Resolution of the Council of Ministers no. 198-B/2008

The bases of the concession awarded to BRISA - Auto-Estradas de Portugal, S. A. pursuant to Decree-law 467/72 of 22 November suffered profound changes under the terms of Decree-Law 294/97 of 24 October, since with the Company's forthcoming privatization, it was important to clarify and ensure the stability of relations between the grantor , i.e. the State and the concessionaire. Now, more than eleven years following the above mentioned revision, it became necessary to again alter the bases of the concession, taking into account the profound and recent changes in the laws governing the road sector, at both technical and financial levels as well as in terms of road user protection and given the fact that, except for the construction of the road link to the new Lisbon airport, the entire road network subject to concession to BRISA is already completed and operating. In the light of the above, the opportunity arose to improve the rules of relationship between the Parties in the concession agreement, the State and BRISA having to this effect, started negotiations in compliance with procedures set forth in Decree-law 86/2003 of 26 April, as amended by Decree-law 141/2006 of 27 July. Changes to the concession bases were provided in Decree-law 247-C/2008 of 30 December, which also empowered the Ministers of State, Finance and Public Works, Transports and Communications to execute the respective concession contract, the respective draft of which must now be approved by the Council of Ministers. Now therefore: Under the terms of article 2 of Decree-law 247-C/2008 of 30 December and paragraph g) of article 199 of the Constitution, the Council of Ministers hereby decrees as follows: 1 – To approve the draft contract relating to the motorway construction, maintenance and operation concession attached to this resolution to be entered between the Portuguese State, represented by the Ministers of State and Finance and Public Works, Transports and Communications and BRISA – Auto- estradas de Portugal, S.A.. 2 – To determine that this resolution will be effective as from the entry into force of Decree-law 247-C/2008 of 30 December. Presidency of the Council of Ministers, December 30, 2008 – On behalf of the Prime-Minister, Luís Filipe Marques Amado , Minister of State and Foreign Affairs. EXHIBIT Concession Contract By and Between: First Party: the Portuguese State, represented for the purposes hereof by [...], hereinafter referred to as Concession Grantor; and Second Party: BRISA - Auto-estradas de Portugal S.A., represented for the purposes hereof by [...], hereinafter referred to as Concessionaire or BRISA, and, whereas: (A) The bases of the concession awarded to BRISA - Auto-Estradas de Portugal, S. A., pursuant to Decree- law 467/72 of 22 November were last thoroughly reviewed pursuant to Decree-Law 294/97 of 24 October, (B) Very recently, major changes were introduced in the laws governing the national road sector, particularly at technical and financial level and in what concerns road user protection; (C) Except for the construction of the road link to the new Lisbon airport, the entire road network concession awarded to BRISA is already completed and operating; (D) In view of the considerations hereinabove, it became necessary to again revise the bases of the concession to BRISA, seeking to adapt the contractual relation between the State and the concessionaire to the new regulatory model for road infrastructures; (E) Viewing to fulfil the objective referred in Whereas Clause (D) above, the State and BRISA started negotiations in compliance with procedures set forth in Decree-law 86/2003 of 26 April, as amended by Decree-law 141/2006 of 27 July; (F) Following the negotiations referred hereinabove, the Government pursuant to Decree-law 247-C/2008 of 30 December undertook the fifth amendment to Decree-law 294/97 of 24 October, which reviews BRISA concession contract; (G) The Government approved this Contract's draft, pursuant to Resolution of the Council of Ministers no. 198-B/2008; (H) The Minister of State and Finance, [...], and the Minister of Public Works, Transport and Communications, [...], were appointed representatives of the Concession Grantor, with the powers to delegate, pursuant to Article 2 of Decree-law 247-C/2008, of 30 December, and [...] was appointed representative of the Concessionaire pursuant to [...], for the purposes of executing this contract: Now therefore, this concession contract is concluded and mutually agreed between the Parties as follows:

1 - Object of the concession 1 - The object of the concession is the construction, maintenance and tolled operation of the following motorways: a) 1/IP – Auto-estrada do Norte - from Vila Franca de Xira to Carvalhos, totalling 266.9 km in length; b) 2/IP – Auto-estrada do Sul - from Fogueteiro to the Algarve longitudinal road, totalling 225.8 km in length; c) 3/IP 1 - Porto-Valença motorway – from Maia intersection to Valença, with 98.1 km in length; d) 4/IP 4 - Porto-Amarante motorway – from Ermesinde intersection to Amarante, with 48.3 km in length; e) 5/IC 15 - Costa do Estoril Motorway, from Estádio Nacional to Cascais, totalling 16.9 km in length; f) 6/IP 7 – auto-estrada Marateca (A2) from the A2 to Elvas, with 138.8 km in length; g) 10/IC 2 - Bucelas Motorway (CREL), from Carregado to the IC3, totalling 39.8 km in length; h) 12/IC 3 - motorway linking Setúbal to Montijo, totalling 24.8 km in length; i) 13/IC 3/IC11 - motorway between Almeirim and Marateca, totalling 78.7 km in length; j) 14/IC 3 - motorway between Santa Eulália and Coimbra (Norte), totalling 39.9 km in length; l) Connection to the new Lisbon airport, the length of which will depend on the location of the airport; m) 9/IC 18 - CREL – Lisbon Regional Ring Road – from Estádio Nacional (A5) to Alverca, with 34.4 km in length; 2 - For the purposes of maintenance and operation, the following motorways and roads will also be included in the concession: a) Built by the State and subject to tolls which will revert to the concessionaire: Auto-estrada do Norte: Lisboa-Vila Franca de Xira stretch, with 10.9 km in length; b) Built by the State but not subject to tolls: Auto-estrada do Norte: Carvalhos-santo Ovídio section, with 4,4 km and Lisboa-Alverca section with 13 km; Auto-estrada do Sul: section between the interchange of the highway to Costa da Caparica (south end) and Fogueteiro, with 9 km length; Auto-estrada da Costa do Estoril: Lisboa-Estádio Nacional section, (except for the Duarte Pacheco Viaduct) with 8.1 km in length. Auto-estrada Figueira da Foz -Coimbra (Norte): Figueira da Foz –Santa Eulália Section, with 12 km in length; Auto-estrada Marateca -Caia: Elvas-Caia section, with 19.1 km in length; c) Built by the concessionaire and subject to tolls, to be collected by the concessionaire but reverting to EP — Estradas de Portugal, S. A., only as from the date of entry into operation of respective lane widening and as expressly determined by the Concession Grantor: Auto-estrada Porto-Valença: Águas Santas-Maia sub-section, with 5.3 km in length; Auto-estrada Águas Santas -Amarante: between Águas Santas and Ermesinde intersection, with 3.0 km in length; d) Built by the concessionaire but not subject to tolls: Auto-estrada Porto-Valença: Porto (VCI) / EN12 sub-section, with 1.0 km in length; EN12 — Águas Santas sub-section, with 2.1 km; Braga southern ring road and respective connection to the A3 — in a total length of 3.1 km from the A3 to EN101, EN309 and intersection with EN14. e) Built by the concessionaire and subject to tolls which will revert to the concessionaire: Auto-estrada Porto-Valença: Braga Sul — Celeirós, with 2.2 km; Celeirós — EN14, with 1.0 km. Auto-estrada Setúbal -Montijo: Alto da Guerra Junction, on the N10 to the A12, with 4.3 km; Junction to the Logistics Platform of Lisboa Norte Junction to the Logistics Platform of Poceirão

3 - The motorways referred in paragraphs 1 and 2 hereinabove are divided into the sections and sub-sections as described in table in paragraph 1 of Clause 7. 4 - The lengths of section or sub-section shall be measured according to the motorway axis and determined, as the case may be, under the terms provided in the following paragraphs. 5 - If the section or sub-section is located between other section already built, the following shall apply: a) If comprised between two intersections, its length shall be determined by the distance between the axes of the interchanges of the said intersections; b) If one of its ends begins or ends on a motorway built by the State, its length shall be determined by the distance between the contact section of the two roads and the axis of the interchange on the other end. 6 - If the section or sub-section has no continuity, the following shall apply: a) If one of its ends meets a national road, its length shall be determined by the distance from the line of the edge of the verge of the road which first meets the motorway axis and the axis of the interchange on the other end; b) For as long as the construction of a continuing section or sub-section is not foreseen, its length shall be temporarily determined by the distance between the last motorway cross-section built and entering into operation and the axis of the interchange on the other end. 7 - The layouts of each section and sub-section, as well as respective intersections and links, shall be those described in approved design plans.

2 — Principles governing the concession 1 - The concession for the construction, maintenance and operation of the motorways referred to in Clause 1 is a public works concession. 2 - The object of the concession may be changed pursuant to agreement between the concessionaire and the State. 3 - The concession referred to on this Contract is awarded on an exclusive basis in relation to the motorways forming the object of the contract.

3 - Object of the concession 1 - Besides the motorways referred to in clause 1, all works machinery, equipment and respective fittings used in the operation and maintenance of the motorways referred in paragraphs 1 and 2 of Clause 1, including road links and interchanges and service areas existing along them, as well as the land, toll booths, operating staff premises, offices and other service rooms, any goods connected to the said operation and maintenance that belong to the concessionaire and those representing or resulting of projections for the amortization of other goods not yet replaced or renewed shall be included in the concession. 2 - All assets forming the object of the concession shall revert to the State at the term of the concession.

