CONCESSION AGREEMENT

BETWEEN

HER MAJESTY THE QUEEN

IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA,

AS REPRESENTED BY THE MINISTER OF TRANSPORTATION AND INFRASTRUCTURE

- and -

BC TRANSPORTATION FINANCING AUTHORITY

- and -

FTG FRASER TRANSPORTATION GROUP PARTNERSHIP

July _____, 2010

CONCESSION AGREEMENT

THIS CONCESSION AGREEMENT dated as of July ____, 2010 is entered into:

AMONG:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the MINISTER OF TRANSPORTATION AND INFRASTRUCTURE
(the “Province”)

AND:

BC TRANSPORTATION FINANCING AUTHORITY
(“BCTFA”)

AND:

FTG FRASER TRANSPORTATION GROUP PARTNERSHIP, a general partnership established under the laws of the Province of British Columbia, comprised of FTG HOLDINGS LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of British Columbia and SOUTH FRASER CONSTRUCTION LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of British Columbia
(the “Concessionaire”)

WHEREAS:

The Concessionaire has been retained by the Province to carry out the Project and the Project Work;

The rights and obligations among the parties with respect to the Project shall be governed by the terms and conditions set forth in this Agreement; and

This Agreement, the Lenders’ Remedies Agreement and the Collateral Agreements are entered into as, and constitute as at the Effective Date, a concession agreement pursuant to the TIA.

NOW THEREFORE in consideration of the covenants and agreements of the parties contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

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14.2 Termination for Convenience

(a)

The Province may in its discretion and for any reason whatsoever terminate this Agreement at any time by giving to the Concessionaire at least 90 days’ prior notice of the effective date of such termination, and on such effective date this Agreement shall terminate.

(b)

In the event of notice being given by the Province in accordance with Section 14.2(a), the Province shall, at any time before the expiration of such notice, be entitled to direct the Concessionaire, where any Construction Activity or any part or parts thereof or any other Project Work or any elements of the Project Work have not been commenced, to refrain from commencing any such Construction Activity or Project Work or from allowing third parties to commence the same.

(c)

In the event of any termination pursuant to Section 14.2(a), compensation on termination shall be payable in accordance with Part 1 [Compensation on Termination for Province Default] and Part 7 [General Provisions] of Schedule 13.

14.3 Province’s Rights of Termination

The Province’s rights to terminate this Agreement are set forth in, and limited to those set forth in, the following Sections: 6.21(a)(i), 6.21(b)(ii), 8.4(c), 8.4(d)(iii)(B)(2)(II), 8.6(a), 8.7(a)(iii), 8.7(a)(iv), 8.7(b)(ii), 12.3(a), 12.3(b), 12.3(d)(ii), 12.3(e), 12.4 [Termination for Failure to Remedy According to Program], 14.1(a) and 14.2(a).

14.4 Concessionaire’s Rights of Termination

The Concessionaire’s rights to terminate this Agreement are set forth in, and limited to those set forth in, the following Sections: 8.4(d)(iii)(B)(2)(II), 8.6(a), 8.7(a)(iv), 13.3(a) and 13.3(b).

14.5 No Other Rights of Termination

Notwithstanding Sections 12.3(f), 12.6 [Province Remedies Cumulative], 13.3(c) and 13.5 [Concessionaire Remedies Cumulative], and without prejudice to their respective rights of termination referred to in Sections 14.3 [Province’s Rights of Termination] and 14.4 [Concessionaire’s Rights of Termination], each of the parties waives and agrees not to exercise any common law right or remedy it may have prior to the Expiry Date to terminate, repudiate, rescind or otherwise bring to an end this Agreement as a consequence of default by another party hereunder.

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SOUTH FRASER PERIMETER ROAD PROJECT

SCHEDULE 13: COMPENSATION ON TERMINATION

PART 1 - COMPENSATION ON TERMINATION FOR PROVINCE DEFAULT

1.1 Obligation to Pay Province Default Termination Sum

If the Province terminates this Agreement pursuant to Section 14.2(a), or if the Concessionaire terminates this Agreement pursuant to Section 13.3(a) or Section 13.3(b), the Province shall pay to the Concessionaire the Province Default Termination Sum as set out in Section 1.2 [Calculation of Province Default Termination Sum] of this Schedule, subject to adjustment pursuant to Sections 1.3, 1.4 and 1.5 and Part 7 [General Provisions] of this Schedule.

1.2 Calculation of Province Default Termination Sum

Subject to Sections 1.3 [Adjustment to Revised Senior Debt Termination Amount], 1.4 [Adjustment for Non-Compliant Distributions] and 1.5 [Adjustment for Overstated Credit Balances] of this Schedule, the “Province Default Termination Sum” shall be an amount equal to the aggregate of:

(a)

the Base Senior Debt Termination Amount;

(b)

an amount which when taken together with all Distributions made on or before the Termination Date, including:

(i)

Distributions paid by the Concessionaire on or in respect of Units or Partner Capital on or before the Termination Date; and

(ii)

interest, principal, fees, breakage costs and other amounts paid by the Concessionaire in respect of Junior Debt or under Junior Lending Agreements on or before the Termination Date;

taking account of the actual timing of all such Distributions, gives an internal rate of return on the Partner Capital paid in respect of then issued and outstanding Units and the principal amounts advanced as Junior Debt then outstanding, equal to the Threshold Equity IRR;

(c)

any Employee Termination Payments; and

(d)

any Principal Contractor Breakage Costs.

1.3 Adjustment to Revised Senior Debt Termination Amount

If the Province Default Termination Sum calculated in accordance with Section 1.2 [Calculation of Province Default Termination Sum] of this Schedule is less than the aggregate of the Revised Senior Debt Termination Amount and the amounts referred to in Sections 1.2(c) and (d) of this Schedule, then the Province Default Termination Sum shall be increased so that it is equal to the aggregate of the Revised Senior Debt Termination Amount and the amounts referred to in Sections 1.2(c) and (d) of this Schedule, provided always that the amounts referred to in Sections 1.2 (c) and (d) of this Schedule shall only be paid to the extent that the Concessionaire has demonstrated to the reasonable satisfaction of the Province that the amounts will not be paid in payment (in whole or in part) of any Distribution.

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