THIS AMENDMENT NO. 2 TO THE CONCESSION AND LEASE AGREEMENT (this Amendment) is dated as of August 12, 2010 and made:

THIS AMENDMENT NO. 2 TO THE CONCESSION AND LEASE AGREEMENT (this Amendment) is dated as of August 12, 2010 and made: BETWEEN: (1) REGIONAL TRANSPORTATION DISTRICT, a public body politic and corporate and political subdivision of the State of Colorado, organized and existing under the terms of the Regional Transportation District Act, Section 32-9-101 et seq., Colorado Revised Statutes, as amended (RTD); and (2) DENVER TRANSIT PARTNERS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the Concessionaire). RTD and the Concessionaire are hereinafter sometimes referred to individually as a Party and collectively as the Parties. WHEREAS: (A) RTD and the Concessionaire are party to the Concession and Lease Agreement dated as of July 9, 2010 (as amended by Amendment No. 1 to the Concession and Lease Agreement dated as of July 22, 2010 (Amendment No. 1), and as further amended, supplemented and otherwise modified and in effect immediately prior to the effectiveness of the amendments contemplated hereby, the Concession Agreement). (B) (C) (D) (E) In connection with the pricing of the Concessionaire Financing, the Parties have determined that it is in the best interests of each Party and of the to adjust the Phase 1 and Phase 2 Construction Payment Amount and the Phase 2 Construction Payment Amount so as to increase such amounts payable in 2012 and decrease such amounts payable in 2013, where such increase and decrease are made in equal amounts. In accordance with Sections 5.7(a)(iii) and (iv) of the Concession Agreement, upon the satisfaction of each of the Phase 1 Conditions Precedent the figures set forth in the Service Payment Revision accepted by RTD in accordance with Section 5.6(c)(i) of the Concession Agreement shall amend and replace the corresponding figures in Tables 3 (Base Annual Service Payments) and 4 (TABOR Secured Payments) in Parts G and H, respectively, of Attachment 11 (Service Payments) to the Concession Agreement. In addition, at Financial Close, the Principal Limit and Total Limit are adjusted in accordance with Section 30.3(g) of the Concession Agreement. The Parties desire to document the deemed amendments to the Service Payment Revisions, Principal Limit and Total Limit as described above in the form of this Amendment. In connection with the final pricing of the bond financing, the Concessionaire delivered to RTD the figures to be incorporated in the adjustment to the Phase 1 and Phase 2 Construction Payment Amount and the Phase 2 Construction Payment Amount, and for deemed amendments to the Service Payment Revisions, Principal Limit and Total Limit, each as described above. RTD thereafter conditionally accepted such figures by delivery of a notice to the Concessionaire on August 4, 2010 (the Bond Pricing Adjustment Notice), which notice the Concessionaire acknowledged and agreed. Execution Version 1

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Amendment undertake and agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Terms used but not defined herein shall have the respective meanings ascribed to such terms in the Concession Agreement, as amended hereby. 1.2 Sections 1.2 (Interpretation) of the Concession Agreement is incorporated by reference as if set forth herein. 2. AMENDMENTS Subject to the satisfaction of the conditions to effectiveness specified in Section 4 (Conditions to Effectiveness) hereof, but with effect on and after the date hereof, the Concession Agreement shall be amended as follows: 2.1 Amendments to the Concession Agreement Section 30.3(g) of the Concession Agreement is amended to read in its entirety: "(g) RTD may issue additional Senior RTD Debt, subject to compliance by RTD with Section 30.3(b), and Subordinate Lien Bonds pursuant to the 2004 Approval so long as the principal amount of such Senior RTD Debt and Subordinate Lien Bonds does not exceed U.S.