4 — Nature of the assets subject to concession 1 - Property purchased following expropriation by the concessionaire for the construction, maintenance and operation of motorways shall immediately constitute State property. 2 – The motorway area shall belong to the public domain of the State as from the date it opens to traffic. 3 — The motorway area comprises the following: a) The land it occupies, covering the motorway platform (traffic lanes, lane separator and shoulders), gutters, banks, service paths, intercepting ditches at top and base of slopes, intersections and junctions and land along road rails; b) Bridges and viaducts on motorways and land to install toll plazas, rest and service areas, including existing and future buildings.

5 - Delimitation of the concession 1 - In relation to the motorways subject to concession, the borderlines of the concession shall be established at the end of respective cross sections, as provided in the final layouts of officially approved plans. 2 - At intersections, the limits of the concession shall be determined by the first junction with the national roads to which they connect. 3 - Without prejudice to provision in the previous paragraph, the concessionaire shall bear the costs of maintaining the lighting system, vertical signs and guard-rails of the national road section located in the area of the interchanges, within the limits set forth in respective plans submitted by the concessionaire and duly approved. 4 — On interchanges connecting to different motorway concession, the limit between concessions shall be determined by the entrance cross-section (convergence point) of the slip roads with the main road, except for lighting, the maintenance of which - including the acceleration lane area, shall be provided by the concessionaire holding the slip road. 5 — Road structures on intersections between concessions, both in the current section and in slip roads shall be allocated to the concession responsible for the traffic that uses the structure's carriageway.

6 - Continuity of existing roads 1 - It shall fall to the concessionaire to re-establish existing roads interrupted by the construction of motorways. 2 – In addition, it falls to the concessionaire to build any bridges or viaducts on motorways that may be required for setting up the roads specified in the official plans or projects approved by relevant authorities, at the date of the drawing up of the projects of the motorways subject to concession. 3 - The layout and technical characteristics of these re-established roads shall respect traffic convenience and safety, taking into account estimated traffic volumes for the said roads and respective road framework. 4 - The concessionaire shall be liable for any construction defect or fault that may be detected in re- established roads referred to in paragraph 1 hereinabove up to five years as from the opening to traffic of the motorway sub-section where such defect or fault exists. 5 — The concessionaire shall be exclusively responsible for maintaining the structure, expansion joints and protections of crossovers on the motorways under concession. 6 — The surveillance of the re-established roads and road structures referred in paragraphs 1 and 2 hereinabove does not belong to the concessionaire.

7 - Motorway execution programme 1 - The section and sub-section referred in paragraph 1 have opened or will be open to traffic in the following semesters at the latest:

Sections Subsections Length Operating since (kilometres)

A1 - Auto-Estrada do Norte

Lisboa - Vila Franca de Xira Sacavém-São João da Talha 3,8 1961 São João da Talha-Sta. Iria da Azóia 3,1 1961

Sta. Iria da Azóia-Alverca (A1/A9) 6,1 1961

Alverca (A1/A9)-V.Franca de Xira II 7,0 1961

V.Franca de Xira II-V.Franca de Xira I 3,9 1961

Vila Franca de Xira – Carregado V.Franca de Xira I - Castanheira do Ribatejo (a) 3,9 1977

Castanheira do Ribatejo – Plataforma Logística 1,2 2010 Lisboa Norte (a)

Castanheira do Ribatejo - A1/A10 (a) 0,9 1977 Ligação à Plataforma Logística Lisboa Norte (a) 1,3 2010

A1/A10-Carregado 0,9 1980

Carregado - Leiria Carregado-Aveiras de Cima 15,6 1980

Aveiras de Cima-Cartaxo 11,3 1990

Cartaxo-Santarém 8,0 1990

Santarém-A1/A15 1,3 1990

A1/A15-Torres Novas (A1/A23) 26,9 1990

Torres Novas (A1/A23)-Fátima 20,5 1991

Fátima-Leiria 15,2 1991

Leiria - Coimbra (Norte) Leiria-Pombal 24,0 1991

Pombal-Condeixa 27,8 1991

Condeixa-Coimbra Sul 7,7 1982

Coimbra Sul-Coimbra Norte (A1/A14) 8,3 1982

Coimbra (Norte) - Aveiro (Sul) Coimbra Norte (A1/A14)-Mealhada 11,7 1982

Mealhada-Aveiro Sul 23,6 1997

Aveiro (Sul) - Carvalhos Aveiro Sul-Albergaria (A1/IP5) 14,7 1987

Albergaria (A1/IP5)-Estarreja 10,4 1983

Estarreja-Feira 16,8 1983

Feira-Espinho (IC24) 9,8 1980

Espinho (IC24)-Feiteira 7,3 1980

Feiteira-Carvalhos 1980

Carvalhos - Santo Ovídeo Carvalhos-Jaca 4,4 1963

Jaca-Santo Ovídeo 1963

A2 - Auto-Estrada do Sul

Almada - Fogueteiro Almada-Fogueteiro 9,6 1966

Fogueteiro - Marateca Fogueteiro-Coina 8,9 1978 Coina-Palmela 11,5 1978

Palmela-A2/A12 2,0 1994

A2/A12-Marateca 17,3 1994

Marateca - Grandola (Sul) Marateca-A2/A6/A13 2,3 1995

A2/A6/A13-Alcácer do Sal 24,8 1997

Alcácer do Sal-Grândola Norte 22,6 1998

Grândola Norte-Grândola Sul 15,4 1998

Grândola (Sul) – Paderne (A22) Grândola Sul-Aljustrel 31,5 2001

Aljustrel-Castro Verde 26,8 2001

Castro Verde-Almodôvar 16,8 2002

Almodôvar-S.B.Messines 33,1 2002

S.B.Messines-Paderne (A22) 12,2 2002

A3 - Auto-Estrada Porto/Valença

Porto - Braga (Oeste) Porto (VCI) - EN12 1,0 1989

EN12 - Águas Santas (A3/A4) 2,1 1989

Águas Santas (A3/A4)-Maia 5,3 1989

Maia-Santo Tirso 12,8 1989

Santo Tirso-Famalicão 5,4 1989

Famalicão-Cruz 8,6 1989

Cruz-Braga Sul 7,3 1994

Braga Sul-Braga Poente 4,5 1994

Braga (Oeste) – Valença Braga Poente-EN 201 19,9 1997

EN 201-Ponte de Lima Sul 10,0 1997

Ponte de Lima Sul-Ponte de Lima Norte 0,8 1998

Ponte de Lima Norte-EN 303 20,8 1998

EN 303-Valença 8,0 1998

Braga (Sul) -Circular Sul de Braga Braga Sul-Celeirós 2,2 2003

Celeirós -EN14 1,0 2003

EN14-EN309 1,4 2002

EN309-EN101 1,0 2002

EN101-Circular Sul de Braga 0,7 2002

A4 - Auto-Estrada Porto/Amarante

Águas Santas - Amarante Águas Santas (A4/A3)-Ermesinde 3,0 1990 Ermesinde-Valongo 4,3 1990

Valongo-Campo 5,0 1990

Campo-Baltar 6,4 1991

Baltar-Paredes 5,8 1991

Paredes-Guilhufe 2,6 1991

Guilhufe-Penafiel 2,2 1991

Penafiel-Castelões (A4/IP9) 7,7 1995

Castelões (A4/IP9)-Amarante Poente 12,3 1995

Amarante Poente-Amarante Nascente 0,8 1995

Amarante Nascente-Geraldes 1,2 1995

A5 - Auto-Estrada da Costa do Estoril

Lisboa - Estádio Nacional Viaduto Duarte Pacheco-Cruz das Oliveiras 1,5 1944

Cruz das Oliveiras-Monsanto 1,5 1944

Monsanto-Miraflores (A5/IC17) 1,0 1944

Miraflores (A5/IC17)-Linda-a-Velha 1,4 1944

Linda-a-Velha-Estádio Nacional 2,7 1944

Estádio Nacional - Cascais Estádio Nacional-Oeiras 3,5 1991

Oeiras-Carcavelos 3,4 1991

Carcavelos-Estoril 4,7 1991

Estoril-Alcabideche 3,0 1991

Alcabideche-Alvide 0,8 1991

Alvide-Cascais 1,5 1991

A6 – Auto-Estrada Marateca-Caia

Marateca - Montemor A2/A6/A13-Vendas Novas 19,5 1995

Vendas Novas-Montemor-o-Novo Poente 18,7 1995

Montemor-o-Novo Poente-Montemor-o-Novo 5,5 1995 Nascente

Montemor - Caia Montemor-o-Novo Nascente-Évora Poente 15,2 1998

Évora Poente-Évora Nascente 16,0 1998

Évora Nascente-Extremoz 29,8 1998

Extremoz-Borba 12,0 1999

Borba-Elvas Poente 22,1 1999

Elvas Poente-EN 246 5,3 1998

EN 246-Elvas Central 2,8 1998 Elvas Central-Elvas Nascente 3,9 1998

Elvas Nascente-Caia 5,2 1998

Caia-Fronteira do Caia 1,9 1998

A9 – CREL

Estádio Nacional - Alverca Estádio Nacional (A5/A9)-Queluz 3,4 1994

Queluz-Radial Pontinha 6,0 1995

Radial Pontinha-Radial Odivelas 6,8 1995

Radial Odivelas-A8/A9 3,5 1995

A8/A9-Bucelas (Zambujal) 3,4 1995

Bucelas (Zambujal)-A9/A10 8,3 1995

A9/A10-Alverca 3,0 1995

A10 - Auto-Estrada Bucelas/Carregado/IC3 A9/A10 -Arruda dos Vinhos 6,9 2003

Arruda dos Vinhos -IC11 5,9 2006

IC11-Carregado 5,1 2006

Carregado-Benavente 14,5 2007

Benavente-A10/A13 7,4 2005

A12 – Auto-Estrada Setúbal-Montijo Montijo-Pinhal Novo 10,2 1998

Pinhal Novo-Poceirão (b) 5,6 1998

3,8 Poceirão-Plataforma Logística do Poceirão (b) 2010

Poceirão-Nó da A2/A12 (b) 5,6 1998

Ligação à Plataforma Logística do Poceirão (b) 1,7 2009

A2/A12-Setúbal 5,2 1979

Alto da Guerra (EN10)-A12 4,3 2009

A13 - Auto-Estrada Almeirim/Marateca

Almeirim - IC3 Almeirim-Salvaterra Magos 25,9 2005

Salvaterra Magos-A13/A10 12,4 2005

IC3 - Marateca A13/A10-Sto. Estevão 10,9 2005

Sto. Estevão-Pegões 19,3 2002

Pegões-Marateca 10,2 2002

A14 – Auto-Estrada Figueira da Foz-Coimbra (Norte) Figueira da Foz-Vila Verde 3,2

