Exhibit 6.3 Funding/Financial Issues and Strategies Used to Address Them for International Transportation PPP Projects

Exhibit 6.3 Funding/Financial Issues and Strategies Used to Address Them for International Transportation PPP Projects

Issues

Strategies

Public opposition to toll highways stemming from historical examples of toll monopoly pricing and inconvenience of stopping to pay cash tolls

Instituted one of the early PPP projects as a DBFO, using shadow tolls instead of direct user tolling, to fund the project based on the availability and use of the facility without the challenge of countering the long-standing negative image or inconvenience of cash-based tolling.

Shadow tolling expedited completion and opening of the project and promoted high quality operating and maintenance of the facility by the concession team, including prompt clearance of stalled or damaged vehicles and minimization of lane closures through scheduled preventive maintenance.

Financial risks of shadow tolling to both public and private partners

The private concession team assembled a portfolio of funding sources for the project, including member equity and numerous (32) bank loans (debt), which demonstrated the commitment of the joint venture concession team to the project and spread the financing risks of the project among a broad set of financial institutions.

Available traffic data from nearby trunk highway facilities mitigated the uncertainty regarding the traffic and revenue projections developed for the project by the private PPP joint venture team.

Project sponsor retained the ultimate funding risk of finding adequate public funds to pay the concession team the shadow tolls earned based on lane availability and traffic usage.

Project sponsor reduced its financial risks of paying excessive shadow tolls by placing a limit on the level of shadow toll revenues that could be earned by the concession team if traffic volumes significantly exceeded projections.

Allocating financial risks among partners to PPP

Private provider team accepted greater risks for construction, revenue, and residual costs in return for the public sponsor agency agreeing to a non-compete clause applied to both highway and transit facilities near the proposed facility.

Allocation of windfall profits resulting from linkage to nearby roads

PPP arrangement provided for revenue sharing between public agency and facility owner-operator if transportation network improvements benefited the tolled facility in terms of added traffic and toll proceeds.

Traffic and revenue estimates not realized in early years of long-term concession

Three years into 54-year concession, the debt was restructured so that the debt service payments better matched the project cash flow, resulting in a significant savings to concession team ($700 million).

Concession team reinvested 30 percent of the refinancing gain to fund neighboring transportation expansion projects desired by sponsoring agency which lacked adequate internal funds to perform these projects in a timely manner.

Financial risk of large-scale project if using private funds

Using the DBFO project delivery approach, with funding provided from tolls, placed the project's financial risk on the private sector consortium that developed the bridge project.

Major delay in project schedule when financial syndicate experienced difficulty raising the necessary financing solved by further diversifying the debt syndication structure and limiting debt financing to 90 percent of the project funding needs.

Availability of extensive traffic and revenue data from nearby tolled facility (tunnel) reduced the financial risk to the private consortium that developed the bridge project.

Financial risk of including responsibility for existing facility as well as new facility developed by private consortium

The public sponsoring agency took responsibility for correcting the structural fatigue found on a parallel bridge that was included in the 30-year DBFO concession contract for developing a second crossing facility, since the problem was caused by the original design and maintenance of the original facility that long pre-dated the concession contract.

As the first long-term DBFO concession contract of its kind for the sponsoring transportation agency, the private concession team should have performed a more careful inspection of the existing parallel facility to ensure there were no critical flaws that might become a costly contractor liability during the contract. This should have occurred before the PPP concession agreement was signed, especially since the agreement included responsibility for operating and maintaining both the older facility and the new facility to be built under a concession agreement spanning 30 years.

High public sponsor financial risks of early PPP projects

Initially the public sponsor assumed all traffic and revenue risks for transportation project PPPs by setting a minimum revenue guarantee for the private provider. This significantly reduced the financial risks to the private sector providers willing to participate in proposed transportation project PPPs.

Public sponsor assumed financial risks due to inflationary impacts on project costs, financing costs, and potential default. The private consortium assumed only the design and construction risks. This resulted in lower risk premiums associated with the private provider bids for early transportation project PPPs in the program.

Later transportation project PPPs required sharing of project risks associated with traffic and revenue estimates, financing costs, and default between the public and private members of the PPP.

The public sponsor allowed the private concession team to retain ownership of the transportation facility developed through a PPP arrangement to enable the team to claim depreciation credits for tax-reporting purposes, thereby reducing the financial costs of the project to the sponsoring

Governments at national and local levels provided tax concessions, and state funding to attract private financing for project and project-related infrastructure development such as approach roads and ramps. This also included exempting earning concession earning from taxes and on construction equipment purchased for the PPP project.

Early PPP projects were small in size, with financing repaid from value capture of consequential economic development as the government took a very conservative approach to PPPs. Subsequent liberalization of the economy allowed significant increase in private sector participation, including up to 100 percent financing supported entirely by tolls.

Allocating financial risks among partners to PPP

Private provider team accepted greater risks for construction, revenue, and residual costs in return for the public sponsor agency agreeing to a non-compete clause applied to both highway and transit facilities near the proposed facility.

Public sponsor agency provided all right-of-way to a higher-risk project at no cost, as well as all necessary approach roads and bridges.

Government assumed most traffic and revenue risks for greenfield project by agreeing to pay 80 percent of any deficit in actual revenues compared to projected revenues, while the private concession team agreed to provide 57 percent of the positive difference between actual and projected revenues.

Concession agreement allowed the government to acquire up to a 49 percent interest in the project.

Government mitigated traffic and revenue uncertainty and construction risks by committing half the funding for DBOM project.

Allocating construction risk among partners to PPP

Sponsoring agency expedited the PPP project by acquiring needed right-of-way and building two interchanges along the proposed highway alignment. Remaining construction risks were borne by the project delivery consortium.

Sponsoring agency required to increase highway capacity whenever congestion exceeded certain levels due to growth in traffic volumes, with the facility expansion paid out of a government reserve fund, excess toll revenues, or equity payment from the consortium after reserve funds are exhausted.

Traffic and revenue risks

Presence of non-complete cause in the PPP contract made mute by presence of previously-built longer parallel toll-free roads which reduced somewhat traffic and revenues and hence profitability of the project.

Varied toll rates to manage traffic and provide free-flow conditions to optimize throughput volume.