$2,189,133,589 (the Principal Limit) (adjusted immediately following the Concessionaire closing on funding for the Phase 1 Excess Financing Amount in accordance with Section 5.10(d)(ii)(B), by the amount specified by the Concessionaire in its notice delivered pursuant to Section 5.10(d)(ii)(A)), the total repayment costs of such Senior RTD Debt and Subordinate Lien Bonds does not exceed U.S.$3,617,756,440 (the Total Limit) (adjusted immediately following the Concessionaire closing on funding for the Phase 1 Excess Financing Amount in accordance with Section 5.10(d)(ii)(B), by the amount specified by the Concessionaire in its notice delivered pursuant to Section 5.10(d)(ii)(A)), the annual repayment costs of all indebtedness issued or expected to be issued pursuant to the 2004 Approval, including the TABOR Portion and the Maximum Additional TABOR Portion, does not exceed U.S.$309,738,000 and the Net Effective Interest Rate of all additional Senior RTD Debt and Subordinate Lien Bonds is not in the aggregate higher than 7%. For the avoidance of doubt, RTD agrees that it will not issue additional indebtedness on terms which would result in the annual repayment cost capacity under the 2004 Approval remaining after such issuance to be an amount less than the Maximum Additional TABOR Portion." Execution Version 2

2.2 Amendments to Attachment 8 (Construction Payments) Table 1 (Construction Payment Amounts and Inputs) to Attachment 8 (Construction Payments) to the Concession Agreement is deleted in its entirety and replaced with the following: Design/Build Calendar Year 2010 2011 2012 2013 2014 2015 2016 Early Work Construction Payment Amount [U.S.$2,438,345] 2 U.S.$4,234,495 U.S.$2,938,961 - - - - Table 1: Construction Payment Amounts and Inputs Phase 1 Construction Payment Amount (cumulative totals through current year in parenthesis) (A) Phase 1 and Phase 2 Construction Payment Amount (B) 1 Phase 2 Construction Payment Amount (C = B A) U.S.$0 (U.S.$0) - - U.S.$41,096,000 (U.S.$41,096,000) U.S.$41,096,000 U.S.$0 U.S.$149,057,000 (U.S.$190,153,000) U.S.$219,315,000 U.S.$70,258,000 U.S.$180,978,000 (U.S.$371,131,000) U.S.$331,390,000 U.S.$150,412,000 U.S.$151,396,000 (U.S.$522,527,000) U.S.$306,862,000 U.S.$155,466,000 U.S.$47,233,000 (U.S.$569,760,000) U.S.$129,083,432 U.S.$81,850,432 U.S.$10,615,000 (U.S.$580,375,000) U.S.$32,845,313 U.S.$22,230,313 Phase 2 Financing Cost Amount (cumulative totals through current year in parenthesis) U.S.$1,510,000 U.S.$2,770,000 (U.S.$4,280,000) U.S.$5,124,000 (U.S.$9,404,000) U.S.$11,186,000 (U.S.$20,590,000) U.S.$16,194,000 (U.S.$36,784,000) U.S.$18,640,000 (U.S.$55,424,000) U.S.$23,094,000 (U.S.$78,518,000) 2017 - (U.S.$580,375,000) U.S.$4,000,000 U.S.$4,000,000 (U.S.$78,518,000) 2018 - (U.S.$580,375,000) - - (U.S.$78,518,000) 2019 - (U.S.$580,375,000) - - (U.S.$78,518,000) 2020 - (U.S.$580,375,000) - - (U.S.$78,518,000) 2021 - (U.S.$580,375,000) - - (U.S.$78,518,000) Total U.S.$9,611,801 U.S.$580,375,000 U.S.$1,064,591,744 U.S.$484,216,744 U.S.$78,518,000 1 2 Subject to increase pursuant to clause (b) of this Attachment 8 (Construction Payments). Subject to increase pursuant to clause (a) of this Attachment 8 (Construction Payments). Execution Version 3

