year increments under the same terms as the initial Tolling O&M Period.

11: Non-Compliance Points System

The Tolling Contractor agrees that if the assessment of Non-Compliance Points by the Department is a result of, or is contributed to by, the failure of the Tolling Services to conform with the requirements of the Tolling Contract, then until the expiration of the TC Work Warranty Period or the



Page 37

Tolling O&M Services Warranty Period, as applicable, the Concessionaire may take into account the effect of the actual and potential assessment of Non-Compliance Points and may, among other things, require the Tolling Contractor to accelerate (at no cost to the Concessionaire) its correction and rectification of any deficient Tolling Services and Defects, or incur additional costs itself (including ordering acceleration of work by other contractors correcting or rectifying such deficient Tolling Services and Defects), which costs shall be reimbursed by the Tolling Contractor on demand, in each case subject to the Tolling Contractor’s rights to dispute the existence of deficient Tolling Services or Defects as provided in Section 8.11(b) of the Tolling Contract..

13: Delay Events

Notification Period – If the Tolling Contractor is affected by a Delay Event, it will give written notice to the Concessionaire within 23 Days [30 days in the CA] following the date on which the Tolling Contractor first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Delay Event. Liquidated Damages – A Delay Event shall not excuse the Tolling Contractor’s obligation to pay liquidated damages under the Tolling Contract that would have been payable had the Scheduled TC Substantial Completion Date not been extended, it being understood that relief from the obligation to pay such liquidated damages shall occur only if a Scheduled TC Substantial Completion Date or a Scheduled TC Final Acceptance Date is extended due to a Compensation Event or a Concessionaire-Caused Delay.

14: Compensation Events; Department Changes; Deviations; Scope Change Orders

Notification Period – If the Tolling Contractor is affected by a Compensation Event, it will give written notice to the Concessionaire within 23 Days [30 days in the CA] following the date on which the Tolling Contractor first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event. Concessionaire discretion to submit Deviations – Tolling Contractor may request the Concessionaire to approve any material proposed or actual change, deviation, modification, alteration or exception from any of the Technical Requirements (“Deviations”) by submitting a written change request, and the Concessionaire may in its sole discretion pass such change request for the Department’s consideration. Scope Change Orders Generally – The Tolling Contract contains certain additional provisions, not in the CA, that govern the handling of Scope Change Orders between the Concessionaire and the Tolling Contractor including:

Scope Change initiated by the Concessionaire, Scope Change initiated by the Tolling Contractor, Scope Change due to Concessionaire-Caused Delays, Work Orders, Performance of Scope of Changes, Scope Changes due to Tolling Contractor Error, Maintenance of Scheduled TC Substantial Completion Dates, and Scope Change Order Dispute

17: Insurance; Performance Security

Owner Controlled Insurance Program – The Concessionaire will provide an Owner Controlled Insurance Program during the construction phase of the Project. Review of Insurance provisions is not within the scope of this report.Guarantee – The Tolling Contractor shall cause the Guarantor, Federal Signal Corporation, to execute and deliver a guarantee in favor of the Concessionaire, as a security for all obligations of the Tolling Contractor under the Tolling Contract. The guarantee shall be limited to a total of



Page 38

$11,500,000, which shall be reduced by the following amounts upon the following events:

$2,000,000 upon posting of the Letter of Credit as outlined below, $8,500,000 upon posting of the payment and performance bonds as outlined below, $1,000,000 upon posting of the warranty bond as outlined below

Letter of Credit – The Tolling Contractor shall provide the Concessionaire with a Letter of Credit issued by a Qualified Issuer in an amount equal to $2,000,000. Upon achievement of TC Final Completion of the last of the Existing Project Assets to achieve TC Financial Completion, the amount of the Letter of Credit may be reduced to $1,500,000. The LOC will no longer be required upon expiration of the TC Work Warranty Period provided there are no outstanding claims. Surety Bonds – The Tolling Contractor may provide the Concessionaire with a performance bond and payment bond in forms acceptable to the Concessionaire each in an amount equal to $8,500,000, which exceeds the Stage 1 TC contract amount and is approximately 88% of the contract sum. Upon achievement of TC Final Completion the Tolling Contractor may provide a warranty bond in the amount of $1,000,000.

19: Defaults and Remedies

Cure Period Buffers – Article 19 contains appropriately reduced cure periods than those in the CA to allow Concessionaire opportunity to cure a Tolling Contractor Default prior to a default occurring under the CA. Long Stop Date – 545 Days after the TC Guaranteed Substantial Completion Date. Tolling Contractor Defaults – Defaults under the CA are passed down to the Tolling Contractor as appropriate and certain additional Tolling Contractor defaults are specified, including, among others, the following:

the Tolling Contractor repudiates the Tolling Contract or its obligations there under, or abandons any material part of the Tolling Services;the Tolling Contractor fails to diligently implement a recovery plan adopted pursuant to Section 8.07(f) of the Tolling Contract; the Tolling Contractor’s payment of amounts due the Concessionaire or any other Person under the Tolling Contract to which any Limitation of Liability applies (including with respect to liquidated damages) equals or exceeds such Limitation of Liability, or the Tolling Contractor so asserts in writing, except to the extent the Tolling Contractor irrevocably waives such Limitation of Liability, or agrees to an increase in such Limitation of Liability, in each case in a writing acceptable to the Concessionaire in its sole discretion; the Tolling Contractor fails to commence, within 10 Days of the issuance of any Notice to Proceed, performance of the TC Work that is the subject of such Notice to Proceed; and the Department terminates the CA as a result of the Tolling Contractor’s breach of its obligations under the Tolling Contract.

Tolling Contractor Remedies upon Concessionaire Default – Depending on the Concessionaire default the Tolling Contractor may either suspend work or terminate the Tolling Contract subject to the TC Direct Agreement and the Department’s rights under the CA. The Direct Agreement affords the Trustee certain notification and cure rights in the event of a Concessionaire Default. The provisions of the Direct Agreement are reasonable from a technical perspective.

20: Suspension; Termination

Concessionaire’s Right to Suspend the Tolling Services – The Concessionaire may elect to suspend completion of all or any part of the



Page 39

Tolling Services upon 10 Days’ prior written notice to the Tolling Contractor (or, in emergency situations, upon such prior notice as circumstances permit). This section outlines the remedies available to the Tolling Contractor should the Concessionaire suspend the Tolling Services. Termination of the Tolling Contract – Article 20 of the Tolling Contract sets forth the rights and obligations of the Concessionaire and the Tolling Contractor under certain Termination Events including:

Termination for Concessionaire Default under the CA, Termination for a Significant Force Majeure Event, Termination for Tolling Contractor Default, and Termination for Concessionaire Default

The termination provisions are in line with market precedence and reasonable from a technical perspective.

21: Dispute Resolution

The Parties will attempt to resolve any Disputes through good faith negotiations between designated representatives. If a Dispute cannot be resolved through negotiation, then the Tolling Contract provides for dispute resolution through:

binding arbitration (for disputes not to exceed $500,000, In accordance with Section 14.05 (i) of the Tolling Contract for disputes regarding Scope Change Orders, or Litigation

25: Miscellaneous

Limitation of Liability: The aggregate amount of liquidated damages for which the Tolling Contractor shall be liable under the Tolling Contract shall be an amount equal to thirty percent (30%) of the TC Work Contract Sum. The total liability of the Tolling Contractor in contract, tort, equity or otherwise (including negligence, warranty, indemnity, strict liability or otherwise) relative to or arising out of the Tolling Contract, including liquidated damages paid under the Tolling Contract, shall not exceed an amount equal to (A) with respect to the TC Work, $8,500,000 until the TC Final Acceptance has been achieved with respect to the last of the Existing Project Assets, at which point such amount shall be reduced to $1,500,000, and (B) with respect to the Tolling O&M Services, 100% of the Tolling O&M Fee actually paid in the year in which the event giving rise to the liability occurred.

Overall the Tolling Contract has been finalized in the customary manner for P3 projects of this nature and:

1. Reflects an appropriate pass though of the Concessionaire’s responsi-bilities under the CA to the Tolling Contractor, according to the parties’ agreed commercial terms and scope allocation, and

2. Adequately addresses the Concessionaire’s and Tolling Contractor’s rights and responsibilities in regards to the design, construction, operation and maintenance of the Project’s tolling elements as further outlined in Section 6, Toll Systems, of this report.

2.5 Interface Agreement The intent of the Interface Agreement is to guide the interaction between the Parties (ERC as the Concessionaire, SKW as the DB Contractor, and FST as the Tolling Contractor) for the successful completion of the Project. The Agreement



Page 40

specifies the division of responsibilities between the contractors and outlines the coordination of their respective scopes of work, jointly and in compliance with the CA.

This Interface Agreement is similar to other agreements we have seen and appropriately addresses coordination among the parties. The comments below summarize the key provisions of this agreement.

2.5.1 Article 1: Interpretation Sets out the defined terms as well as certain other typical provisions related to legal references and interpretation.

2.5.2 Article 2: General Principles and Coordination Committee

Establishes a Coordination Committee comprising one representative from each of the three parties. The section sets out the purpose, meetings, and operating procedures for the committee.

2.5.3 Article 3: Related Project Design and Scope Changes Defines the procedures for the DB Contractor’s and Tolling Contractor’s review of and comment on each other’s designs. In case of changes in one contractor’s scope which affect the other’s work, this section also specifies the process for evaluating and pricing these impacts.

