1. Privatizing for the Public Good “Role of Professional Advisors to State DOTs” April 27, 2007 Thomas W. Bradshaw, Jr. Managing Director Co-Head of Transportation Citigroup Corporate and Investment Banking 390 Greenwich Street, 2 nd Floor New York, NY 10013 212-723-5636 (phone) 212-723-8939 (fax) tom.bradshaw@citigroup.com Strictly Private and Confidential

2. Assemble the Entire Team Early

3. 3 DOT’s Professional Advisors/The “Team” Engineers/Designers Legal/Governmental Affairs Financial Advisors/Underwriters “Everyone committed to working as a Team”

4. 4 DOT’s Professional Team Engineers Designers Underwriters Financial Advisors Legal Affairs Governmental Affairs

5. 5  Initial Screening  Phase I First Tier Financial Feasibility Screening  Initiate Environmental Analysis  Phase II Second Tier Screening  Determine Consistency with State and Regional Transportation Plans and (S) TIP Proposed PPP Toll Facility

6. 6  Complete NEPA Decision Document  DOT/Other Agency Funding Intergovernmental Agreements  Complete Investment Grade Traffic Study  Approve the Plan of Finance  PPP Project Delivery Proposed PPP Toll Facility

7. 7  Long-term Concession Agreement Concessionaire has right to 100% of toll revenues Subject to agreement relating to financial contribution by Stakeholders  Concessionaire will be 100% at-risk for the Project’s: Design and construction Toll equipment and operations Ongoing maintenance, repair and rehabilitation Repayment of toll revenue debt Return on upfront equity investment Key Elements of a Finance Plan

8. 8  Conceptual Financing Plan To be refined during Detailed Proposal and Negotiation phases  Uses Right-of-Way, Design, Permitting, Construction and Equipment Interest During Construction Reserves Financing Costs  Sources Senior Toll Revenue Debt Private Activity Bonds TIFIA Loan Secured by Subordinate Toll Revenues Equity Investment Stakeholder Resources Sources/Uses of Capital Funds

9. 9 –Potential structures for financial contributions to projects that do not “pay for themselves” include:  Milestone Payment  Milestone Payment - capital contributions during and/or at completion of construction  Availability Payment  Availability Payment - annual payments to concessionaire if it is in compliance with terms in the Comprehensive Agreement  “Shadow” Toll  “Shadow” Toll - annual payments to concessionaire based on formula(s) that reflect traffic levels  Direct Revenue Pledge  Direct Revenue Pledge - Stakeholder revenues are turned over to the Concessionaire Stakeholder Contributions

10. 10 Public Private Partnerships (“PPPs”) PUBLIC PRIVATE PARTNERSHIPS …have many forms and seek to provide the public sector with a variety of benefits PROMOTE Entrepreneurial Development CAPITALIZE Additional Sources of Private Equity and Flexible Corporate Debt Structures ACCELERATE High Priority Projects TRANSFER New Technologies and Engineering Techniques BENEFIT From Private Expertise and Specialized Management

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