2.3 Amendments to Attachment 11 (Service Payments) (a) Table 3 (Base Annual Service Payments) in Part G (Base Annual Service Payments) of Attachment 11 (Service Payments) to the Concession Agreement is amended to read in its entirety: Table 3 Base Annual Service Payments 3 n Year BAISP ECbase BAISP GLbase BAISP NWESbase ABAISP base BANISP ECbase BANISP GLbase BANISP NWESbase ABANISP base -1 2015 - - - - - - - - 0 2016 14,117,060 - - 14,117,060 24,178,345 8,534,546 2,420,576 35,133,467 1 2017 30,245,562 4,802,725 2,179,104 37,227,391 68,590,741 (25,316,683) (11,486,748) 31,787,310 2 2018 30,247,546 4,803,717 2,181,639 37,232,902 74,654,731 (27,885,562) (12,664,410) 34,104,758 3 2019 37,260,199 6,077,053 2,493,891 45,831,144 89,231,680 (31,093,168) (12,759,964) 45,378,548 4 2020 41,935,195 6,431,438 2,677,374 51,044,007 89,718,158 (31,201,802) (12,989,147) 45,527,210 5 2021 32,837,466 5,574,336 2,251,554 40,663,356 90,399,198 (31,979,469) (12,916,968) 45,502,762 6 2022 32,835,482 5,573,343 2,249,019 40,657,844 89,838,826 (32,205,507) (12,995,933) 44,637,386 7 2023 33,739,881 5,766,243 2,581,061 42,087,185 91,460,680 (31,561,611) (14,127,472) 45,771,596 8 2024 40,214,158 6,446,651 2,689,565 49,350,374 93,183,954 (32,534,184) (13,573,374) 47,076,396 9 2025 50,514,084 8,653,820 5,775,018 64,942,921 94,872,350 (28,069,488) (18,731,819) 48,071,043 10 2026 34,991,364 5,612,184 2,273,998 42,877,546 91,919,994 (33,761,955) (13,679,989) 44,478,050 11 2027 33,410,258 5,803,467 2,309,687 41,523,412 93,667,107 (34,498,240) (13,729,751) 45,439,115 12 2028 34,677,249 7,426,161 2,544,338 44,647,749 98,843,532 (38,966,267) (13,350,554) 46,526,712 13 2029 40,891,013 6,538,932 2,739,225 50,169,169 109,483,508 (43,211,266) (18,101,636) 48,170,606 14 2030 53,594,587 9,839,231 6,426,786 69,860,604 125,394,527 (40,360,049) (26,362,363) 58,672,114 15 2031 33,963,007 5,639,550 2,536,686 42,139,244 106,698,043 (39,674,481) (17,845,699) 49,177,862 16 2032 32,877,076 5,524,938 2,243,788 40,645,802 114,052,851 (41,765,952) (16,961,992) 55,324,906 17 2033 33,129,548 5,626,123 2,284,859 41,040,531 120,898,832 (37,580,394) (15,262,005) 68,056,433 18 2034 40,428,341 6,484,500 2,712,009 49,624,849 135,137,322 (35,605,782) (14,891,385) 84,640,155 19 2035 54,030,337 10,779,884 7,488,765 72,298,986 130,794,605 (29,957,314) (20,811,291) 80,026,000 20 2036 40,729,404 6,474,304 2,403,605 49,607,313 112,894,563 (50,301,515) (18,674,587) 43,918,461 21 2037 36,180,497 7,074,131 2,843,778 46,098,407 147,048,149 (69,718,024) (28,026,423) 49,303,702 22 2038 37,127,319 7,722,257 2,962,699 47,812,275 160,116,870 (74,303,878) (28,507,215) 57,305,777 23 2039 43,401,228 8,089,833 3,464,126 54,955,187 181,146,037 (75,137,163) (32,174,290) 73,834,584 24 2040 51,938,231 11,485,590 4,889,602 68,313,423 179,129,741 (80,540,191) (34,287,264) 64,302,286 25 2041 38,654,521 8,979,430 3,120,390 50,754,340 97,185,691 (16,701,264) (5,803,760) 74,680,667 26 2042 34,464,142 6,226,942 2,727,568 43,418,652 137,172,317 (86,936,529) (38,080,539) 12,155,249 27 2043 46,657,335 9,281,215 6,141,648 62,080,199 37,631,630 (13,575,749) (8,983,465) 15,072,416 28 2044 45,249,738 8,680,396 5,698,939 59,629,073 44,180,570 (11,555,909) (7,586,799) 25,037,861 3 All figures in Dollars. Execution Version 4

