AMENDED AND RESTATED

RAV CONCESSION AGREEMENT

For the Richmond ● Airport ● Vancouver Rapid Transit Project

RAV PROJECT MANAGEMENT LTD.

and

GREATER VANCOUVER TRANSPORTATION AUTHORITY

and

INTRANSIT BC LIMITED PARTNERSHIP

Dated: July 29, 2005

AMENDED AND RESTATED

RAV CONCESSION AGREEMENT

THIS AGREEMENT made as of July 29, 2005

AMONG:

RAV PROJECT MANAGEMENT LTD.
("RAVCO")

AND:

GREATER VANCOUVER TRANSPORTATION AUTHORITY
("GVTA")

AND:

INTRANSIT BC LIMITED PARTNERSHIP, by its general partner INTRANSIT BRITISH COLUMBIA GP LTD.
("Concessionaire”)

WHEREAS:

RAVCO, GVTA and the Concessionaire have entered into a Concession Agreement dated March 29, 2005 (as amended by Amending Agreements dated April 29, 2005 and May 19, 2005) for the design, construction, finance, testing, commissioning, operation and maintenance of the System;

GVTA is a party to this Agreement for the sole purpose of accepting joint and several liability for RAVCO Payment Obligations (as defined in this Agreement);

The parties wish to amend and restate the Concession Agreement on the terms and conditions set out int his Amended and Restated Concession Agreement.

IN CONSIDERATION of the covenants and agreements in this Agreement, RAVCO and the Concessionaire agree as follows:

1. INTERPRETATION

1.1 Defined Terms

In this Agreement. including the recitals and Schedules hereto:

“Access Agreements” has the meaning given in Section 1 of Schedule 7 (Real Property);

“Accessible” has the meaning.given in Section 1 of Schedule 11 (Payments);

[ Pages 2 to 10 to be added ]

"Compensation Event Holdback" has the meaning given in Section 14.4(c);

"Compensation Notice" has the meaning given in Section 14.2;

"Compliant Bid" means a bid that meets all of the Qualification Criteria;

"Concessionaire Escrow Documents" means the documents described in Section 1.1 of Schedule 1 (Completion Documents) each of which the Concessionaire has delivered to the Escrow Agent;

"Concessionaire Event of Default" has the meaning given in Section 23.3;

"Concessionaire FMV" means an amount aqual to the Fair Market Vaiue of the eqguity of the Concessionaire and the Junior Debt if sold as a going concern immediately prior to the Termination Date (and assuming that nc RAVCO defauit has occurred), as determined by the Valuator on a forecast cashflow basis;

"Concessionaire Indemnified Parties" means (2) any Partner (b) any Affiliate of any Partner (c) the Concessionaire's Representative; (d) any delegate of the Concessionaire's Representative; (2) any Project Contractor or other contractor of the Concessionaire; (f) any Sub-Contractor; and (g) any director, officer, employee, agent, servant, representative or advisor (including legal and financial advisors) of the Concessionaire or any of the foregoing:

"Concessionaire’s Change" means a Change requested by the Concessionaire;

"Concessionaire’s Change Certificate" means the certificate to be prepared by the Concessionaire and signed by or on behalf of RAVCO pursuant to Section 19.2 containing details of 3 Concessionaire’s Change to be implemented;

"Concessionaire’s Representative" means the Person appointed by the Concessionaire under Section 10.2(a);

"Concessionaire’s Rights and Benefits" has the meaning given in Section 13.5;

"Concessionaire’s Rule Book" means the consolidated listing of all operating policies, procedures and rules required to assure the safe operation of the System which have been adopted by the Concessionaire, approved by RAVCO and filed with the Relevant Authority responsible for administration of the Railway Safety Act (British Columbia);

"Confidential Information" has the meaning given in Section 26.1;

"Construction" means the initial construction, testing, commissioning and completion of the System (as distinct from a Correction, a Repair, Operation and Maintenance or a Renovation) as required by this Agreement, including all labour, materials, construction equipment and the supply, installation, testing and commissioning of Equipment;

"Construction Approval Process" means Appendix 1 of Schedule 3 (Design and Construction Specifications);

[ Pages 12 to 16 to be added ]

"Expiry Date" means the 35th anniversary of the Closing Date as may be extended pursuant to the terms of this Agreement;

"Fair Market Value" means the amount at which an asset or a liability would be exchanged in an arm's length transaction between informed and willing parties other than in a forced or fiquidation sale;

"Financial Model" means the Concessionaire’s financial model for the Project attached as Schedule 16 (Financial Model), 2 copy of which is attached to this Agreement in electronic format and marked as Attachment 1 thereto, as updated from time to time in accordance with the terms of this Agreement;

"Finco" means InTransit BC Finance Ltd., all of the shares of which are owned by the General Partner;

"Fire Department" means the relevant fire depariment;

"Fire Protection and Life Safety Building Code Criteria" means the document attached to Schedule 3 (Design and Construction Specifications) as Appendix 2;

"Five Year Operation and Maintenance Plans" has the meaning given in Section 5.6 of Schedule 4 (Operation and Maintenance Requirements and Specifications)

[ Pages 19 to 104 to be added ]

25.6 Compensation on Termination

If this Agreement is terminated pursuant to its terms, then RAVCO will pay compensation to the Concessionaire in accordance with Schedule 13 (Compensation on Termination).

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SCHEDULE 13

COMPENSATION ON TERMINATION

1. Termination For RAVCO Default or Election not to Reinstate

1.1 Calculation

If RAVCO or the Concessionaire terminate this Agreement pursuant to Section 11.6 or 24.3 of this Agreement, RAVCO will pay to the Concessionaire on the Termination Payment Date a Termination Payment equal to the greater of:

(a)

the amount which would be determined under Section 4.1 of this Schedule if it applied; and

(b)

the aggregate amount, without duplication, of:

(1)

the Senior Debt;

(2)

any accrued but unpaid amounts owing and payable by RAVCO to the Concessionaire under this Agreement, inciuding, without duplication, Payments;

(3)

the Employee Payments;

(4)

the Project Contractor Losses (excluding any Indirect Losses, as such term is defined in the Project Contracts as of the date hereof); and

(5)

Concessionaire FMV,

less any amount which RAVCO is entitled to set-off or deduct under Section 5.3(b) of this Agreement.

The above determined amount will be adjusted upward or downward to the extent required under Sections 7.1 and 7.2 of this Schedule.

1.2 Notice to RAVCO

As soon as practicable after termination of this Agreement pursuant to Section 11.6 or 24.5, the Concessionaire will, acting reasonably, determine the Termination Payment as of an estimated Termination Payment Date and will notify RAVCO of the Termination Payment and include in such notice the details and calculations of each component thereof, including a revised and up to date Financial Model and certificates from the Lenders as to the amounts owed to them. On written request, the Concessionaire will provide to RAVCO all such documents and information as may be reasonably required by RAVCO to confirm the Concessionaire's determination of the Termination Payment.

[ Pages 2 to 13 to be added ]