Vila Verde-Santa Eulália 8,8

Santa Eulália-Montemor-o-Velho 4,8 2001

Montemor-o-Velho-EN335 8,0 2001

EN335-Ançã 9,6 2001

Ançã-Coimbra Norte (A14/A1) 4,4 2002

Coimbra Norte (A14/A1)-Zombaria 1,1 2002

Access to the new airport _ (c)

(a) — These sub-sections will operate on an individual basis following construction by Brisa of the interchange of the A1 to Lisboa Norte Logistics Platform, on a date to be agreed with the State; (b) — These sub-sections will operate on an individual basis following construction by Brisa of the interchange of the A12 to Poceirão Logistics Platform, on a date to be agreed with the State; (c) — Their final length depends on the location of the new airport. 2 —Division into sections or subsections and dates of opening to traffic included in the previous table may be changed as per Council of Ministers resolution, following duly substantiated request made by the concessionaire.

8 - Inclusion into the concession of motorways built by the State 1 - Motorways already built by the State to be included in the concession under the terms of Clause 1 shall be handed over to the concessionaire, along with respective assets, on the date they begin operation or on the date of entry into operation of adjoining motorway sections or sub-sections, except if the concessionaire requests that this handover is made at an earlier date. 2 - The said motorways shall be handed over to the concessionaire 'as is' on the moment of handover; as from that date, the concessionaire shall bear all costs relating to the maintenance and operation of said motorways, including any changes in tolled sections or sub-sections viewing to adjust them to conditions deemed suitable for their operation. 3 - The handover referred herein shall be recorded on certificate and any specifications or drawings deemed necessary to accurately define the boundaries of the land and works handed over to the concessionaire will be attached to the said certificate. 4 - Without prejudice to provision in paragraph 3 hereinabove, the boundaries of the concession areas shall be determined in accordance with criteria set forth in Clause 5.

9 - The Concessionaire 1 - The concessionaire is BRISA – Auto-estradas de Portugal, S.A., without prejudice to provision in paragraph 1 of clause 40. 2 - The concessionaire's corporate object is the construction, maintenance and tolled operation of the motorways and respective service areas pursuant to concession contract, as well as the study and development of social equipment infrastructures. 3 — Without prejudice to provision in the previous paragraph, the concessionaire may develop other related activities to its corporate object, subject to the approval of the Finance Minister and the Minister with tutelage over the road sector. 4 — The request for the development of the activities referred in the previous paragraph must include respective financial and economic projection and a proposal for the sharing of corresponding revenues. 5 – The concessionaire's minimum share capital is 75 (seventy five) million euros. 6 —BRISA — Auto-estradas de Portugal, S. A. shall keep at all times throughout the concession period a shareholding corresponding to at least two thirds of the share capital or voting rights of the entity referred to in paragraph 1 of clause 40, except as provided in the following paragraphs. 7 — The sale or transfer, by any means, of shares or voting rights implying exceeding the limit provided in the previous paragraph or occurring after the said limit was exceeded shall be subject to prior approval by the Concession Grantor. 8 — The entity referred to in paragraph 1 of Clause 40 will inform the Concession Grantor within ten days following notification for the purpose of the registration of any change in share ownership, the said registration being suspended until the Concession Grantor's authorization is obtained. 9 — The entity referred to in paragraph 1 of Clause 40 shall in any circumstances, refuse the registration and not recognize the shareholder capacity of any entity that will purchase or own shares in its share capital in violation to provisions in this Contract, the law or the statutes and any operation, act or fact through which the said entity purchased or owns share in the share capital of the entity referred hereinabove shall be deemed null and void. 10 — For the purposes of paragraphs 6 to 9 of this Clause, shares are any holdings in the share capital of the entity referred to in paragraph 1 of Clause 40, including dematerialized shares and any of type of share described in Chapter III of Title IV of the Commercial Companies Code, approved by Decree-law 262/86, of 2 September. 11 — Approvals by the Concession Grantor, the Minister of Finance and the Minister with tutelage over the road sector provided in this clause shall be deemed tacitly granted if not refused in writing within 60 days following the date of respective request. 12 — The sale or transfer, by any means, of shares or voting rights resulting in the concentration in one single person of a percentage of 10% or more of the share capital or voting rights in the entity referred to in paragraph 1 of Clause 40 or occurring after the said limit was exceeded shall, in any circumstance, be subject to the concession grantor's prior authorization, being therefore subject to the same requirements, formalities and consequences for non compliance provided in paragraphs 8 to 11 hereinabove.

10 – Financing of the concession 1 - The financing required to carry out the object of the concession shall be ensured by the concessionaire and the State, in accordance with provisions in this Contract, the concessionaire being entitled to receive from motorway users any toll amounts collected, the income from the operation of service areas and any other income obtained within the scope of the concession. 2 - The financing sources of the investment to be carried out within the scope of the concession are the following: a) Concessionaire's capital; b) Financial contributions from the State to be granted pursuant to provisions in Clause 24 of this Contract; c) Bank loans and credit to be obtained on the domestic and foreign markets; d) Any other financing sources deemed suitable.

11 - Toll Tariffs 1 – Without prejudice to provision in the following paragraph, vehicle classes for the purposes of applying toll tariffs per motorway kilometre shall be as follows, in ascending order of respective tariff amount:

Class Name

1 Motorcycles and vehicles with height as measured vertically from the first axle below 1.1 m, with or without trailer.

2 Vehicles with two axles and height at first axle equal or above 1.1 m.

3 Vehicles with three axles and height at first axle equal or above 1.1 m.

4 Vehicles with more than three axles and height at first axle equal or above 1.1 m.

2 — Light passenger and mixed vehicles as specified in the Road Code, with two axles, gross weight above 2300 kg and below 3500 kg, five seats or more and height at first axle equal or above 1.1 m and below 1.3 m, provided they do not have four-wheel traction (originally included or insertable), will pay the toll tariff relating to Class 1 when using the automatic payment system. 3 – The relation between tariffs of class 1 and class 4 shall be of 1 to 2.5 at the most. 4 — Under the proposal of the concessionaire and the opinion of the InIR - Instituto de Infraestruturas Rodoviárias, I,P., (Portuguese road authority) the following may be approved for specific sections by joint order issued by the Minister of Finance and the minister with tutelage over the road sector. a) Application of different class schemes than those established in paragraph 1 hereinabove, if duly justified by the specificity of the traffic structure in the said sections; b) Application of a higher tariff relationship than that provided in paragraph 2 hereinabove, duly justified by economic survey.

12 - Toll Tariffs 1 - Toll rates for different vehicle classes set forth in Clause 11 will result from applying toll tariffs to travelled length, plus VAT at the legal rate in force. 2 - The length referred in the previous paragraph will correspond to the length of the current section measured as provided in paragraphs 4 to 6 of Clause 1. 3 – Exceptionally, given the specificity of certain sub-sections, reasons of traffic fluidity may determine that the travel lengths considered for the fixation of toll rates are based on weighted average travels, to be approved by the Ministers of Finance and the Minister with tutelage over the road sector, upon proposal of the concessionaire, subject to the opinion of InIR – Instituto de Infraestruturas Rodoviárias, I.P.. 4 – Toll rates shall be rounded up or down to the closest multiple of € 0.05 or other best suited to the currency system in force. 5 - Rates may vary according to the time of day or to regular and frequent passages in special areas or other circumstances, aiming at providing better service to users and serving the public interest. 6 — In what concerns future sections and sub-sections, the maximum toll rates which the concessionaire is authorized to apply will be based on the Class 1 tariff, determined in accordance with the formula laid down in paragraph 2 of the following clause. 7 — For the purposes of the previous paragraph, the reference tariff provided in the formula laid down in paragraph 2 of the Clause 13 as of December 2006 is of € 0.06671.