2.5.4 Article 4: Construction Period Outlines the DB Contractor’s and Tolling Contractor’s rights and obligations during the construction period in respect to scheduling, general access rights, and achievement of Substantial Completion.

2.5.5 Article 6: Proprietary Work Products Addresses the obligation of each contractor to maintain confidentiality, as appropriate, of the other’s proprietary information to which it has access.

2.5.6 Article 7: Dispute Resolution Procedure Specifies any disputes between the parties are to be resolved according to the applicable contract, while still requiring performance of undisputed obligations.



Page 41

2.5.7 Article 8: Claims between DB Contractor and Tolling Contractor

Sets out and limits the circumstances under which the contractors may bring claims against each other, and the terms of indemnity in such cases.

2.5.8 Article 9: General Addresses certain other typical provisions involving termination, governing law, severability, and related topics.

2.6 Electronic Tolling Collection Agreement The Concessionaire has entered into an Electronic Toll Collection (ETC) Agreement with VDOT to permit the Concessionaire to purchase the necessary equipment to operate the Project’s toll and related facilities to be compatible with the E-Z pass ETC System and to provide for the provisions by VDOT of certain ETC services for the Concessionaire. The Agreement is similar in material respects to agreements in place on other facilities in Virginia and adequately addresses the obligations of the parties according to the agreed commercial terms. The scope allocation between the parties is well defined and reasonable.

2.7 Direct Agreements The Collateral Agent (or Trustee) will enter into Direct Agreements with each of VDOT, the DB Contractor and the Tolling Contractor to afford the Collateral Agent (or Trustee) certain notification and cure rights in the event of a Concessionaire Default. The provisions of each of the Direct Agreements are reasonable from a technical perspective and in line with similar provisions observed for other P3 arrangements in the US.



Page 42

3 Construction Cost and Schedule The DB Contract is a fixed price, lump sum contract for $1.46 billion, a price inclusive of contingency and escalation, and is valid through March 31, 2012. The price is subject to additional escalation should financial close occur after March 31, 2012.

Arup opines that the Initial Baseline Schedule, appropriately comprehensive for this stage of design with over 1800 activities, represents a reasonable approximation of how the DB contractor intends to perform the work. The schedule captures the key elements of work in a sufficient manner and with satisfactory detail to develop an accurate duration for the works corresponding to the estimate.

Under the terms of the CA, the Initial Baseline Schedule will be used as a basis for evaluating progress until such time as VDOT approves a Baseline Schedule.

The DB Contractor’s responsibility is to deliver Project assets within certain contractual time periods in order to achieve Substantial Completion for each asset. Arup opines that the contractual time periods contained in the DB Contract and CA are reasonable to allow the DB Contractor to achieve key milestone dates.

The DB Contractor has set aside an adequate contingency in the construction cost estimate to cover cost overruns. In Arup’s opinion, the contingency and profit set aside is sufficient to cover reasonably foreseeable cost overruns for a project of this size and complexity.

3.1 General Although the new Midtown Tunnel is the centerpiece of the Project, the construc-tion schedule and cost estimate also encompass major rehabilitation of the existing tunnels and construction of the MLK Freeway extension, as well as ancillary improvements at the interface of the new construction with existing facilities.

The work associated with the new tunnel constitutes the majority of the Project’s schedule and cost. The proposed construction approach uses the immersed-tube method, by which concrete segments are constructed off-site, floated into place, then submerged and connected in a shallow trench on the river bottom. These efforts represent approximately two thirds of the design-build contract’s direct costs.

Arup notes several factors favorably influencing the confidence of the construction cost estimate and schedule, including SKW’s high degree of access to third-party stakeholders, and the substantial amount of design engineering completed by the SKW to date as witnessed by VDOT’s approval of the 30% design plans.



Page 43

3.2 Qualitative Assessment of Construction Cost and Schedule

In Arup’s opinion, the SKW will encompass an adequately staffed construction organization as outlined in Section 9.2 of this report, and engaged several personnel within the team who have experience with both the techniques and the local areas’ practices and customs relating to the installation of the immersed tubes and other highway improvements to be built. The combined experience of the individual firms that comprise SKW is valuable and the continued participation of the experienced personnel engaged during the bid stage will likely have a positive impact on the Project’s execution.

The fact that several of the projects managers who are leading the estimate effort are well versed in the techniques to be utilized, provides some assurance that the estimate has included all of the correct configurations of equipment and that the production rates utilized are realistic and achievable.

The estimate has been approached in a logical and rational manner in an effort to mitigate the risk of under or over estimating the cost and time. Several independent estimates were produced by the individual firms that comprise SKW and by VDOT. In the broad view, SKW provided a completely developed and internally reconciled estimate with their forces and compared that with an estimate developed by VDOT. These estimates were produced in typical Joint Venture (JV) fashion with a JV bid book detailing agreed-to material, labor and equipment rates and basic approaches to the more challenging aspects of the work such as the immersed tube portion. The results of these two estimates were compared in a reconciliation process that reduced an initial 6% cost discrepancy to 2%, followed by an executive review to finalize the agreed price.

This effort was the culmination of a six-month period during which the project criteria and the 30% design drawings were developed based on the concept plans, followed by the actual estimate development period of approximately seven months.

This early involvement of a DB Contractor in a design-build mode is unique to the US. Normally the design is advanced to 30% prior to a Construction firm becoming involved in an intimate way. For this project, the planning had only been completed to a schematic, or conceptual, stage and from that point SKW and its designers advanced the design to 30%. In addition, SKW and its designers have had virtually unlimited access to third party stakeholders and other entities.

In Arup’s opinion, this ability to interface and coordinate the planning of the Project with stakeholders such as utility providers, railroads, property owners, and governmental authorities is significant in that it reduces the uncertainty that SKW might normally price into the Project. This approach also increases the understanding of the interface risk associated with direct stakeholders involved in the Project.

The estimate was logically arranged into four sections, or subprojects, for the purpose of breaking the project down into smaller discrete work efforts.



Page 44

The four are as follows:

Midtown Tunnel - Includes excavation (dredging) of the trench for the immersed tubes in the bottom of the Elizabeth River, placement of the tubes in the excavated trench, backfill on top of the tubes and the associated marine work at either side of the river where the tunnel tubes tie to the trench sections of the roadway; Sparrows Point - Includes pre-casting of the immersed tube sections at an existing dry dock, or graving dock) at Sparrows Point near Baltimore, Maryland.MLK Freeway Extension - The construction of the highway pavement, bridges, drainage etc. for the extension of the MLK Freeway for improved access to the tunnel. Tunnel Rehabilitation - The existing tunnel improvements/rehabilitation.

Each subproject has a separate estimate with an indirect cost component that captures the on-site oversight and support costs that are unique to each subproject. The summary of costs presented herein covers the entire project. Each estimate has additional divisions that are sufficient to capture the salient details within each.

Each firm prepared a separate estimate in its accustomed way, using the firm’s estimating software and techniques to quantify the work with a degree of accuracy commensurate with a 30% level of design development. The individual estimates were then reconciled and the reconciled estimate was conformed in the Heavy Construction Systems Specialists (HCSS) costing software, an industry standard. This averts simple mathematical errors and ensures an estimate that can be manipulated in an accurate manner from multiple users. The software allows a thorough peeling back of the constituent parts and, based on our review, Arup is satisfied with the quality of the estimate.

The estimates were used to derive the durations upon which the schedule is based. It is sufficiently comprehensive to develop a detailed schedule for planning and estimating coordination purposes.



Page 45

3.3 Quantitative Assessment of Construction Cost The final estimate’s direct and indirect costs are summarized in Table 6:

Table 6: Estimate Summary (Source: SKW and ERC)

Direct Costs $

Midtown Tunnel 435,728,056

Sparrows Point 114,236,381

Tunnel Rehabilitation 56,600,128

MLK Freeway Extension 129,501,164

Bonds & Tax 36,948,709

ROW 12,714,777

Insurance 33,896,382

Subtotal 819,625,597

Indirect Costs

Supervision / Indirects 109,721,579

Design & QA/QC 144,619,154

Contingencies & Escalation 244,907,842

Profit 141,255,828

Subtotal 640,504,403

Total Costs

Total 1,460,130,000

The level of risk in terms of construction execution, complexity, and exposure for each of the four subprojects—Midtown Tunnel, Sparrows Point casting operations, tunnel rehabilitation, and MLK extension—is generally proportional to its cost. Figure 4 indicates the relative relationship of the Project’s individual cost elements, in comparison to other large heavy civil works in the Americas. Overall, the individual elements fall within the expected ranges.



Page 46

Figure 4: Comparison of Midtown Tunnel Project Cost Components to Typical Ranges for Heavy Civil Projects (Source: Arup)

The notable features of the above comparison are the profit, which appears to be on the lower end of the comparison range, and the indirect costs (calculated as a percentage of direct costs), which are above the average for typical large heavy civil projects. Although this could cause concern in the normal competitive bid context, in this case the project has been essentially sole-sourced, with significant time spent in development of plans, specifications, and estimates in coordination with the Concessionaire and the ultimate owner, VDOT, and is therefore in Arup’s opinion adequate.

As reasonably expected, material costs are above the midpoint of the comparison range due to the large amount of materials required to construct tunnels of this type, and consequently the proportional cost of labor and equipment is lower.