(b) Table 4 (TABOR Secured Payments) in Part H (TABOR Secured Payments) of Attachment 11 (Service Payments) to the Concession Agreement is amended to read in its entirety: Table 4 TABOR Secured Payments 4 Operating Year Year Secured Principal (A) Secured Interest (B) TABOR Portion TP n (C = A + B) TABOR Portion 0 2016 0 0 0 0 1 2017-40,953,635.40 40,953,635.40 199,000,000 2 2018-34,436,829.00 34,436,829.00 199,000,000 3 2019 9,436,184.64 35,951,964.60 45,388,149.24 199,000,000 4 2020 10,045,868.16 35,767,543.32 45,813,411.48 199,000,000 5 2021 10,694,944.20 35,568,796.08 46,263,740.28 205,000,000 6 2022 10,357,395.84 34,260,965.16 44,618,361.00 218,000,000 7 2023 11,692,528.80 34,097,756.64 45,790,285.44 218,000,000 8 2024 13,199,768.88 34,010,698.20 47,210,467.08 218,000,000 9 2025 14,901,301.56 34,910,827.32 49,812,128.88 228,000,000 10 2026 13,005,062.76 31,518,924.60 44,523,987.36 228,000,000 11 2027 14,612,488.56 30,862,624.08 45,475,112.64 158,000,000 12 2028 16,418,592.12 30,260,019.96 46,678,612.08 158,000,000 13 2029 18,447,930.12 29,706,240.12 48,154,170.24 158,000,000 14 2030 20,728,094.16 40,694,692.32 61,422,786.48 158,000,000 15 2031 17,231,213.16 32,030,094.12 49,261,307.28 158,000,000 16 2032 19,635,936.60 35,829,038.40 55,464,975.00 158,000,000 17 2033 22,376,254.32 45,581,160.72 67,957,415.04 158,000,000 18 2034 40,037,401.20 44,426,253.96 84,463,655.16 158,000,000 19 2035 51,932,163.96 45,390,991.20 97,323,155.16 158,000,000 20 2036 18,633,907.92 25,214,398.68 43,848,306.60 158,000,000 21 2037 21,035,935.20 28,258,666.20 49,294,601.40 158,000,000 22 2038 26,980,360.56 30,245,323.68 57,225,684.24 158,000,000 23 2039 46,392,722.28 27,212,533.08 73,605,255.36 256,000,000 24 2040 58,134,283.68 24,132,909.36 82,267,193.04 256,000,000 25 2041 64,791,056.28 12,960,401.04 77,751,457.32 256,000,000 26 2042 6,134,428.32 6,871,094.64 13,005,522.96 256,000,000 27 2043 10,301,400.36 4,788,478.80 15,089,879.16 256,000,000 28 2044 22,756,316.28 2,377,731.48 25,134,047.76 256,000,000 4 All figures in Dollars. Execution Version 5

3. REPRESENTATIONS AND WARRANTIES (a) The Concessionaire represents and warrants to RTD that: (i) this Amendment has been duly authorized by all necessary corporate action on the part of the Concessionaire and validly executed and delivered by the Concessionaire, and this Amendment constitutes a legal, valid and binding obligation of the Concessionaire enforceable against the Concessionaire in accordance with its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ii) after giving effect to this Amendment, (A) no default under or breach of the Concession Agreement shall have occurred and be continuing and (B) the representations and warranties made by the Concessionaire in Section 7.1(a) of the Concession Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). (b) The Parties acknowledge and agree that, for purposes of the Concession Agreement, as amended hereby: (i) the Concessionaire Condition Precedent set forth in Section 5.6(k) (Representations and Warranties of the Concessionaire) shall fail to be satisfied (unless such failure is waived by RTD in its sole discretion) if any of the representations or warranties made by the Concessionaire in this Section 3 (Representations and Warranties) of this Amendment proves to have been incorrect when made; and (ii) it shall be a Concessionaire Termination Event under Section 41.1(a)(xv) of the Concession Agreement if any of the representations or warranties made by the Concessionaire in this Section 3 (Representations and Warranties) of this Amendment proves to have been materially untrue or incorrect when made to the extent that such breach of representation or warranty has a material adverse effect on the as a whole or the interests of RTD. 4. CONDITIONS TO EFFECTIVENESS The amendments to the Concession Agreement set forth in Sections 2.1 and 2.3 hereof shall become effective upon the satisfaction of the following conditions to effectiveness: (a) with respect to Section 2.1 only, Financial Close shall have occurred, as evidenced by the delivery by the Concessionaire to RTD of a certificate to that effect, in each case in accordance with Section 5.6(c)(ii) of the Concession Agreement and (b) with respect to Section 2.3 only, satisfaction of each of the Phase 1 Conditions Precedent (unless otherwise agreed by the Parties), as evidenced by a certificate signed by RTD and the Concessionaire specifying the Phase 1 Effective Date in accordance with Section 5.7(a)(i) of the Concession Agreement. The amendments to the Concession Agreement set forth in Section 2.2 shall be immediately effective upon the effectiveness of this Amendment. Execution Version 6