13 – Revision of Toll Tariffs 1 — The concessionaire may revise toll rates on the first month of each calendar year. 2 — The maximum tariff revision allowed will be determined as follows: td (1) = tv (1) × IPC (p) IPC (p − n) where: td (1) — maximum admissible date for the revised tariff per sub-section, for vehicle class 1; tv (1) — tariff rate in force per subsection or reference tariff in case of future sections, for vehicle class 1; IPC (p) — latest consumer price index (except housing) released for Continental Portugal; p — month to which the latest released index refers; n — number of months elapsed since the date of the last tariff revision, or December 2006 for future sections, and the date intended for the entry into force of the new tariff; IPC (p) — latest consumer price index (except housing) released for Continental Portugal, relating to month (p – n ); 3 — Up to the 15 th of November of each year, the concessionaire will inform InIR - Instituto de Infraestruturas Rodoviárias, I,P. and Inspecção Geral de Finanças (finance authority) of the revised toll rates to be applied in the following year, as well as the calculations on which they are based. 4 — With regard to tariff rates to apply to future sections or sub-sections, the communication referred in the previous paragraph will be made up to 60 days prior to the date foreseen for their entry into force. 5 — In case the toll rates notified under the terms of the previous paragraphs fail to translate a correct application of the formula set forth in paragraph 2 hereinabove, the State will inform the concessionaire thereon within 30 days from reception of the said notice, specifying the maximum tariff rates allowed to apply. 6 – Toll rates which the concessionaire is authorized to apply shall remain in force up to the first revision to be performed in accordance with provisions in this Contract. 7 - Whenever due to disadjustments occurred in factors that make up the financial equilibrium of the concession or the general price system or due to other unpredictable variables, the concessionaire should want to revise tariffs to amounts exceeding those resulting from the application of the rules provided hereinabove, it will submit proposal to this end to InIR – Instituto de Infraestruturas Rodoviárias, I.P. and Inspecção-Geral de Finanças, at least 60 days prior to the date intended for the entry into force of the new tariff rates. 8 — As from the tariff rate revision relating to 2012 (inclusive), whenever this revision is made for an amount above 90% of the CPI, Brisa will surrender to EP — Estradas de Portugal, S. A., an annual amount equal to 85% of the exceeding amount. 9 — The amounts referred in the previous paragraph and those referred to in sub-paragraph c) of paragraph 2 of clause 1 will be paid to EP – Estradas de Portugal, S.A. by Brisa — Auto-estradas de Portugal, S. A., on a quarterly basis. 10 — Exceptionally, the State may take the initiative to propose to the concessionaire that the change in tariffs and toll rates is made subject to different criteria than those set forth in the concession contract. 11 — Toll rates applicable at any time must be publicized.

14 - Toll collecting 1 - It falls to the concessionaire to organize the toll collection service so that it may be performed as efficiently and safely as possible and causing the minimum inconvenience and time loss to motorway users. 2 — The electronic toll collection system must allow interoperability between different systems currently in use in national concessions and must comply with provision in Directive 2004/52/CE of the European Parliament and Council dated 29 April 2004, relating to the interoperability of road toll collection systems with the Community. 3 — Toll payment means must obligatorily include manual and automatic payment lines compatible with payment systems in force in the national network under concession or others which the Concession Grantor may authorize.

15 – On the non payment of tolls 1 — The non payment or vitiated payment of toll rates due in motorway sections and bridges included in the concession will constitute administrative offence subject to penalty under the terms of law 25/2006 of 30 June as amended. 2 — The product of the penalties applied to users under the terms of this clause will be distributed pursuant to article 17 of Law 25/2006, of 30 June where the service operator referred is the concessionaire. 3 — The concessionaire may request directly to Instituto dos Registos e Notariado, I.P. (national vehicle registry) or to police authorities (Polícia de Segurança Pública or Guarda Nacional Republicana) the identification of the owner, purchaser, beneficiary or lessor of any vehicle based on respective number plate, as registered on the terminal data base of the Vehicle Registry Office. 4 — The concessionaire will on a quarterly basis deliver to InIR - Instituto de Infraestruturas Rodoviárias, I,P. by transfer to this entity's account, the amounts of the penalties collected due to the latter.

16 - Toll Exemptions 1 – The following are exempt from toll payment: a) Official vehicles allocated to the following entities: The President of the Republic The President of Parliament; Members of the Government; The President of the Constitutional Court; The President of the Supreme Court of Justice; The President of the Supreme Administrative Court; The President of the Court of Accounts; The General-Attorney; b) Police vehicles (GNR, PSP and Traffic Brigade); c) Fireman vehicles, ambulances and other emergency vehicles, when duly identified; d) Armed forces and safety vehicles, when in convoy; e) Concessionaire's vehicles or those that may be considered within the scope of its activity or in service; f) Vehicles allocated to InIR - Instituto de Infraestruturas Rodoviárias, I,P. and the General Finance Ministry Inspectorate, within the scope of their control duties. 2 - Vehicles referred in the previous paragraph, except for those referred in sub-paragraphs c) and d) shall travel with respective exemption certificates issued by the concessionaire, upon request. 3 - Exemption certificates shall be valid for renewable periods of 2 years. 4 - The concessionaire may request to the Concession Grantor the attribution of toll exemptions other than those provided in paragraph 1 hereinabove, for reasons relating to the operation of the motorways.

17 — Surety Bond 1 - Viewing to secure the full and timely compliance with the obligations deriving from this contract, the concessionaire shall provide to the State a surety bond in the minimum amount of 53 900 000 euros. 2 - The amount referred in paragraph 1 hereinabove will be increased annually, based on the CPI released for the previous year added of an amount equivalent to 1% of the reversible tangible assets corresponding to the sections or subsections that started operating the previous year, as recorded in the balance sheet relating to the accounts of the said year. 3 - The increase referred in paragraph 2 hereinabove shall be settled in the following month to the approval of the balance sheet referred therein. 4 - Without prejudice to provisions in paragraphs above, in the last two years of the concession period, the Concession Grantor may require the concessionaire to increase the amount of the surety bond, viewing to fully ensure compliance with provisions in the final part of paragraph 1 of clause 39. 5 - The State may use the surety bond whenever the concessionaire fails to pay the penalties as provided in clause 41 or whenever necessary, pursuant to provisions in paragraph 6 of the said clause. 6 - The concessionaire shall return the amount of the surety bond used within one month following the date of use. 7 – The surety bond will be provided in favour of the Portuguese State, by means of deposit with Caixa Geral de Depósitos, Crédito e Previdência, in cash or securities issued or guaranteed by the State, or bank guarantee or insurance bond. 8 - The terms and conditions for the replacement of the surety bond or issuing or depositary entities as well as any subsequent changes, namely its annulment or reduction shall be subject to the prior authorization of the Finance Minister and the Minister with tutelage over the road sector, by means of joint order. 9 – Whenever the deposit is made in securities, these shall be valued at respective market value; whenever the average price of the securities on the Lisbon Stock Exchange falls by more than 10% over the last months, the concessionaire shall restore the amount of the surety bond referred hereinabove. 10 – The concessionaire may withdraw the surety bond within one year as from the term of the concession. 11 - The concessionaire shall bear all expenses arising from the provision of the surety bond.

18 - Drawing up of studies 1 — As far as the works covered by the concession are concerned, the concessionaire will carry out at its own expense, respective studies and design plans, which must comply with legal rules and regulations in force, namely those issued by InIR — Instituto de Infraestruturas Rodoviárias, I. P., as well as the general rules relating to traffic quality, safety, comfort and economy. 2 — In omitted cases, in the absence of agreement between the concessionaire and InIR - Instituto de Infraestruturas Rodoviárias, I.P. the rules in force in the European Union shall apply, namely those provided by Service d'Etudes Techniques des Routes et Autoroutes (SETRA). 3 — Design plans, subject to reviewed opinion, will be drawn up based on feasibility studies for road layout to be provided by InIR - Instituto de Infraestruturas Rodoviárias, I.P., if any, and must be submitted as preliminary study, base project and execution project, although the base project phase may be waived whenever the concessionaire deems there are technical reasons justifying such option. 4 - The layout plans of the motorways defined in the design projects, including interchanges and service areas, shall be explained in detail and shall take into consideration access roads to surrounding areas and natural resources, as well as the environmental issues they may raise. 5 — Road layouts, junctions and intersections and service areas must comply with rules and principles set forth in regional land development plans, special land development plans, municipal land development plans as well as legal rules laid down for national agriculture and ecological reserves. 6 — Preliminary layout studies must be submitted jointly with environmental impact assessments to InIR - Instituto de Infraestruturas Rodoviárias, I.P. following analysis of the environmental impact assessment to be carried out, pursuant to the law, by the Ministry for the Environment. 7 — Preliminary plans of special engineering structures will be submitted to InIR — Instituto de Infraestruturas Rodoviárias, I. P., for approval. 8 — Following approval of the preliminary study, the concessionaire must request to the concession grantor via InIR - Instituto de Infraestruturas Rodoviárias, I.P. the establishment of a prohibition to build area within the limits provided by law, which must be published in the Official Gazette ( Diário da República ). 9 — Execution plans, divided into general works plans, current engineering structures plans and special engineering structures plans environmentally approved under the relevant law, will be submitted for approval to InIR — Instituto de Infraestruturas Rodoviárias, I. P., before the execution of the works. 10 — It falls to the concessionaire with the collaboration of InIR — Instituto de Infraestruturas Rodoviárias, I.P. to establish contacts with local councils and other public entities viewing to allow the approval of specific aspects of the projects, namely those involving natural resources, the National Agricultural Reserve and environmental issues.