The bid factor is another measure which may be used to judge a project’s profile in comparison to other projects of a similar size. The bid factor is determined by dividing the total price by the total direct costs. In this case the factor is 1.8, which is above average but is commensurate with the additional management and support costs typical of the P3 procurement approach, taking into account for instance higher indirect costs such as escalation and contingencies.

The pictures below highlight a few of the key features of immersed tube tunnel construction.

Labor Equipment Material Subs Indirects DesignEngineering Contingency Escalation Overhead&

ProfitTotalRiskMitigation

Low 6% 6% 15% 22% 8% 4% 0.5% 1% 11% 13%High 27% 35% 41% 72% 38% 10% 14% 5% 21% 40%Midtown 10% 11% 33% 46% 36% 7% 7% 3.4% 12% 23%

0%

10%

20%

30%

40%

50%

60%

70%

80%



Page 47

Photograph 1: Example of a graving dock and Immersed Tube Segment construction (source: ERC)

Photograph 2: Marine work similar to that proposed for the new Midtown Tunnel (source: ERC)



Page 48

3.4 RisksThe DB Contractor has set aside a contingency in the construction cost estimate to cover cost overruns. In Arup’s opinion, the contingency and profit set aside is sufficient to cover reasonably foreseeable cost overruns for a project of this size and complexity.

The contingency element of the budget is derived from SKW’s view of DB risks and has been priced into the estimate. A summary of the Project’s construction risks is found in Table 7 below (the design and construction risks have generally been passed down to the DB Contractor or Tolling Contractor, as appropriate):

Table 7: Summary Risk Matrix (source: ERC)

Risk Allocation

1. Permits & Approvals Shared

2. Geotechnical Conditions Shared

3. Site Conditions (excluding Geotechnical Conditions) Shared

4. Utilities Shared

5. Right of Way (ROW) Shared

6. SWAM and DBE Participation Shared

7. VDOT Design and Construction Approval Process VDOT

8. Construction Cost Escalation Shared

9. Structural Risk to Existing Facilities Shared

10. Mandatory Technological Improvements and Renewals Shared

11. Interference to Project Works due to work of others, by or on behalf of VDOT VDOT

One construction risk noted above is the potential structural risk to the existing adjacent Midtown Tunnel as a result of the new facility’s construction. SKW believes this to be adequately mitigated by the new tunnel’s alignment, which is routed as far away from the existing tunnel as is afforded by site and geometric constraints. Arup considers that this risk remains a possibility, although the probability of its occurrence is rather remote, as discussed further in our geotechnical review below.

Arup notes that other construction risks that can be considered normal for this type of marine work should be sufficiently covered by builders’ risk insurance and contingency; these are all priced within the estimated construction costs.

3.5 Cash Flow The project estimate as viewed from the standpoint of cash flow over time is depicted in Figure 5 below, as based on the SKW schedule of values dated November 21, 2011. This graph compares SKW’s proposed construction cash



Page 49

flow against an average cash flow aggregated from large (>$1 billion) heavy civil projects in the Americas. As can be seen, the proposed cash flow agrees closely with the shape of the average curve. Although this project’s percentage of the total cost allocated to mobilization and other initial payments is higher than for average heavy civil works, a significant portion of this variance is reasonably related to the recovery on this project of unreimbursed development costs, including design, means-and-methods studies, and estimating.

Throughout the timeline, the anticipated expenditure rate remains slightly higher than the average, particularly in the initial 2½ years (about 40%) of the project duration. Arup opines that much of this variance relates appropriately to the scheduling of higher-cost tunnel-construction activities in the earlier portion of the project, while lower-cost activities such as rehabilitation of the existing Midtown Tunnel are scheduled during the final 1½ years (about 25%) of the timeline.

To assure that payments to the DB Contractor are appropriately sized for the level of effort expended, Arup notes that, under the terms of the DB Contract, the Concessionaire, the DB Contractor and the LTA will monthly agree on the actual progress achieved as measured against the Payment and Values Schedule (Exhibit EE to the DB Contract).11

Figure 5: Comparative Cost Curves for Large Civil Projects (Source: Arup)

11 Other than the Scheduled Payment designated as a “Mobilization Payment” on the Payment and Values Schedule, which shall be payable at the time specified in the Payment and Values Schedule.

0%

20%

40%

60%

80%

100%

0% 20% 40% 60% 80% 100%

Percen

tage

ofTotalCost

Percentage of Total Project Duration Projects >$1B Midtown Tunnel



Page 50

3.6 Replacement Contractor Environment The large size and design-build nature of the Midtown Tunnel Project limits the pool of available contractors, since only well-qualified and financially-strong companies are able to compete for this type of work. While this provides a level of confidence that the Project will be successfully completed, it also reduces the number of available replacement contractors in the unlikely event it is necessary to terminate the original contractor. Potential contractors capable of stepping in to complete the full project scope include those who responded, along with Skanska, to VDOT’s original solicitation for expressions of interest in the Project in 2005, as listed in Table 8 below.

Table 8: Potential Replacement Contractors

Contractor Description

Jacobs Civil Involved in previous immersed-tube tunnel projects such as the Chesapeake Bay Bridge Tunnel, Monitor-Merrimac Memorial Bridge Tunnel, Fort McHenry Tunnel (Baltimore), and Ted Williams Tunnel (Boston).

VINCI Construction Has annual tunnel-related revenues averaging over $300 million, with global experience and wide range of multi-disciplinary teams

Additional replacement contractors include, but are not limited to, large international firms such as Bouygues and ACS/Dragados. As the Project progresses and the scope of the remaining work decreases, particularly for specialty items such as dredging and tunnel segment installation, the pool of available replacement contractors expands. For these specialty items, marine subcontractors such as Norfolk Dredging Company and Great Lakes Dredge & Dock Company would also be available to support these key elements of the construction scope.

Given the size, experience and financial strength of both Kiewit and Skanska, Arup considers it a remote risk that the DB Contractor would require replacement.

3.7 Project Schedule Arup reviewed the DB Contractor’s Initial Baseline Schedule (Exhibit B-1 to the CA). Under the terms of the CA, the Initial Baseline Schedule will be used as a basis for evaluating progress until such time as VDOT approves a Baseline Schedule.

The Initial Baseline Schedule is premised on a limited Notice to Proceed (NTP) in early January 2012. The schedule will be updated following Financial Close to align the planned progression of work with the actual NTP date. In Arup’s opinion, the current target for financial close will not impact the ability of the DB Contractor to meet the contractual milestones under the CA and DB contract.



Page 51

The total project duration is approximately eight years, which includes design, ROW acquisition, utility relocation, tunnel rehabilitation, and final documentation in addition to the core construction work. The schedule was provided both in PDF summary form and in native Primavera P6 format, which is the industry-standard scheduling software.

The schedule is divided into four sections:

New Midtown Tunnel Construction MLK Freeway Extension Downtown Tunnels Rehabilitation Existing Midtown Tunnel Rehabilitation

The overall project schedule runs from the commencement of Interim Agreement Phase 2 on July 1, 2010 through completion of final demobilization on September 21, 2018, for a total of 2,913 calendar days.

The tolling-system activities are detailed in a separate schedule prepared by tolling contractor FST, as referenced in Section 6.2.5 below.

3.7.1 Key Schedule Milestones Major milestones highlighted in the schedule are summarized in Table 9. Arup notes that these dates are based on a Financial Close date of December 31, 2011. Following Financial Close, the schedule will be revised accordingly, such that the contractual milestone dates are maintained. This is appropriate since the contractual obligations contained in the CA and DB Contract are tied to the actual financial close date.

Table 9: Initial Baseline Schedule – Key Dates

General Days after

FC

Financial Close FC

Substantial Completion / Safety Inspection – Tolling System 1,627

Final Project Completion 2,321

New Midtown Tunnel

Design Notice to Proceed 23

Construction Notice to Proceed 217

Fabricate First Set of Tunnel Segments – Float Out #1 802

Fabricate Second Set of Tunnel Segments – Float Out #2 1,133

Tunnel Interior Finishes Complete 1,630

Final Completion – New Midtown Tunnel 1,806



Page 52

MLK Freeway Extension

Notice to Proceed 749

Final Completion – MLK Freeway Extension 1,835

Downtown Tunnels Rehabilitation

Notice to Proceed 564

Final Completion – Existing Downtown Tunnels Rehab 1,666

Existing Midtown Tunnel Rehabilitation

Notice to Proceed 1,716

Final Completion – Existing Midtown Tunnel Rehab 2,321

3.7.2 Number of Activities The baseline project schedule is comprehensive with a total of 1,849 activities and represents a reasonable approximation of how the design-build contractor intends to perform the work. It captures the key elements of work in a sufficient manner and with satisfactory detail to estimate an accurate duration of the project that corresponds with the estimate. The allotment of activities to each individual section is presented in Table 10.

Table 10: Number of Activities

Work Area Activities

New Midtown Tunnel Construction 1053

MLK Freeway Extension 712

Downtown Tunnel Rehabilitation 48

Midtown Tunnel Rehabilitation 36

3.7.3 Calendars

New Midtown Tunnel The schedule for the new Midtown Tunnel predominantly uses a 10-hour work shift, 5 days a week. Select activities use a calendar with 10-hour work shifts, 7 days a week, including the following major activity groups:

VDOT Review and Approval Utility Relocation Tunnel Element Mockup and Fabrication Tunnel Support Buildings



Page 53

ROW Acquisition Dredging and Marine Backfill

MLK Freeway Extension The MLK Freeway Extension schedule predominantly uses a 10-hour work shift, 5 days a week, except for ROW Acquisition, Utility Relocation, and Pile Length Approval/Procurement activities, which are on a 7-day calendar. Additionally a Hurricane schedule, which has no work carried out during hurricane season (July through October), is used for the N&P Belt Line Railroad Widening.