5. ACKNOWLEDGEMENTS (a) (b) Bond Pricing Adjustment Notice Acknowledgment. The Parties acknowledge and agree that the amendments to Section 30.3(g) of the Concession Agreement with respect to the Principal Limit and the Total Limit, to Tables 3 (Base Annual Service Payments) and 4 (TABOR Secured Payments) in Parts G and H, respectively, of Attachment 11 (Service Payments) to the Concession Agreement and to the Phase 1 and Phase 2 Construction Payment Amount and the Phase 2 Construction Payment Amount set forth in Attachment 8 (Construction Payments) to the Concession Agreement, in each case as set forth in this Amendment, reflect the relevant figures previously attached to the Bond Pricing Adjustment Notice. The Concessionaire hereby confirms that no changes have been made to, or are required to be made in accordance with the terms of the Concession Agreement, to such figures in connection with Financial Close. On this basis, the Parties hereby agree that this Amendment shall be deemed to satisfy the requirement set forth in the Bond Pricing Adjustment Notice for the Concessionaire to deliver a notice to RTD on the date of and immediately prior to Financial Close. Phase 2 Financing Cost Payments. The Parties acknowledge that, after the date hereof, the Concessionaire intends to prepare a Revised Baseline Schedule and/or an updated Schedule of Values in accordance with the terms of the Concession Agreement, in each case as necessary to enable the Concessionaire to claim the Phase 2 Financing Cost Payment in accordance with Sections 26.1(b) and 26.2 (Application for Construction Payment) of the Concession Agreement. 6. DOCUMENTS OTHERWISE UNCHANGED Except as herein provided, the Concession Agreement shall remain unchanged and in full force and effect in accordance with its terms, and each reference to the Concession Agreement and words of similar import in the Concession Agreement, as amended hereby, shall be a reference to the Concession Agreement as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. 7. CAPTIONS The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment. 8. GOVERNING LAW This Amendment shall be construed in accordance with, and this Amendment and all matters arising out of or relating in any way whatsoever to this Amendment (whether in contract, tort or otherwise) shall be governed by, the law of the State of Colorado. 9. EXECUTION IN COUNTERPARTS This Amendment may be executed and delivered in counterparts (including by facsimile or email transmission), each of which will be deemed an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when it shall have been executed by each Party and when each Party shall have received counterparts hereof, which, when taken together, bear the signatures of the other Party hereto, and thereafter shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a Execution Version 7

signature page to this Amendment (including by facsimile or e-mail) shall be effective as delivery of a manually executed counterpart of this Amendment. 10. BINDING EFFECT This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 11. SEVERABILITY Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Execution Version 8