19 - Project criteria 1 — In case new preliminary projects are drawn up, they must be submitted to InIR divided into the following separate instalments: a) Summarized volume of general presentation of the Section or Subsection, including an estimate of respective expenditure; b) Updated traffic study, justifying the size of the current section, junctions of interchanges, connections to surrounding roads, intersections, paving and toll plazas; c) geotechnical-geological study jointly with detailed geotechnical prospecting programme for the next phases of the project; d) General volume containing the geometries proposed for the various layout solutions, including interchanges and reconnections, drainage, paving, signing and safety, landscape insertion, toll plazas and other auxiliary facilities; e) Current engineering structures; f) Special engineering structures; g) Tunnels; h) Service and rest areas and assistance and maintenance centre; i) Road safety audit to the project. 2 — Environmental Impact Assessments must comply with national and community legislation in this regard, namely Council Directive 97/11/CE, dated 3 March 1997 and Decree-law 69/2000, of 3 May, planning, identifying and evaluating potential impacts resulting from construction and operation phases, presenting corresponding mitigating and compensatory measures and monitoring systems for the effective control of the said measures, as well as any monitoring plans deemed necessary. 3 — Environmental Impact Assessments are submitted jointly with preliminary studies and projects to InIR as licensing entity, which will send them to the Ministry with tutelage over the Environment for environmental assessment, in accordance with the law in force, without prejudice to the applicant's position attributed to the concessionaire, as provided by law. 4 — Each execution project must be submitted to InIR divided into the following separate instalments and in the number of copies referred hereinbelow: a) Summarized volume of general presentation of the Section or Subsection (three copies); b) Site location and topographic support (one copy); c) geological and geotechnical study (two copies); d) General layout (three copies plus one copy for each Municipal Council affected by the project); e) Interchanges (three copies plus one copy for each Municipal Council affected by the project); f) Re-established roads, easements and parallel roads (three copies plus one copy for each Municipal Council affected by the project); g) Drainage (three copies); h) Paving (two copies); i) Landscape integration (two copies); j) Safety equipment (two copies); k) Signing (three copies); l) Toll plazas (two copies); m) Emergency posts system (two copies); n) Lighting (two copies); o) Fences (one copy); p) Affected services (one copy); q) Current engineering structures; r) Special engineering structures (two copies); s) Tunnels (two copies); t) Assistance and maintenance centre (two copies); u) Rest and Service Areas (two copies); v) Complementary projects (two copies); w) Expropriations (three copies); x) Road safety audit to the project (two copies). 5 - Studies and projects, in their various phases, will be submitted to InIR, subject to revision opinion. 6 - Studies and projects of environmental nature will be submitted under the terms of the relevant environmental law, in digital format to be viewed and consulted on computer. 7 — A copy of each documentation referred in paragraphs 4 to 6 will be in digital format, namely CD - ROM, using the following software applications: a) Text — Microsoft Word, saved in standard format; b) Tables and worksheets — Microsoft Excel, saved in standard format; c) Drawings — DXF or DWG format. 8 - In case the concessionaire intends to use different or alternative applications to those referred in the previous paragraph, it will notify InIR thereon and provide respective software to InIR. 9 - Motorway design projects must comply with the technical characteristics set forth in the project specifications in force in the sector, taking into account a base speed of 120 km/h to 140 km/h, without prejudice to provision in the following paragraph: 10 - In particularly difficult areas due to topographic or urban development reasons, a design speed of 100 km/h and different technical characteristics to those referred above may be adopted, upon proposal of the concessionaire, which must be duly substantiated. 11 - Motorway pavement will comply with specifications in force, including a durability of at least ten years without intervention works and continuous road traffic, without prejudice to any adjustments that may be required stemming from traffic evolution and results of pavement monitoring carried out. 12 - The restoring or establishment of roads referred in paragraphs 1 and 2 of Clause 6 will be performed with a cross section complying with legal and regulatory rules in force; corresponding road related structures must continue the carriageways, safety equipment and separator, if any, of respective road and have on each side of the road, edgings the width of which will depend on the characteristics of the said roads. 13 - Technical characteristics must take into account the AADT foreseen for the design year, which is the twentieth year following the first opening to traffic of the Section or Subsection. 14 - In relation to auxiliary and complementary works to be included in the projects and carried out by the concessionaire, the latter shall take the following into account: a) Fences. —Fencing along the whole length of the motorway is required, using the type of fences suited to surrounding occupation existing at the time of approval of the project for the sub-section. Crossovers where pedestrian traffic is exclusive or important will also be side fenced along their whole length. b) Signing. — Horizontal and vertical signs, required for appropriate traffic guiding, management and safety shall be installed, subject to legal rules in force, the Road Code and Traffic Signing Regulations. c) Safety equipment; — Safety barriers and other safety equipment shall be installed subject to the rules in force in the sector. d) Insertion into the surrounding environment; — The insertion of the motorway into the landscape and the region it crosses shall be subject to specialized projects contemplating the implantation of the layout, modulation of slopes and pavement of both slopes, edges, separator and Service Areas. e) Lighting - Interchanges, including areas intersecting with the surrounding road network, toll plazas and rest and Service Areas shall be illuminated, as well as bridges with specific size and tunnels. f) Telecommunications. — Piping infrastructure to install shall have the following configuration: 3 pipes of 110 mm Ø and 3 tri –pipes of 40 mm Ø. The concessionaire shall use one of the pipes and one of the tri- pipes for the purposes referred in sub-paragraph i) of paragraph 1 of sub-paragraph f) of this paragraph 32.5. g) Environmental quality; — Building solutions compatible with environmental protection laws are required. h) Road safety audit to the project. — Studies and plans to be submitted by the concessionaire must include a road safety audit carried out by an independent agency, under the terms specified in the Application Manual for National Road Projects of the National Laboratory for Civil Engineering. 15 - The concessionaire may propose technical solutions for phasing out the construction of toll plazas in accordance with the technological evolution of collection systems. 16 - Adequate devices shall be set up wherever deemed convenient along and throughout motorways, including related structures, viewing the future installation of electric and telecommunications cables and other, without affecting the road structure or pavement.

20 - Study elements to be provided to the concessionaire 1 - At the request of the concessionaire, the State shall provide to the latter free of charge all study elements that it may hold, including reconnaissances, preliminary projects, base or execution projects, environmental impact assessments, traffic assessments and others that may be relevant for the object of the concession. 2 - These elements shall not constitute an obligation of the concessionaire nor an engagement for the State, it falling to the concessionaire to submit and carry out any changes it may deem suitable, under the terms provided in Clause 18 viewing to fully meet the object of the concession.

21 - Study presentation and approval programme 1 - Viewing to comply with the scheduled plan for the opening to traffic of motorway sub-sections as referred in clause 7, the concessionaire shall submit to the minister with tutelage over the road sector within 30 days as from the entry into force of the law approving the concession bases for the construction, maintenance and operation of motorways to be entered with BRISA, a schedule for the presentation of preliminary studies and respective environmental impact assessments and respective approval by the State. 2 - Compliance with the schedule referred in the previous paragraph assumes that the approval of documents subject to approval will take place within no more than 60 days after they are submitted; in what concerns studies and projects subject to environmental assessment procedures, the period of approval referred above will start as from the issuing of respective environmental opinion by the environmental authority (AIA). 3 – The studies and projects referred in paragraph 2 hereinabove shall be deemed tacitly approved if no decision is rendered by the end of the said terms. 4 — Base projects - without prejudice to provision in paragraph 5 of clause 18, execution projects and the final environmental impact report shall comply with any corrections or changes decided by InIR - Instituto de Infraestruturas Rodoviárias, I.P. following its assessment and approval of the preliminary studies for the works, taking into consideration any recommendations arising out of the environmental impact assessment. 5 – The programme mentioned in paragraph 1 of this Clause assumes that the required statement of eminent domain of expropriations will be published in the Official Gazette within 60 days following the delivery by the concessionaire to InIR – Instituto de Infraestruturas Rodoviárias, I.P. for approval, of respective land plans, drawn up in compliance with the execution project. 6 – In the event of changes in circumstances, which must be duly substantiated and subject to the agreement of the minister with tutelage over the road sector, adjustments deemed convenient may be introduced to the schedule and programme referred in paragraph 1 of this clause.

22 — Expropriations 1 - It shall fall to the concessionaire as expropriating entity acting on behalf of the State, to undertake the land expropriations required for the construction of the motorways subject to the concession, in compliance with the parcelling plans approved by InIR – Instituto de Infraestruturas Rodoviárias, I.P.. 2 — The expropriations referred in the previous paragraph are considered of urgent public utility, being subject to the law on expropriations in force, namely the Expropriations Code. 3 – Before the execution of the expropriations, the concessionaire shall submit to InIR – Instituto de Infraestruturas, I.P. a list of unit values for the land according to the various types of use or occupation concerning each sub-section, the approval of which shall occur within 30 days, at the end of which these values will be deemed tacitly approved. 4 – The concessionaire shall inform the State supervision authority on the expropriations carried out amicably, by means of half-year reports identifying the plots of land and respective purchase values, as well as those subject to administrative ownership mechanisms. 5 — Authorization for the sale of non used areas, according to the conditions provided in the Expropriations Code shall fall to the minister with tutelage over the road sector, and the amounts obtained from the said sale will revert to the National Treasury. 6 - Whenever it becomes necessary for the object of the concession agreement to carry out expropriations to maintain any rights of third parties in the establishment or re-establishment of networks or any type of roads, such expropriations shall be subject to legal provisions applicable to expropriations subject to concession; however, respective property may not necessarily be integrated into State property.