Downtown Tunnels Rehabilitation For the rehabilitation of the Downtown Tunnels, two different calendars are used. Preliminary activities are scheduled using a 10-hour workday, with 5 days per week and no work on major holidays. The activities below utilize a specialized closure schedule, as these activities cannot be completed while the tunnel is in operation. This closure schedule uses a single 10-hour shift on both Saturdays and Sundays.

Suspended Ceiling Removal Civil/Structural Rehab (Upper Air Duct) Install Promat Fire Protection Electrical/ITS Work Install & Test Jet Fans

Existing Midtown Tunnel Rehabilitation The same two schedules used for the Downtown Tunnels are utilized for the existing Midtown Tunnel rehabilitation. The activities which require closing the operating tunnel on the weekend closure schedule are the same as those for the Downtown Tunnels.

3.7.4 Critical Path Each of the schedule’s four sections (New Midtown Tunnel, MLK Extension, Downtown Tunnels Rehabilitation, Midtown Tunnel Rehabilitation) contains its own critical sub-path. The main critical path for the overall project runs primarily through New Midtown Tunnel activities, as we would expect. This path includes design and installation of a 36” waterline replacement bored under the Elizabeth River, timber piles at the Portsmouth side of the river, screeding the gravel bed, placing tube segments, closure pours and seals, finish work inside the tunnel, and fan/floodgate testing.

A major sub-critical path for the project also runs through the Norfolk-side cut-and-cover tunnel section and tunnel-support building. Its significance is linked to



Page 54

the early-2016 requirement to furnish power from this completed building to the new tunnel prior to commissioning. Also sub-critical are the tunnel’s tube-fabrication activities in late 2012/early 2013, a period during which the 36” waterline replacement is on the primary critical path.

The critical path will likely change as the design is further developed past its current 30% level, which is normal for this type of project. In our opinion, the current critical path and any of the above sub-critical paths would present reasonable sequences of work for completing this project.

The critical waterline replacement, whose design, procurement, and installation activities span 14 months from January 2012 to March 2013, is currently scheduled for completion 2½ months prior to a summer period during which a waterline shutdown for the final tie-in is not permitted. When the schedule is updated following financial close, this work will be shifted later to follow the financial-close date and, under the current schedule logic, could extend into this restricted summer period. Nevertheless, SKW has developed several mitigation strategies for this possibility, and we consider these approaches adequate to prevent the waterline work from impacting the overall project schedule. In Addition, Arup notes that permits for the waterline work have been secured.

Should SKW encounter delays for other work, the above activity calendars permit several recovery strategies to be employed, including acceleration by means of weekend work (for activities currently on a five-day calendar), overtime, use of additional crews, and/or multiple shifts (since most activities are currently slated for a single ten-hour shift per workday).

3.8 Use of Subcontractors Major subcontractors are expected to be procured and contracted with after commercial close. SKW will self-perform the majority of the Contract work, as expected, with subcontracts estimated to amount to slightly more than a third of the direct project cost. With SKW’s lead partner Skanska USA Civil Southeast being local to the Hampton Roads area, SKW has close familiarity with available subcontractors for many of the items and will seek to negotiate fixed prices for the work. Major items of work to be subcontracted include the following:

Utility relocation (partial) Electrical work and ITS Reinforcing steel Asphalt paving Dredging and material disposal Diver service

Arup opines that while qualified subcontractors are readily available to perform the anticipated subcontract work, the pool of qualified disadvantaged business enterprises (DBE) and small, woman-owned, and minority (SWaM) businesses is limited. SKW’s subcontracting plan will be expected to meet VDOT’s quotas for



Page 55

engaging DBE and SWaM businesses, or to evidence a good-faith effort toward these goals. The CA establishes a “goal of 12% for DBE participation and 23% for SWaM participation, such percentages totaling an aggregate goal of 35% of the DBE/SWaM Design-Build Contract Value.” Exhibit A to the CA establishes this value as $880 million, rather than the full design-build contract value. To meet the corresponding target of around $310 million, SKW will need to focus concentrated effort on locating sufficient qualified DBE and SWaM subcontractors, particularly at competitive prices. Arup notes that SKW is required to make a documented good faith effort and, provided the documented effort is satisfactory to VDOT, there is no penalty for not meeting the goal.

For the O&M phase of the Project, the CA sets the Concessionaire’s goals for SWaM and DBE participation at 25% and 15%, respectively.

3.9 DB Security Package Analysis The DB Contractor’s security package, as laid out in Article 17 and 25 of the DB Contract, includes the following components:

Guarantees, Letter(s) of Credit as described below, Limit of Liability set at 45% of Contract Sum12

3.9.1 GuaranteesThe DB Contractor has provided, on the date of signing of the Design Build Contract, separate guarantees from Skanska AB and Kiewit Infrastructure Group Inc., the parent companies of two of the joint venture members of the DB Contractor, each guaranteeing all of the DB Contractor’s obligations under the DB Contract.

Arup notes that obligations will be joint and several and that both Kiewit’s and Skanska’s parent companies are large international corporations that are leaders in their respective fields and, in Arup’s opinion, have the financial strength to satisfy any liabilities incurred as a result of the guarantees.

3.9.2 Letter(s) of Credit The DB Contractor shall provide the Concessionaire with one or more Letters of Credit (LC) in the form of Exhibit G of the DB Contract issued by a Qualified Issuer in an amount equal to 6% of the Contract Sum as additional security for the DB Contractor’s performance.

Exhibit I of the DB Contract sets forth the Liquidated Damages, which is summarized in the table below:

12 10% of the Contract Sum for Liquidated Damages



Page 56

Table 11: Liquidated Damages (source: DB Contract Exhibit I)

Related to Substantial Completion

Trigger Amount (per day)

Late completion of rehabilitation of existing Midtown Tunnel

$7,000 if VDOT charges Concessionaire for delay

Late completion of rehabilitation of existing Downtown Tunnels


Late completion of new Midtown Tunnel $27,893 (+ $21,000 additional if VDOT charges Concessionaire for delay)

Late completion of MLK extension $17,329 (+ $11,500 additional if VDOT charges Concessionaire for delay)

Related to Final Acceptance

Trigger Amount (per day)

Late acceptance of rehabilitation of existing Midtown Tunnel


Late acceptance of rehabilitation of existing Downtown Tunnels


Late acceptance of new Midtown Tunnel $8,500 if VDOT charges Concessionaire for delay

Late acceptance of MLK extension $5,000 if VDOT charges Concessionaire for delay

Related to Closures of Existing Project Assets

Trigger Amount (per hour1 )

Single-lane closure of existing Downtown Tunnels $188 WB, $146 EB (weeknight)

$379 WB, $291 EB (weekend day)

$141 WB, $116 EB (weekend night)

$822 (weekday)

All-lane closure of existing Downtown Tunnels $833 WB, $894 EB (weeknight)

$1,746 WB, $1,822 EB (weekend day)


$3,619 (weekday)

Single-lane closure of existing Midtown Tunnel $3 (weeknight)

$16 (weekend day)

$6 (weekend night)

$194 (weekday)

All-lane closure of existing Midtown Tunnel $2 (weeknight)

$10 (weekend day)

$4 (weekend night)

$457 (weekday)



Page 57

Related to Closures of Existing Project Assets for Correction of Non-Conforming Work

Trigger Amount (per hour1 )

Single-lane closure of existing Downtown Tunnels $253 WB, $196 EB (weeknight)

$509 WB, $391 EB (weekend day)


$1163 (weekday)

All-lane closure of existing Downtown Tunnels $1,119 WB, $1,201 EB (weeknight)

$2,345 WB, $2,448 EB (weekend day)


$5,119 (weekday)

Single-lane closure of existing Midtown Tunnel $4 (weeknight)

$21 (weekend day)

$8 (weekend night)

$275 (weekday)

All-lane closure of existing Midtown Tunnel $2 (weeknight)

$13 (weekend day)

$5 (weekend night)

$647 (weekday) 1 Measured in 15 minute intervals

Based on the Liquidated Damages specified in Exhibit DD 1-4 of the DB Contract, the proposed cap is sufficient to cover potential accrued LD’s to the Long Stop Date.

Arup notes that the LD’s arising from full or partial closures of the existing project assets are intended to cover lost revenue resulting from closures to the Existing Downtown and Midtown Tunnels. Based on the nature of the work being performed in the existing tunnels, Arup considers it highly unlikely these LD’s would be sustained for an extended period of time and as such would not contribute to a significant degree to the calculation of the LD cap. Under a conservative assessment of potential LD’s resulting from extended closures of the existing assets it would be less than 1% of the Contract Sum.

Upon achievement of Substantial Completion for the last Project Asset to achieve this milestone, the DB Contractor may reduce the aggregate amount of the LC in favor of the Concessionaire to an amount equal to the sum of (A) 1% of the Contract Sum as of the date of such Substantial Completion plus (B) 150% of the projected cost to achieve Final Completion, including the cost to complete the punchlist items, as reasonably estimated by the Concessionaire. Upon achievement of Final Completion, the DB Contractor may further reduce the aggregate amount of the LC to an amount equal to 1% of the Contract Sum. The LC shall remain in effect until the end of the Warranty Period. The stepped down LC amount is in the lower end of the range we would expect but is considered adequate to cover reasonably foreseeable Concessionaire damages from defects during the warranty period.



Page 58

3.9.3 Limit of Liability The following analysis provides a cost-to-complete quantum for a reasonable “worst-case” scenario for the project. Arup emphasizes that the scenario is based on an event that, while technically feasible, is highly unlikely to occur.

Arup considered a number of potential “worst case” scenarios and the one that yielded the highest gross liability was a joint failure of existing Midtown Tunnel and subsequent delay to the construction of the new Midtown Tunnel.

The scenarios evaluated are shown in Table 12 below.

Table 12: Potential Worst-Case Scenarios

# Scenario Description Liability as % of Contract Price

1 Inundation of graving dock

At the end of the second segment-casting round, the gates of graving dock fail, flooding the casting yard and causing significant damage.

<10%

2 Joint failure of existing Midtown Tunnel

Existing Midtown Tunnel experiences movement triggering a joint failure and tunnel inundation. Movement may have been triggered by an environmental condition, but is exacerbated by dredging for the adjacent new Midtown Tunnel and general wear in the 50 year old structure.

16%

3 Bulkhead failure of tunnel segment

Tunnel segment experiences bulkhead failure during towing from graving dock to Project location. Segment is damaged and a new segment must be cast, requiring a third casting round.

<5%

4 Damage from extreme weather event(s)

Category 3-5 hurricane strikes the Project Site. Winds and storm surge results in damage to temporary structures and flooding of excavations.

Not Significant

5 Failure of support of excavation (SOE) at tunnel approach

Failure of sheet-pile walls or supports at one of the tunnel “cut-and-cover” sections, flooding work area and damaging work in progress.

Not Significant

6 MLK girder collapse Main steel girder collapses over railroad yard during erection, damaging track and suspending railroad operations. Girder is not salvageable and new girder must be fabricated and delivered to site.

Not Significant



Page 59

Scenario 2: Failure of Existing Tunnel – QualitativeOne potential area of vulnerability is the stability of the current Midtown Tunnel during the construction period. With the existing tunnel having opened to traffic in 1962, it will be 50 years old when construction of the new tube starts. There is a limited body of knowledge as to the aging characteristics of tunnels of this type and age. In addition, the amount and type of detailed inspection that can be readily performed is limited due to the location of the tunnel.

For an initial indication of the tunnel’s condition, Arup reviewed the final draft report “Midtown Tunnel Existing Facilities Condition Assessment for Tunnel Structural and Building Facilities,” prepared by Parsons Brinckerhoff for ERC in December 2010. Since the inspection underlying this report focused primarily on the tunnel’s roadway and upper/lower air ducts, limited insight is available as to the tunnel’s structural condition, though some information was provided from the inspection of the lower air duct. Concrete core samples were taken from the concrete sheathing inside the tunnel’s structural-steel tube, and their strength was generally found to be good, though the current thickness of the steel shell could not be conclusively determined.

Given the uncertain nature of the tunnel’s structural condition, it is impossible to conclusively determine the tunnel’s actual ability to resist stresses from external sources. Construction of the new facility may impose some stresses on the existing facility, though SKW’s design has prudently sought to minimize this impact by routing the new tunnel’s alignment on a curved path away from the existing tunnel (reference Figure 9)13 and by employing a cautious approach designing the support of excavation (SOE) for the new tunnel’s underwater dredged trench. A detailed tunnel instrumentation and monitoring plan for the existing tunnel has also been designed to provide early indication of any excessive gradual stresses.

13 Arup notes that the Downtown Tunnel was successfully twinned without employing the additional safety measure provided by the proposed horizontal curve.



Page 60

Figure 6: Plan View of New Tunnel (source: Midtown Tunnel Structural Drawings, PB)

Figure 7: Dredged trench adjacent to existing tunnel (source: Midtown Tunnel Plans, PB)

While the mitigating measures that SKW has committed to undertake make this scenario highly unlikely, it cannot be entirely ruled out, particularly if an external stress, such as that occurring from a sunken vessel or seismic activity were to contribute to a sudden and rapid soil displacement while the construction trench was open, resulting in a structural failure of the existing Midtown Tunnel and initiating a crack or breach in the tunnel envelope which causes substantial leakage, overwhelming the pump system and flooding the tunnel under live traffic. Since the CA provides protection in case of certain conditions which could lead to this outcome, Arup considers the above scenario, while theoretically possible, as highly unlikely. But under the worst-case scenario, construction operations on the new Midtown Tunnel could be shut down for up to 12 months during repair of the existing facility, and the contractor would be terminated due to a loss of confidence by VDOT and the concessionaire, requiring a replacement contractor to be secured at a premium.



Page 61

Scenario 2: Failure of Existing Tunnel – Quantitative The calculated gross liability for this scenario, based on conservative estimates of the damage, delay and rehabilitation costs associated with the event is in the range of 16% to 18% of the Contract Price (at the 50th and 90th percentile confidence intervals, respectively). This represents Arup’s assessment of the “worst of the worst” scenario for the construction, among multiple scenarios considered.

Figure 8: Monte Carlo Simulation Results – Joint Failure Existing MTT

Table 13 below presents the assumptions and input data used to calculate the aggregate liability based on the following assumptions:

Contractor is terminated for cause at a point in the schedule that is appropriate for the scenario evaluated and results in a high liability, Remaining Construction Cost is based on Contractor’s cash flow and assumes the Contractor experienced delays that reduced the amount drawn, Contractor carries positive cash flow relative to work completed, Replacement premium in the range of 20% - 30% due to the specialized construction technique and limited pool of suitable replacement contractors as well as the limited time to select and negotiate a new contract with the replacement contractor, Added costs incurred by the Concessionaire as a result of the Contractor’s termination, Liquidated Damages are accrued due to late completion

50.0% 40.0% 10.0%

16.31% 18.63%

0.0

0.2

0.4

0.6

0.8

1.0

As percent of Contract Sum

As percent of Contract Sum

Minimum 12.16%Maximum 21.27%Mean 16.32%Std Dev 1.70%Values 10000



Page 62

Table 13: Worst Case Limit of Liability Calculation

Based on the above analysis, a limit of liability of 45% as set forth in Section 25.09 of the DB Contract is, in Arup’s opinion, adequate to cover any potential liability incurred as a result of the DB Contractor’s failure to perform.

Liability Cap AnalysisWorst case scenario: Movement and Joint Failure on Existing Midtown TunnelAssumptions: Existing Midtown Tunnel experiences movement. Movement may have been triggered by environmental condition, butis exasperated by dredging for adjacent new Midtown Tunnel. Movement in existing tunnel causes a joint failure and inundation oftunnel. Joint failure may be the result of a latent defect coupled with corrosion in the 50 year old structure.Assume 6 months to fix joint and repair tunnel to the satisfaction of the Department. During this time construction on new tunnel ishalted. In addition, there are added costs associated with the restart on the new tunnel and strengthening of existing tunnel.

ITEM Cost Notes1 Total Construction Cost remaining 595,619,462$ Amount undrawn (assume 3 6months behind prior to term.)2 Add back positive contractors cash flow 26,430,000$ Assume 1 month average draw3

4 Costs to replace Prime Contractor 119,123,892$ Replacement premium (20% 30%)5 Additional Mobilization 11,912,389$ Assume 2 4% additional mobilization6 Additional Cost for Design/ Construction Upgrades 38,000,000$7 SUBTOTAL COST TO COMPLETE 791,085,744$8 Remedial Costs 23,000,000$ Remediate Defective Work9 Additional Department Oversight Costs 5,000,000$ Legal fees plus added oversight for Department10 Additional SPV Costs 5,000,000$ Legal fees plus added oversight and SPV direct costs11 GROSS COST TO COMPLETE 824,085,744$12 Less funds remaining in the project (construction) 595,619,462$

Less Insurance Proceeds13 NET COST TO COMPLETE 228,466,282$14 Liquidated Damages (Department + SPV) 7,333,950$ Assume 4 to 6 month delay in new MTT substantial Completion15 1,008,000$ Assume 4 to 12 week total closure of existing MTT16 TOTAL ESTIMATED LIABILITY UNDER THE DB CONTRACT 236,808,232$17 As percent of Contract Sum (50% Confidence) 16%

Color coding:

Hard InputProbability functionStochastic Output



Page 63

4 Design Review

4.1 IntroductionThis section evaluates key Project design features including geotechnical considerations; tunnel constructability, structure and systems; the MLK Freeway extension; and other facets. These items constitute the major cost elements for the physical components of the Project, both at the construction stage and throughout the life of the Project. We have therefore reviewed and commented in sections below on the overall design approach and departures from standard for the design of these items.

While some design issues fall almost entirely within the construction project, such as the geometric design of the road layout, other issues such as pavement design will affect both construction and maintenance costs.

Our review is based upon the 30% Design-Build Submittal drawings that form the basis of the DB Contractor’s bid.