23 - Execution of the works 1 - The execution of the works shall be preceded by tender to be launched by the concessionaire, though it may be waived by the minister with tutelage over the road sector at the concessionaire's request, under the terms of the relevant law. 2 – The launching of tenders for the awarding of construction contracts for works included in the object of the concession shall be the concessionaire's responsibility; however they cannot be launched before respective execution projects are approved. 4 — The concessionaire shall deliver to InIR - Instituto de Infraestruturas Rodoviárias, I.P. on a quarterly basis, a report on the development of the contract works for each section or sub-section over the last three months. 4 - All works shall be carried out using materials of good quality and in perfect conditions, according to engineering rules, pursuant to legal and regulatory conditions in force and in accordance with the usual characteristics of the type of works required for object of the concession. 5 - In the absence or in case of insufficient relevant legal or regulatory rules, similar recommendations followed in other countries shall apply, subject to the approval of the InIR – Instituto de Infraestruturas Rodoviárias, I.P.

24 - Increase in the number of lanes in motorways 1 - The concessionaire undertakes to increase the number of lanes in the motorways referred in paragraph 1 of Clause 1, except in cases where based on duly substantiated reasons, more extended terms to be proposed by the concessionaire are justified, under the following terms: a) In sections with four lanes, an additional lane in each direction, which must begin operation two years following the year average daily traffic per year reaches 35,000 vehicles; b) In sections with six lanes, an additional lane in each direction, which must begin operation two years following the year average daily traffic per year reaches 60,000 vehicles; 2 — In view of existent installed capacity, provision in sub-paragraph b) of the previous paragraph shall not apply to the A1 motorway - Alverca -Vila Franca de Xira and Vila Franca de Xira — Carregado, and provision in the previous paragraph is only applicable to the section of the A12 between Setúbal and respective connection to Alto da Guerra on the EN10 when the sum of the average daily traffic per year on both lanes will reach 60 000 vehicles; construction of an additional lane in each direction will then be required, which must begin operation within two years following the year the said number is reached. 3 - The concessionaire undertakes to increase the number of lanes in existing motorways subject to the following schedule provided the traffic figures referred in paragraph 1 occur in the second year prior to the year referred in the following table, as applicable: Sub-section – Beginning of operation

A1 — Carvalhos -Santo Ovídio ...... 2nd semester 2011 A3 -Maia -Santo Tirso ...... 1 st semester 2011 A3 -Santo Tirso -Famalicão...... 2 nd semester 2013 A4 -Águas Santas -Ermesinde ...... 2 nd semester 2012 A4 -Ermesinde -Campo ...... 1 st semester 2015 A5 -Estádio -Carcavelos ...... 1st semester 2012

4 - The concessionaire further undertakes to increase the number of motorway lanes on dates to be agreed with the Finance Minister and the minister with tutelage of the road sector, in the following sections: a) A2 — Almada — Fogueteiro b) A 6 — Elvas — Caia; c) A 14 — Figueira da Foz — Santa Eulália. 5 – Whenever reasons of technical and financial nature should not advise the application of provisions set forth sub-paragraph b) of paragraph 1 of this clause in what concerns any of the sub-sections under concession, upon duly substantiated proposal submitted by the concessionaire, instead of additional lanes the Government may authorize by decree-law, the construction of new tolled motorways that must constitute traffic flowing alternatives for the said sub-sections. 6 –The Decree-law referred in paragraph 5 hereinabove shall set forth the deadlines for the beginning of operation of the new motorways authorized therein, taking into consideration the opinion of InIR – Instituto de Infraestruturas Rodoviárias, I.P. and the concessionaire. 7 – The execution of the works referred in this clause will not receive financial aid from the State as from July 1, 1997, except for: a) the increase in the number of lanes in motorways provided in paragraph 4 hereinabove, which will be fully subsidized; b) new motorways referred in paragraph 5 of this clause, which will be subsidized under conditions to be agreed between the parties.

25 - Damages caused to roads 1 - The concessionaire shall bear all costs incurred with the repair of damages which are duly shown to have been caused to any roads as result of works under its responsibility; to this purpose, it will submit to InIR - Instituto de Infraestruturas Rodoviárias, I.P. at the beginning of the works, the chart of works-related travels foreseen for the national and municipal road networks. 2 - However, the concessionaire may ascribe the responsibility referred in the previous paragraph to the contractors executing the works pursuant to respective contract, without this implying any change in the concessionaire's contractual position in relation to the concession grantor.

26 — Beginning of operation of motorways 1 - Immediately following the conclusion of the works required for the beginning of operation of each motorway section or sub-section, a final inspection by representatives of the InIR – Instituto de Infraestruturas Rodoviárias, I.P. and the concessionaire shall be carried out at the concessionaire's request, following which the respective certificate shall be issued. 2 - Works required for the beginning of operation of each motorway section or sub-section shall be those relating to pavement, road related structures, vertical and horizontal signs, safety equipment and equipment required for environmental protection, as well as those requiring the permanence of work vehicles on carriageways. 3 — The opening to traffic of each section or sub-section of the motorways shall only occur if accessibility conditions to the existing network as provided in the works project are established. 4 - In case the said inspection approves the beginning of operation of the section or sub-section of the motorway concerned, its opening shall be authorized by order of the minister with tutelage over the road sector, without prejudice to the execution of any finishing or improvement works that may be necessary and which shall be subject to inspection, to be carried out in due time. 5 – Within one year following the handover certificate relating to the beginning of operation of each motorway section or sub-section, the concessionaire shall provide to InIR – Instituto de Infraestruturas Rodoviárias, I.P. a copy (in reproducible material or digital format) of the final design drawings and specifications of constructed works.

27 - Special powers of the concession grantor 1 – The concession grantor, through the Ministry with tutelage over the road sector may order the concessionaire to change the technical characteristics specified in clause 19 of this contract. 2 – The concession grantor, through the ministry with tutelage over the road sector and the approval of the Finance Ministry may order the concessionaire to change the works performed. 3 – If the concessionaire provides evidence of damages suffered as result of the changes referred in previous paragraph, it shall be entitled to an indemnity to be established by agreement with the concession grantor, through the minister with tutelage over the road sector and the Finance Minister. 4 – InIR – Instituto de Infraestuturas Rodoviárias, I.P. as supervision authority, may intervene at any moment, from design and project phases to operation and maintenance phases, ordering the verification of execution deficiencies or non compliance with requirements, determining changes and improvements, within the terms and conditions it deems more suitable.

28 - Changes in works carried out and beginning of operation of additional facilities, at the concessionaire's request 1 - Subject to the authorization of the Ministry with tutelage over the road sector, the concessionaire may introduce changes in the works carried out as well as set up additional facilities provided such changes will not alter the essence of the concession. 2 - Additional facilities shall mean those that although not specifically referred in this agreement, may improve the level of service and be in the users' or the operation's best interests. 3 — The concessionaire's request for the changes in works carried out or for the setting up and installation of additional facilities submitted after December 31, 2008 must include respective economic and financial projection and a proposal for the sharing of corresponding revenues with the concession grantor.

29 - Demarcation of land and respective land plan 1 - The concessionaire shall at its own cost, contradictorily to neighbouring landowners and in the presence of a representative of the InIR – Instituto de Infraestruturas Rodoviárias, I.P. that will draw up respective certificate, undertake the demarcation of the land forming an integral part of the concession and it shall subsequently undertake the respective survey for the cadastral map at a scale over 1:2000, identifying the land included in the concession, surplus areas and remaining land. 2 - The said demarcation and respective plan shall be completed within one year as from the date of the handover certificate relating to each motorway section or sub-section. 3 — The demarcation of public domain will be made by means of landmarks according to specifications for property demarcation provided in Order 63/MPAT/95. 4 – The land plan referred in paragraph 1 hereinabove will be corrected according to said specifications whenever the land or facilities are subject to changes, within the period set forth by the InIR. 5 — Expropriation proceedings will be organized by reference to DUP, respective plan and parcelling plan, in digital format. 6 — It falls to the concessionaire to preserve the integrity of expropriated property, under the terms of Decree-law of 7 August.