4.2 Geotechnical Basis for Design The geotechnical evaluation and design for this work are critical to the Project’s success, and Arup opines that the DB team has conducted a sufficient amount of geotechnical investigations to adequately inform the preliminary design and the construction cost estimate and schedule. The details of Arup’s review are provided below

4.2.1 Permanent and Temporary Works The 30% design drawings for the Midtown Tunnel Project (packaged for review as filename MTT_Pricing_Set_Rev2-2011-0317.pdf) show the permanent works only. Although Arup did not review the drawings and design narratives for the temporary works, including SKW’s support of excavation (SOE) drawings, we were provided with copies of peer reviews by Mueser Rutledge Consulting Engineering (MRCE; dated April 8, 2011 and April 12, 2011) prepared for SKW. The MRCE reports reviewed the preliminary design of the support of excavation for the immersed tunnel section, cut-and-cover section and boat section. The MRCE peer review reports concluded that the reviewed design is “generally satisfactory for bid/pricing purposes,” albeit subject to further refinements of the type and nature that would reasonably be expected to be undertaken during the course of the next stages of engineering design process. MRCE made certain recommendations that, according to SKW, have been incorporated into the design that the estimate is based on. Based on MRCE’s assessment, which included an independent analysis of all design sections, Arup is satisfied with the level of design development conducted for the SOE conclusions.



Page 64

4.2.2 Ground Investigation The following geotechnical ground investigation (GI) factual data report for the MTT project area has been made available to Arup as part of this study:

Fugro (2008) “Proposed Midtown Second Parallel Tunnel” (in 7 volumes) prepared for VDOT by Fugro Atlantic, November 2008, Fugro Project No. 3602.001

The Fugro report is well-presented, and its scope appears adequate for a ground investigation intended to support a tender level design for this stage in the Project. The Designer, has clarified that for the new MTT, only a few additional borings are needed near the Portsmouth shoreline to fill in data on the soft soils in this location. The Designer has enough information to start the final design, and will incorporate the results of the additional borings as they become available. The additional bore data is scheduled to be available prior to the submission of the 60% design. Arup notes that the phasing of ground investigation borehole studies, that is staged commissioning of boreholes as the engineering design develops, is widely accepted to be good practice. The comments by the Designer that there will be further ground investigation in subsequent design stages indicates that a commonplace and reasonable approach has been adopted in relation to the ground investigation.

In addition, the following design report has been provided and reviewed:

“Draft Preliminary Geotechnical Engineering Report Midtown Tunnel” (February 2011; PB Americas Inc.)

The Fugro report notes the relative weakness of the infill material in comparison with the “natural,” undisturbed soils. The response and behavior of the existing tunnel in relation to any changes (such as ground movements) that may be caused by construction of the new tunnel will be dependent on the infill material that surrounds the existing tunnel, including its physical properties and geometry/ extent. The Designer has clarified that sufficient information is available from the current boring program to characterize the soils surrounding the existing tunnel, and have used that information to develop soil properties used in the dredge slope stability as well as tunnel movement analysis. No additional data gathering is currently planned for the material surrounding the existing Midtown Tunnel.

The PB report notes that the Yorktown Formation “is known to exhibit a loss of strength during the Standard Penetration Test (SPT) test which can result in significant underestimation of strength for consolidated drained loading conditions” (Section 4.5), primarily due to local disturbance/increased pore pressures while collecting samples. SKW’s geotechnical engineers acknowledge having taken this temporary loss of strength into account and in fact plan to exploit it when driving piles into the formation, since local experience indicates the Yorktown exhibits “setup” or “freeze” on the order of 100% or more just a few days after initial drive.



Page 65

4.2.3 Dredge Slope VDOT’s “Technical Requirements Exhibit I” (revised 29 March 2011) Section 1.4.2 Slope Design requires that “Cut and fill slopes shall be no steeper than 2H: 1V, unless supported by an engineering analysis based on site-specific field investigation and/or site-specific laboratory strength testing …”

Chapter 7 of the PB report presents the preliminary design of the side slopes of the dredged zone for the proposed new tunnel. The slope gradients in the preliminary design vary from top to bottom as follows: 4H:1V near the river bed; 3H:1V at the mid-slope, in alluvial soils; and then 2.5H:1V in the Tabb and Yorktown formations, near the ITT dredge level (source: Figure 7.2 of the draft PB report). The preliminary design slopes are thus considerably shallower than those permitted by VDOT, indicating a conservative design.

Table 1.4 in the VDOT document sets out minimum factors of safety for cut or fill slopes. These are 1.5 (for critical slopes) and 1.3 (for non-critical slopes), but only in cases where in-situ and laboratory test data are available. It is assumed that these FoS relate to permanent cut slopes and not temporary cut slopes. From Table 1.4, the use of in-situ and laboratory test data is a prerequisite for the design of any slope deemed critical. In the absence of test data, a minimum FoS of 1.5 is permitted for non-critical slopes.

From the PB report, the majority of the calculated factors of safety for these slopes are greater than 1.5 (typically with FoS in the range 1.8 to 2.1 and with some at FoS 2.5). A small number of the slope stability analyses presented in the PB report show FoS values of less than 1.5; specifically, FoS values of ~1.1 are predicted for some localized, shallow, sloughing-type mechanisms in the upper-most layer of the river bed, near the crest of the slope. To mitigate sloughing in the shallow beds, the preliminary design presented in the draft PB report includes a 10’ benching on each side of the dredge zone. This equates to a widening by 20’ of the upper 8’ to 10’ thickness of the dredge zone along the tunnel length.

Overall, and despite the FoS <1.5 local sloughing features, the preliminary slope design geometry presented in the PB report can be considered to be conservative relative to the VDOT Exhibit I criteria.

Chapter 7 of the PB report considers slope stability only. Wider project implications of the design/selection of the gradient of the dredge zone side slopes are not discussed. Project cost, project program, and project risk items that are inherently linked to the design/selection of the gradient for the dredge zone side slopes include the following:

Impact on the existing tunnel: The effects of a wide dredge zone that encroaches closer to the existing tunnel than would a more steeply-sided dredge zone are not considered in the reviewed documents, including the effects of a possible asymmetric reduction in the passive soil resistance at the existing tunnel, and possibly lateral stress relief. Factors which influenced the chosen dredge-zone design included local experience of dredging companies and other design considerations such as reducing “maintenance cleaning” of the dredged bottom. Although a steeper temporary cut slope would provide



Page 66

greater lateral restraint to the existing tunnel, detailed condition surveys of the existing facility, along with an extensive monitoring and instrumentation plan, furnish alternate mitigants for protecting the tube. Steepening of the dredge slopes could be studied during the final phase with addition subsurface information. Arup considers SKW and the Designers current approach adequate for this stage in the Project. Non-contaminated dredge spoil volumes for disposal: The adoption of shallow side slopes increases the volume of dredge spoil generated for excavation and disposal, relative to a more steeply-sided dredge zone. The excavation works are to take place in a busy river, while the disposal of the dredged material is many miles into the Atlantic Ocean. Nevertheless, the costs of this disposal are accounted for in the current design-build contract price, such that the current approach is conservative. Contaminated dredge spoil volumes for disposal: The material that is most likely to be classified as contaminated, and therefore requiring special disposal, lies in the upper few feet of the river bed. Hence narrowing the width of the dredge zone corridor, by steepening the side slopes, would reduce the volume of that spoil for excavation and disposal. As noted above, excavation works are to take place in and around a busy river, while disposal of the contaminated material is many miles to land-based disposal sites. Such disposal of known contaminants is accounted for in the bid price, though, and the CA offers compensation for remedial actions necessary for unknown pre-existing hazardous substances.

4.2.4 Flood Levels Flooding of the Elizabeth River during construction is a low likelihood / moderate impact risk event. For the MTT temporary works at the river, the SKW project team noted that the Norfolk-side SOE, with a protection height to Elevation 6.0’, has the greater risk of flooding with an occurrence period of 10+ years; and that ten-year occurrence periods are commonly accepted for temporary works. The Portsmouth-side SOE, with protection height to elevation 10.0’, has a flood occurrence period in excess of 500 years.

While flooding of the Norfolk-side SOE would likely be a high impact event for this particular segment of work, due to the size and duration of the full Project, the overall impact is less and any resultant damages would be less than the construction risk contingency carried by SKW. In addition, we would expect damages to be recoverable under the required insurance policies and depending on the event, may be covered under the force-majeure provision of the CA.14

In Arup’s opinion, the probable delay resulting from this event would likely be limited to 1 to 2 weeks once the flood waters recede and a single event is unlikely to have a material impact on the overall Project schedule.

14 See Section 2 for the definition of a Force Majeure Event.



Page 67

4.2.5 Effects on Existing Tunnel The document “Draft Preliminary Instrumentation & Monitoring Report – Midtown Tunnel,” Appendix F, Reference D 01040301, 03 (dated April 2011; prepared by PB Americas Inc.) includes a summary of some analytical studies of predicted movements of the existing tunnel. These analyses consider a range of possible thicknesses/conditions of the lining in the existing tunnel, varying from full thickness (i.e., no loss of section in the outer steel lining of the tunnel) and half-section wall thickness (i.e., 50% loss of section due to corrosion). The magnitude of the predicted movements in the existing tunnel due the construction of the new tunnel is of the order of one (1) inch, and these movements are described in the report as “minimal” and “tolerable.” The report recommends monitoring of the existing tunnel be undertaken during the works “to allow for real-time verification of the predicted movements and to provide alerts to any possible distress.” This recommendation has been accepted by SKW and included in the estimate.

4.2.6 Tunnel Foundations and Settlements A foundation system incorporating three foundation types across the span of the river is presented in the PB report. These are (1) at the river bank, driven pre-cast concrete piles with a mat slab; (2) on soft soils near the sides of the river, driven timber piles with a mat slab; and (3) in the central channel of the river, a mat slab resting on grade (with no piles). Although details of the geotechnical design of these are not presented in the PB report, aside from capacity charts for the concrete piles, the SKW team noted the designs take account of both bearing and settlement, and that these were based on field testing, laboratory testing, previously published studies, and local experience.

Aspects of the uncertainty/hazard of tunnel settlement, as described in the para-graph below, could be reduced by using data from published field measurements of the load-settlement behavior of comparable piles in similar ground conditions, or from new pile loading tests commissioned specifically for the project. At the presentation on June 28, 2011, PB and SKW engineers noted piles had been driven into the Yorktown Formation at many sites, and the load-settlement characteristics of piles in this formation were well known. They further anticipated minimal pile movement due to the relatively low loads placed on these piles.

Chapter 6 of the PB report correctly flags that settlement of the ITT is a key issue. Absolute settlement and – importantly for an ITT – differential settlement are potentially significant construction risks if these are not addressed appropriately at both design and construction stage. From Chapter 6, it is evident that the design team is developing work-in-progress plans for mitigating differential settlements at certain identified potential hot spots, for example at the transitions between the different foundation types along the tunnel. Various uncertainties/ hazards relating to settlement are highlighted or implied in the PB report, including time-dependent effects (long-term settlement); soil heterogeneity; and some settlements deemed hard-to-quantify, particularly those that may occur during the construction process.



Page 68

The PB report suggests that the latter be addressed by on-site measurement of the short-term settlement behavior of the tunnel segments that are installed first, and then adjusting subsequent installations based on the settlement-monitoring results from the earlier segments. Even so, the purpose of the ground investigation is to define the geology to enable the design to be carried out and mitigation measures to be developed. Given this context, the Designer was asked to confirm what information needs to be completed to enable the design and construction to be developed to a greater level of confidence, before construction commences. The Designer has clarified that “[the geotechnical] deliverables (D0104010104 thru 106) are complete, accepted, and will not be revised until we start the final design. In moving forward into final design, we have to obtain a few borings along the Portsmouth near-shore area, as well as develop a testing program for the pile system under the tunnel elements in the soft soil areas. The final design includes these items in the budget and schedule.” Arup considers that the design team’s stated approach of phased ground investigation coupled with site-specific testing of the pile system is appropriate.

4.2.7 Instrumentation and Monitoring The document “Draft Preliminary Instrumentation & Monitoring Report – Midtown Tunnel,” Reference D 01040301, 03 (dated April 2011; prepared by PB Americas Inc.) presents the instrumentation and monitoring (I&M) proposals. The level of detail given is appropriate for the current stage of design, and further detail would be expected as the project progresses. I&M will be a significant project tool for controlling, monitoring, and managing several of the construction risks that have been discussed in this review, both for the new ITT and the existing tunnel. Moreover, some aspects of the preliminary design presented in the February 2011 “Draft Preliminary Geotechnical Engineering Report Midtown Tunnel” fundamentally assume and rely upon the establishment of suitable I&M. An example of this is the proposed strategy for mitigating differential settlements at the boundary between the pile-supported and the non-piled segments of the ITT (Section 6.6 of the draft PB report) by pre-loading the preceding installed segment for at least one month, and monitoring the resulting settlements.

Typically, where I&M has a key role in the construction hazard mitigation process (as is the case for the MTT), it is usual for the development of the I&M design and I&M implementation proposals to be explicitly integrated and reviewed at each project design stage. Typically, suitable program and budget allowance for I&M is accommodated in the planning for a project, including enough time for any necessary pre-construction instrumentation and baseline readings to be established in advance of construction. A robust mechanism for identifying, communicating and acting on any adverse I&M data should typically be evident within the project construction plans, the management responsibility charts, “trigger and alert” movement levels, and the construction phase communication plans.



Page 69

4.2.8 Vessel Collision Ship impact, including a sinking vessel coming to rest on the backfilled river bed above the tunnel, is a low likelihood / high impact risk. The VDOT requirements specify that the tunnel “joints shall be designed and detailed to accommodate potential joint movement and settlement due to ship sinking. The tunnel shall remain stable” (VDOT, “Technical Requirements Exhibit I,” revised March 29, 2011). Section 5.2.4 of the design criteria defines how vessel sinking is to be addressed, and Section 5.3.4 of the Basis of Design specifies a sunken-vessel load of 1,500 lb/ft2, which includes Nimitz-class aircraft carriers and reflects the same ship-design criteria as for the Fort Point Channel/Ted Williams Tunnel in Boston.

Arup concludes this factor is being appropriately addressed within the design process, and the approach adopted is based on previously established methods.

4.2.9 Seismic Design A preliminary discussion of seismic design issues is presented in Chapter 9 of the PB report. This identifies the proposed MTT as being critical infrastructure. It presents an assessment of the Seismic Site Classification, assigning it to site class C. In Section 9.1 of Chapter 9, the assessment of the design spectral acceleration parameters is stated to be based on “USGS, 2002”. This item is not referenced in the PB draft report, but it is presumably Frankel, Petersen, et al. “Documentation for the 2002 Update of the National Seismic Hazard Maps” (USGS Open-File Report 02-420) plus the associated seismic summary maps of the continental USA. The USGS maps are small, and local detail is not shown.

For a structure deemed “critical” in seismic design terms, Arup considers it prudent to undertake a site-specific seismic hazard assessment. Typically, a site-specific seismic hazard study augments the assessment published in national maps, and it takes fuller account of any local seismic hazard conditions (including but not limited to local geological faulting, etc.) that may not have been presented explicitly in the national summary. Such a seismic hazard assessment has been done for the MLK Freeway (“MLK Preliminary Geotechnical Engineering Report - Appendix F”, December 2010; issued by PB; signed by Schnabel Engineering Consultants Inc.). PB has provided additional information about the seismic studies undertaken: “Although the codes do not require a site-specific response analysis or site-specific racking analysis are not required, we have done an analysis as part of the preliminary design, which is the basis of the 0.34” of racking noted in the Geotechnical Report. In final design, a more detailed soil-structure interaction analysis will be undertaken to better define the actual racking loads imparted to the structure.”

Section 9.5 of the PB report discusses earthquake-induced racking within the ITT cross section, quantifying this as 0.34” over the height of the tunnel as “free field” movements, an amount noted as very minimal for this type of analysis. During final design, a soil structure interaction analysis will be performed to more aptly define the actual structure racking. The design team notes sliding of the tunnel



Page 70

elements is not a concern for this structure, and tunnel movements induced by a seismic event are also not a concern.

The hazard of seismic liquefaction is not mentioned in the PB report. While SKW’s geotechnical design team notes that liquefaction will not be an issue, based on the anticipated intensity of a local seismic event and the site-specific soil properties, SKW has since clarified that a liquefaction assessment will be conducted early in the final design phase. Arup considers this prudent.

Arup notes that an earthquake with a magnitude of 5.8 occurred on August 23, 2011 in central Virginia, and was distinctly felt in the Hampton Roads area. VDOT’s subsequent inspection of the existing Midtown and Downtown Tunnels revealed no evident damage or increased rates of water ingress.

4.3 Roadway and Tunnel Alignment The Highway Design Criteria for the MTT and MLK Freeway extension have been developed with a wide list of references as is expected for a project of this size. The primary references used in developing the Project roadway design criteria are listed below:

VDOT Road Design Manual, Volumes 1 and 2 (2005) AASHTO – Policy on Geometric Design of Highways and Streets (2004) AASHTO – Roadside Design Guide (2006) VDOT Road and Bridge Specifications (2007), including the Revisions to the Road and Bridge Specifications VDOT Road and Bridge Standards (2008), including all revisions as of October 2009 Virginia Storm Water Management Handbook (1999, first ed., vols. 1 & 2) Virginia Erosion and Sediment Control Regulations (1998) VDOT Instructional & Informational Memorandum (I&IM) VDOT Policy for Integrating Bicycle and Pedestrian Accommodations VDOT Drainage Manual (2002), Revised April 2010 FHWA Technical Manual for Design and Construction of Road Design – Civil Elements, Draft 2010 VDOT Work Area Protection Manual AASHTO Traffic Engineering Design Manual FHWA Transportation Highway Capacity Manual Manual on Uniform Traffic Control Devices AASHTO Guide for Roadway Lighting IESNA RP-19-01



Page 71

In Arup’s opinion, the highway geometry for this Project is compliant with the project requirements as well as general industry practice. There are some constraints and restrictions to the highway geometry due to the project’s close proximity to the CSX Railroad, Elizabeth River, and the tie-ins to the existing highway network. However, these constraints have not negatively impacted the geometric design of the Project based on the 30% level of design presented. Arup notes that the Designer has requested and been granted design exceptions and/ or waivers from VDOT to allow for minor departures from the relevant code requirement.

4.4 New Midtown Tunnel – General Design While there are multiple steel immersed-tube tunnels in operation in the Hampton Roads area, and the reinforced-concrete approach has been used internationally for many years, this type of tunnel construction method is still infrequently used in the US and, as such, requires special consideration to ensure that DB Contractor has adequately addressed all of the potential risks associated with the construction method. Fortunately, the three construction firms forming the construction joint venture have the requisite experience with this type of construction, both at a parent-company level and locally. The main exception locally is in the use of precast concrete instead of steel as the structural component of the tube walls. This is likely to be of little consequence as the techniques are quite well understood.