30 - Motorway maintenance 1 - The concessionaire shall maintain the motorways under concession in good repair and perfect using conditions, undertaking whenever necessary, any works required for the motorways to fully and permanently meet the purposes which they serve, complying with quality standards that best meet users' rights. 2 - Provisions in paragraph above shall also apply to road links, intersections and rest and service areas, in accordance with provisions in paragraph 3 of Clause 5. 3 - The maintenance and operation conditions of motorways, road links, intersections and service areas shall be verified on a regular basis by the supervising agents of the concession grantor, it falling to the concessionaire to carry out any repairs or improvements deemed necessary for the purposes referred in paragraph 1 hereinabove, within the periods set forth. 4 — The concessionaire will submit to InIR for appreciation within 180 days from the date of publishing of the new Concession Bases, a Quality Control Plan that must include the performance indicators that it intends to follow. 5 — The Quality Control Plan shall be deemed tacitly approved by InIR if not rejected in writing within 60 days from the date it was submitted by the concessionaire. 6 — The Quality Control Plan will set forth the criteria to be complied with, the periodicity according to which they will be verified and respective reports submitted to InIR, minimum standards to comply with and type of replacement operation, namely as concerns the following: a) Pavement (flexible, rigid and semi rigid); b) Current engineering structures; c) Special engineering structures; d) Tunnels; e) Drainage; f) Safety equipment; g) Signing; h) Landscape insertion; i) Lighting. j) Telecommunications. 7 — The Quality Control Plan can only be altered with the concession grantor's authorization, which will be deemed tacitly granted if not refused in writing within 60 days after it was requested. 8 — The concessionaire shall maintain the equipment in good repair and perfect using conditions. 9 — The concessionaire undertakes to draw up and comply with a Motorway Operation and Maintenance Manual that it will submit to the concession grantor's approval within 180 days as from the date of publishing of the new Concession Bases. 10 — The Maintenance and Operation Manual shall be deemed tacitly approved by InIR if not rejected in writing within 60 days from the date it was submitted by the concessionaire. 11 — The Maintenance and Operation Manual shall establish the rules, principles and procedures to be followed for the operation and maintenance of the concession, namely: a) Operation of the traffic counting and classing equipment; b) Operation of toll plazas; c) Information and rules of behaviour towards users; d) Rules to be followed during traffic restrictions on motorways; e) Safety of users and facilities; f) Operation of control and help services, including rates to be charged to users and revision methods; g) Environmental control and monitoring; h) Statistics; i) Service areas j) Tunnels. 12 — The Maintenance and Operation Manual can only be altered with the concession grantor's authorization, which will be deemed tacitly granted if not refused in writing within 30 days after it was requested. 13 — Except for current or urgent maintenance and repair works, the concessionaire must inform users and the concession grantor with due notice, on the performance of works affecting traffic conditions, namely those reducing the number of operating lanes or requiring traffic deviations. The information referred in paragraph hereinabove shall be provided by means of adequate signing on the road network served by the concession, including prior advertisement in major national newspaper if the volume of the works and respective impact on traffic should recommend it. 14 — All intervention works carried out by the concessionaire pursuant to paragraphs hereinabove requiring traffic deviations or changes in traffic, namely reduction in the number of lanes opened to traffic shall be notified to InIR — Instituto de Infraestruturas Rodoviárias, I.P., in quarterly reports and shall be optimized in terms of duration period and frequency. 15 — The concessionaire must inform users and the concession grantor with due notice, on the performance of works affecting normal traffic conditions on motorways, namely those reducing the number of operating lanes or requiring traffic deviations. The information referred in paragraph hereinabove shall be provided by means of adequate signing on the road network served by the concession, including prior advertisement in major national newspaper if the volume of the works and respective impact on traffic should recommend it.

31 - Service areas 1 - Service areas are public facilities located adjacent to motorways, including fuel stations, restaurants and motels. 2 - Service areas to be set up by the concessionaire along motorways shall be fully satisfactory in terms of safety, hygiene and health as well as carefully inserted into the landscape in terms of volumetry, architectural design and type of vegetation used and they shall provide quality, comfortable, safe, quick and efficient service to respective users. 3 — The location and characteristics of Service Areas to set up on motorways to be built by the concessionaire must comply with the relevant law, namely Ministerial Order 75 -A/94 of 14 May and Decree- law 261/2002 of 23 November. 4 - Service areas must include pleasant rest areas with good hygiene and health conditions and fuel and lubricant filling stations. 5 — Design projects of service areas shall specify all infrastructures and premises they will include, according to plan to be submitted by the concessionaire to the concession grantor for approval; respective construction must be carried out in such a way as to allow service areas to be operating within no more than six months following the opening to traffic of the sub-sections where they are located. 6 — The location of service areas must be included in the preliminary plans for the sections they concern and the distance between them must not exceed 50km. 7 — The concessionaire shall submit to the concession grantor the design plans for service areas and respective execution programme, under the terms of paragraph 4 of clause 19. 8 - The concessionaire shall be exclusively responsible for the construction and operation of Service Areas. 9 - The concessionaire cannot sub-contract or in any other way contract to third parties the operation of Service Areas or part of them without the concession grantor's prior approval. 10 — In all contracts to be entered with third parties, the concessionaire must always reserve itself the right to intervene in any situation likely to affect the full compliance with its obligations pursuant to the concession contract. 11 – In the event of rescission of the concession, the State will respect the rights emerging from contracts entered by the concessionaire with third parties for the construction and operation of service areas.

32 - Other infrastructures 1 – Subject to authorization of the Finance Minister and the Minister with tutelage over the road sector, in relation to infrastructures or auxiliary works undertaken or to undertake, required by or included in the concession, the concessionaire may assign to third parties the installation and/or operation of infrastructures for different purposes than that of the concession, namely telecommunications infrastructures, without prejudice to the rights of the concession grantor under the terms of clauses 39, 40, 42 and 43. 2 – Provision in paragraph 10 of Clause 31 shall apply as well as paragraph 11 of the same clause until the end of the concession.

33 - Obligations and rights of motorway users and adjoining landowners 1 – The rights and obligations of motorway users and adjoining landowners, in what concerns motorway patrolling, are those set forth in the National Road Statute approved and other relevant legal and regulatory provisions. 2 - The concessionaire shall collaborate with the InIR – Instituto de Infraestruturas Rodoviárias, I.P., reporting any violation of provisions in the National Road Statute and other legal provisions by adjoining land owners. 3 — The concessionaire must previously inform users with due notice, on the performance of works affecting normal traffic conditions on motorways, namely those reducing the number of operating lanes or deviating traffic. 4 — The information referred in the previous paragraph must be displayed on the motorway network and must provide itinerary options to users. 5 — Paragraph 3 hereinabove does not include emergency actions affecting normal traffic conditions, caused namely by the occurrence of accidents or other unpredictable or contingent facts.

34 - Traffic maintenance and discipline 1 - Motorway traffic shall be subject to provisions set forth in traffic regulations ("Código da Estrada") and relevant legal and regulatory rules. 2 - Except in cases of force majeure, the concessionaire shall ensure good and safe traffic conditions at all times on any tolled and non tolled motorway it maintains and operates. 3 — The concessionaire shall study and implement mechanisms to ensure traffic monitoring and accident surveillance to systematically alert and inform its motorway users whenever necessary, this in coordination with actions carried out in the remaining national road network, particularly in the metropolitan areas of Lisbon and Oporto. 4 - The concessionaire shall also comply with all measures enforced by traffic authorities in cases of intense traffic viewing to make the best use of the network, without this giving rise to any compensation.

35 - Roadside assistance 1 - The concessionaire shall provide assistance to users of the motorways under concession, including traffic patrolling. 2 — The assistance to be provided to users under the terms of the previous paragraph will include assistance to persons and vehicles; to this end, the concessionaire shall install a telecommunications and SOS network along and throughout motorways and set up a service intended to call emergency means in case of accident and roadside assistance to vehicles. 3 — The service referred in paragraph 2 hereinabove will operate from assistance and maintenance centres which the concessionaire shall establish, which will also include the facilities required for motorway maintenance, operation and patrolling services. 4 — The concessionaire may directly or through third parties, charge users for the assistance services provided, in the amounts and subject to the revision criteria laid down in the Maintenance and Operation Manual. 5 - The operation of emergency services shall comply with the rules and procedures laid down in the Maintenance and Operation Manual.

36 – Users claims 1 - The concessionaire shall maintain claim registers for motorway users, available at toll plazas, which will be checked by InIR – Instituto de Infraestruturas Rodoviárias, I.P. on a regular basis. 4 — The concessionaire will send to InIR - Instituto de Infraestruturas Rodoviárias, I.P. any claims made along with the answers provided to users and the results of respective investigation, if any. . 37 - Traffic control, monitoring and statistics 1 — The concessionaire shall install a traffic monitoring and control system, including a number of sub- systems providing traffic monitoring in real time and the possibility of providing information to users about traffic conditions on the motorways under concession. 2 — The traffic monitoring and control system shall include at least the following sub-systems, operating in a coordinated way: a) electronic road surveillance that must contribute to a correct and efficient tactical management of traffic; b) Control of Variable Message Signs (VMSs). 3 — Besides the systems and sub-systems referred in the previous paragraph, the concessionaire shall install the following systems: a) Application providing an overall view of the network under concession and a schematic view in real time of the location of all known incidences as they occur; b) Incidence Management System recording all known incidents occurring on the concession, allowing solving such incidents with the help of computer software and the statistic analysis of such occurrences; c) Management system of assistance means. 4 - Traffic monitoring and control equipment must ensure at all times the collection and sending of data to the concessionaire's Operational Control Centre, 5 - Under the terms of law 51/2006 of 29 August, InIR — Instituto de Infra -estruturas Rodoviárias, I. P. will have all time access to images picked up by electronic surveillance cameras and to all information displayed on the VMSs. 6 — Under the terms of Law 51/2006 of 29 August, InIR may use the traffic data received through the different platforms within the scope of its national and international duties concerning the provision of information to the public on road traffic conditions on this concession. 7 – The concessionaire shall draw up accurate statistics of the daily traffic on motorways, including non tolled sections and service areas, based on a system to be established with InIR - Instituto de Infraestruturas Rodoviárias, I.P. for the purpose. 8 - Elements obtained shall be made available with no restriction whatsoever, to InIR – Instituto de Infraestruturas Rodoviárias, I.P. which shall be granted free access to the places where traffic control systems are installed. 9 — Without prejudice to provision in the previous paragraph, the concessionaire shall provide to InIR on a quarterly basis, monthly statistics in digital format, on the following traffic elements: a) Total and Accumulated Total Monthly Average Daily Traffic per motorway, sub-section and direction; b) Total and Accumulated Total Monthly Traffic per motorway, sub-section and direction; c) Accumulated Monthly Average Daily Traffic per motorway, tolled section and toll class; d) Daily Traffic and Monthly Average Daily Traffic per motorway, tolled section, type of collection, type of traffic, direction, date and toll class; e) Daily Traffic and Monthly Average Daily Traffic per exit toll barrier, type of collection and toll class; f) Monthly Origin-Destination Matrix per type of collection, type of traffic and toll class;

38 - Term of the concession The concession shall be valid until 31 December 2035.