Atypically in Arup’s experience, the Technical Requirements specify a 120-year design life for many structural elements: “The design life of the tunnels, retaining walls, and marine structures shall be 120 years where such an option is provided by codes” (Section 5.1.6 of Final Design Criteria); “End frames and attachments at immersion joints shall be capable of maintaining structural integrity and water-tightness for 120 years” (Section 5.3.1). There is limited engineering precedent for determining which physical designs satisfy this uncommon requirement, an issue which could potentially delay the review of affected submittals. Arup understands that VDOT and the DB Contractor have discussed the methodology that will be used to evaluate the design life of elements subject to these criteria, and that it will primarily be based on measurable data, such as the corrosion rate of steel in similar environments. To further mitigate the risk of delayed approval, the DB Contractor intends to submit a durability report early in the final design process detailing the methodology used to support the stated design life.

4.4.1 Client Technical Requirements The VDOT technical requirements are set forth in Appendix C of the CA (and passed down to the DB Contractor as Appendix C of the DB Contract). Due to continued evolution of the technical requirements during the bid phase, the tender design was developed somewhat “ahead” of the technical requirements and is still subject to some approval risk based on interpretation of the technical requirements. This risk has been mitigated to a large extent based on VDOT’s



Page 72

approval of the 30% design package. Arup notes that the design details reviewed are not considered out of step with current practice in immersed-tube tunnel design and, as such, the risk of VDOT’s disapproval of the final design is not considered excessive at this stage.

4.4.2 Design Codes and Standards The VDOT technical requirements set out the relevant structural design and construction codes and standards. These codes and standards are considered current and appropriate. The order of precedence is described separately in the Preface (Tunnel and Non-Tunnel Elements), Attachment 1A (Final Basis of Design - MLK Extension Roads and Bridges) and Attachment 1D (Final Design Criteria - Midtown Tunnel).

The applicable date of the Midtown Tunnel codes and standards is given in Attach-ment 1D as January 7, 2010. The applicable dates for other elements of the works were individually listed in the order of precedence and vary from 2005 to 2010.

4.4.3 Design Organization The Parsons Brinckerhoff (the Designer) design team is predominantly Norfolk-based, with specialist mechanical and electrical input from the firm’s Boston office, as well as tunnel expertise in New York City. The Designer is considered to be appropriately experienced in this form of project, acquainted with this location and with ostensibly a good track record of working with VDOT.

The design team has the benefit of input from SKW, which includes experienced marine contractors who have previously self-performed multiple immersed-tube tunnel projects. This was valuable to the design process, which would otherwise have had to rely on assumed contractor methodologies and accept the risk of subsequent change when the contractor became fully involved.

The designer’s site-support team will play an important role in mitigation of delay risk resulting from construction-led design changes. On a project of this scale, it can be realistically expected that the number of construction-led design changes will be significant. While the composition of the site-support team is being finalized, Arup understands that all key design leads from the Preliminary Design Phase will be retained for the final design. Additional changes may also result from the addition of further DBE/SWaM firms to the Project

4.4.4 Deliverables A substantial number of drawings have been prepared for the immersed tube tunnel to a level of detail commensurate with the reported 30% design develop-ment and adequate for cost estimation, scheduling, outreach consultation and risk analysis. The approach structures are less well represented in the deliverables but still are assessed as adequate.



Page 73

4.5 New Midtown Tunnel – Immersed Tube Design

4.5.1 DescriptionThe proposed new Midtown Tunnel crossing comprises a reinforced concrete, divided single cell, immersed tube, approximately 3760ft in length. At either end of the immersed tube tunnel, there are cut-and-cover tunnel sections totaling 440ft in length and open structure “boat sections” of 1240ft total length. The total combined structural length is approximately 5440ft, with the plan and profile shown in Figure 9 and Figure 10.

Mechanical flood gates are provided in the cut-and-cover tunnel sections at the Norfolk tunnel portal.

Figure 9: Plan View of New Tunnel (source: Midtown Tunnel Structural Drawings, PB)

Figure 10: Profile of New Tunnel (source: Midtown Tunnel Structural Drawings, PB)



Page 74

4.5.2 Geometry The tunnel cross-section (Figure 11) is divided between a highway cell and a utility/escape cell, which is sub-divided into an emergency pedestrian escape corridor and a utility corridor. The pedestrian escape and utility corridor terminate at the cut-and-cover tunnel sections, where escape stairs and utility shafts are provided to the surface.

SKW reports that the length of the immersed tube tunnel structure has been maximized in order to make maximum use of the casting basin and minimize the length of cut-and cover tunnels, which require more substantial temporary works and de-watering. This is a sensible approach, though it requires a slightly more complex tunnel unit installation sequence to form the closure joint.

The tunnel is curved in its horizontal alignment in order to allow maximum separation between the new and existing tunnels at mid-river. It is not expected that the vertical curvature will be included in the structural profile of the tunnel units. Therefore the joints will need to be constructed to allow the changes in gradient and the thickness of ballast concrete to vary to provide an acceptable sag curve. The effective headroom, which is already considered to be tight, will be slightly reduced over this curvature length.

Internal width: The clear width between walls is 35ft 5in comprising

Elevated emergency walkway 6ft Left shoulder 2ft 2 running lanes, 2 x 12ft = 24ft Right shoulder 2ft Jersey barrier 1ft 5inTotal 35ft 5in

Headroom: 16ft 6in, with approximately 2ft allowed for signs, etc.



Page 75

Figure 11: Midtown Tunnel Section (source: ERC)

An elevated emergency walkway is provided principally for the benefit of first-response fire and rescue services. It is placed on the opposite side from the emergency escape corridor, because it allows intermediate jet fans to be sited above the walkway without compromising vehicle headroom or increasing the overall height or width of the tunnel box. It is expected that detailed design development will consider the ventilation in greater detail, and one aspect of consideration should be the air velocities on the emergency walkways to ensure that fire and rescue personnel can use the walkways safely.

The pedestrian escape is considered to be well proportioned and likely to be adequate for the safe evacuation of tunnel users including any casualties.

In Arup’s opinion, the geometrical provision made is adequate and compares favorably to the existing tunnel. However, the allowance for headroom will need to be considered further in later design development, as it is currently expected to accommodate three-line variable message signs within a 2ft high area, as well as variations due to differing ballast and pavement thicknesses and construction tolerances.

4.5.3 LoadingsThe tunnel loadings are specified in the VDOT Technical Requirements, which are assessed as reasonable and thorough. The design is stated to be compliant with those loadings, and no evidence is found to suggest otherwise. Exceptional loads from sunken ships, dragging anchors and the like are taken into account. The only observed omission was the lack of any specific consideration for a potential terrorist attack. Arup notes that this is not a specific technical requirement and, in Arup’s opinion, would be covered under the Force Majeure Provision of the CA.



Page 76

4.5.4 StructureThe immersed tunnel structure is designed as reinforced concrete in 11 monolithic units, varying in length between 332ft and 356 ft. The tunnel structure design as presented is considered to be well proportioned for both strength and buoyancy with reasonable levels of reinforcement. Further optimization of the tunnel structure and reinforcement is expected in later phases of design.

Transverse reinforcement quantities are approximately as follows:

River Edges Mid-River Sections

External Walls 190 lbs/cu.yd 1.4% 258 lbs/cu.yd 2.0%

Roof 232 lbs/cu.yd 1.8% 765 lbs/cu.yd 5.4%

Base 115 lbs/cu.yd 1.2% 168 lbs/cu.yd 2.0%

The reinforcement detailing is well developed for this stage of the design, which is not surprising given the Designer’s previous experience on other immersed-tube projects allowing the re-use of reinforcement detailing practice from elsewhere.

It is noted that the mid-river roof sections are particularly highly reinforced, with eight layers of reinforcement plus shear links including two layers of #18 bars (2¼” diameter) at 6” centers. This is not surprising, given the high loads applied to the tunnel section due to its depth at mid-river and the need to minimize concrete section thicknesses to achieve the necessary buoyancy. However, it is expected that during design development the reinforcement will be optimized, with attention paid to ensuring that ductility of the concrete sections is maintained.

Figure 12: Typical Reinforcement for Units 3 to 9 (source: Midtown Tunnel Structural Drawings, PB)



Page 77

4.5.5 Structural Segments (Articulation) As mentioned above, the tunnel is to be constructed from 11 discrete monolithic units, each towed into position and immersed individually. Connections between the units are to be made using proprietary Gina joints with Omega seals (see Figure 13) and reinforced concrete shear keys. While these joints are a critical element of the design and must be carefully sized and detailed to maintain water tightness of the tunnel, the solution is conventional and well proven on other similar projects worldwide.

Careful attention will need to be paid during design development to fully coordinate the design of the proprietary items with the design of the tunnel units.

Those tunnel units that will be placed near the shore are noted to be partially above high water in their final condition, which will result in fluctuations in the tunnel’s buoyancy during tidal and flood level variations. Hence the tunnel foundations will need to be designed to allow for this variation in loading and settlement. The design of the foundations is described separately within this report.

Figure 13: Compressed Gina Joint with Omega Gasket (source: Midtown Tunnel Structural Drawings, PB)

4.5.6 Dredging and Tunnel Support Significant quantities of material are required to be dredged from the river bed in order to place the tunnel units. The geotechnical and environmental aspects of this operation are discussed elsewhere in this report. The dredging is currently planned to be undertaken using a large clam-shell bucket, with the majority of the dredged

Virginia Small Business Financing Authority

Documents

Transcript of Virginia Small Business Financing Authority