39 - Concession's Reversal to the State 1 - At the end of the concession term, the concessionaire's rights emerging from the concession contract shall cease and all assets which make up the concession shall be handed over to the State, in perfect maintenance conditions and free from any lien or encumbrance. 2 - If the concessionaire fails to comply with provisions in paragraph 1 hereinabove, the concession grantor shall undertake the works that may be required to achieve such end and any expenses therefrom shall be deducted to the surety bond provided by the concessionaire. 3 — In case the surety bond is insufficient to cover all expenses made by the concession grantor under the terms of the previous paragraph, the concessionaire will pay the exceeding amount. 4 - The State shall have pre-emptive rights in the purchase of movable assets which are not part of the concession but which may be required for the operation of adjoining facilities. 5 - At the end of the concession, the State shall assume any pending obligations which the concessionaire may hold with third parties resulting from the object of the concession, without prejudice to the concessionaire's liabilities for the obligations assumed and provisions in paragraphs 1 to 3 of this clause.

40 - Transfer of the concession 1 —BRISA — Auto-estradas de Portugal, S. A. shall not without the concession grantor's prior authorization, sub-assign, transfer or in any other way assign the concession, except to company of which it holds 100% of the share capital and voting rights. 2 – In the event of sub-concession, the concessionaire shall continue to be subject to and hold the obligations emerging from the concession agreement. 3 - In the event of transfer or any other form of assignment, all rights and obligations of the former concessionaire shall be transferred to the new concessionaire that will be liable for any duties, obligations and charges that may be established as condition for the authorization of the transfer or assignment.

41 - Penalties 1 - In the event of non compliance by the concessionaire with any obligations arising out of the concession agreement or the provisions legally determined by the supervision authority, if no other penalty is set forth, the minister with tutelage over the road sector may impose contractual penalties, the amount of which will vary according to each day in arrears of the non compliance or for each non compliance, ranging from a minimum amount of € 7 500 and a maximum amount of € 125 000, in accordance with the seriousness of the non compliance. 2 — The minimum and maximum amounts of the penalties established in this clause are calculated with reference to December 2006 and will be revised annually, based on the CPI published for the previous year. 3 - If the surety bond is insufficient to pay the said penalties, operating revenues shall answer for the remaining amount due. 4 - Upon the application of the penalty, the minister with tutelage over the road sector shall establish a reasonable term for the concessionaire to comply with the obligations giving rise to the penalty. 5 - In case the concessionaire still fails to comply within the referred term, the minister with tutelage over the road sector may apply a new penalty, under the terms of paragraph 1 hereinabove or rescind the contract as set forth in clause 43. 6 - Without prejudice to provisions in the previous paragraphs, InIR - Instituto de Infraestruturas Rodoviárias I.P. may, prior to order of minister with tutelage over the road sector, temporarily replace the concessionaire in the execution of interrupted works, maintenance and operation works or other, at the concessionaire's own risk.

42 - Redemption of the concession 1 – In the last five years of the concession, the State may redeem the concession at any time, subject to a prior notice of one year. 2 - In case of redemption, the State shall assume all the concessionaire's rights and obligations deriving from contracts entered before the notice referred in paragraph 1, the purpose of which is the maintenance and operation of motorways. 3 - Following the notice of redemption, the obligations assumed by the concessionaire shall only bind the State if contracts giving rise to such obligations were previously approved by the Minister of Finance and the Minister with tutelage over the road sector. 4 - In the event of redemption, the concessionaire shall be entitled to a consideration payable by the State by way of indemnity, namely: a) One annuity due until the end of the term of the concession in an amount equivalent to the average net operating revenue of the seven years prior to the redemption notice, where the net revenue shall be determined by deducting administration, maintenance and operation expenses to gross revenues, which will not include the works referred in paragraph hereinbelow or expenses directly related to such works; b) An amount corresponding to the value of the new works carried out with Government approval after the redemption notice, by deducting to the referred amount one seventh per each year elapsed since respective completion. 5 - The indemnities referred in paragraph 4 hereinabove shall be determined by an arbitral committee made up of three experts, one of which appointed by the Minister of Finance and the minister with tutelage over the road sector, the other appointed by the concessionaire and the third appointed by agreement of the parties or by the president of the Lisbon court of appellate jurisdiction, in case of non agreement.

43 – Rescission of the concession 1 - In case of serious or reiterated non compliance by the concessionaire with the obligations arising out the concession contract, the Government, subject to proposal by the minister with tutelage over the road sector and on the advice of the InIR – Instituto de Infraestruturas Rodoviárias I.P. may rescind the concession. 2 - The following may constitute grounds for rescission: a) Relinquishment of the construction, maintenance or operation of the concession; b) Legally declared bankruptcy of the concessionaire; c) Non compliance with obligations assumed following the application of penalty, under the terms of paragraph 4 of clause 41; d) Failure to provide or re-establish the surety bonds under the terms and conditions set forth; e) Assignment or transfer of the concession, in whole or in part, without prior authorization; f) Non compliance with decisions rendered by arbitral or administrative courts; g) Repeated default with the determinations of the supervision authority, resulting in losses for the execution of the works or the operation of the motorways under concession. 3 - In the event of rescission, all assets covered by the concession shall be evaluated by a commission made up of three experts, one of which appointed by the Finance Ministry and the ministry with tutelage over the road sector, the other by the concessionaire and the third one, who will give the casting vote, appointed by both parties or by the President of the Lisbon Court of Appellate Jurisdiction in case of disagreement. 4 - A tender shall be opened to select a new concessionaire, where bidders must submit a proposal for the amount which they undertake to pay to the former concessionaire, the upset price being the evaluation referred in paragraph 3 of this clause. The new concessionaire shall be subject to all provisions set forth in the contract entered between the former concessionaire and the State, replacing the said concessionaire with regard to all its rights and obligations 5 - If no award should result of this tender, a new tender shall be launched without upset price. If again no award should result of this tender, the concessionaire shall be deprived of all rights and compensation and the State shall replace the concessionaire in what concerns its commitments and obligations pursuant to the concession contract. 6 – In the event of rescission of the concession, the surety bond shall automatically revert to the State in full.

44 — Control 1 - The supervision of the concession shall fall to the Ministry of Finance in what concerns financial matters and to the ministry with tutelage over the road sector as concerns remaining issues. 2 - The financial supervision referred in paragraph 1 hereinabove shall be carried out by General Finance Ministry Inspectorate and supervision of remaining issues shall be carried out by InIR - Instituto de Infraestruturas Rodoviárias, I.P..

45 - Concessionaire's non compliance due to force majeure 1 - The concessionaire shall be exempt from any liability resulting of failure, lack or delay in the execution of the contract in the event of force majeure, duly substantiated. 2 - For the purposes of provisions in paragraph 1 hereinabove, cases of force majeure shall be restricted to those resulting from unforeseeable and not preventable events, the effects of which occur regardless of the will or personal circumstances of the concessionaire, namely acts of war or rebellion, epidemics, atomic radiations, fire, lightning, serious floods, cyclones, earthquakes and other natural events directly affecting the works of the concession.

46 - Improvement or extension of the road network by the State Without prejudice to provisions in clause 2, the State reserves itself the right to improve existing roads or build new roads without the concessionaire being entitled to any compensation for any traffic deviation from motorways under concession which may result from such works.

47 - Indemnities to third parties 1 - The concessionaire shall be fully liable for any compensation which may be due to third parties under the terms of the law as result of any activity arising out of the concession. 2 – If by virtue of the contracts entered between the concessionaire and contractors, the liability provided in paragraph 1 above is assumed by the latter, the concessionaire may pass on to them the obligation to indemnify.

48 - Reports and information 1 – Within 30 days following the approval of its annual management report, the concessionaire shall submit to InIR – Instituto de Infraestruturas Rodoviárias, I.P. a report on the previous year, providing detailed information on studies and construction works and maintenance and operation studies of the motorways under concession as well as provisional plans and elements for the following two years. 2 — The concessionaire shall submit to the Finance Minister: a) Management report and financial statements for the year, at least 30 days before the date of the annual general meeting convened for the approval of the accounts; b) Expenditure and operation budgets and respective amendments within 30 days following respective approval; c) Financial and economic study covering the period of the concession, including a chapter justifying any deviations to estimates occurred in the previous year, to be submitted in the 2 nd quarter of each year; d) Any other elements or surveys which may complement those referred in the previous sub-paragraphs and which may be necessary for the understanding of the overall economic and financial situation of the concessionaire, which must be submitted within 30 days following respective approval. 3 - The Government reserves itself the right to request to the concessionaire all additional information it deems necessary.

49 – Settlement of disputes 1 — Disputes as to the validity, interpretation and application of this contract that cannot be settled between the parties shall be brought before the relevant courts. 2 — However, if so agreed between the parties, issues referred in paragraph 1 hereinabove may be settled by arbitration, namely by an arbitration court to be established under the terms of the law and which will decide according to relevant legal rules or as specified in clause 27 or according to equity when specifically provided under the terms of the contract.