PPP Contracts

SCHEDULE 1.1 - National Network

1 In this Schedule:

National Network Agreements means: (i) the contracts, agreements and arrangements listed in Annex 1 to this Schedule together with ( subject to paragraph 7.1 ) any amendment, variation, modification, novation or replacement thereof; and

(ii) ( subject to paragraph 7.1 ) any new contracts, agreements and arrangements entered into with any National Network Parties from time to time and which LUL has notified to Infraco are to be treated as National Network Agreements;

National Network Parties means Railtrack, any of the train operating companies, Docklands Light Railway, the Strategic Rail Authority, the Rail Regulator and any person licensed under the Railways Act 1993; and

Historic Rights means the rights that LUL has to operate over, and have access to, certain parts of the national network infrastructure and historic rights which train operating companies and Railtrack have to operate over, and have access to, certain parts of the LUL Network.

2 Infraco shall: (a) perform all of the obligations on the part of LUL in the National Network Agreements ( other than (i) financial obligations involving payments to third parties; and (ii) any obligations relating to the granting or booking of access to the LUL Network as defined for the purposes of the Access Code ); and

(b) not act or omit to act in any way which would prevent, inhibit or interfere with LUL performing its remaining obligations under the National Network Agreements or so as to prejudice the exercise by the parties entitled thereto of the Historic Rights. LUL shall provide such information to Infraco as may reasonably be required by Infraco to enable it to determine whether it requires LUL's assistance in the manner contemplated in clause 13.2 ( Contract Management and LUL Assistance ) of the Contract.

3 Without prejudice to Infraco's obligations pursuant to paragraph 4 below, LUL shall: (a) exercise its Historic Rights so as to assist Infraco in complying with its obligations under the Contract; and

(b) Where requested by Infraco use all reasonable endeavours to obtain ( where required ) an acknowledgement from the relevant National Network Party of Infraco's entitlement to exercise rights similar to LUL's Historic Rights to the extent that it is reasonably necessary to enable Infraco to perform its obligations under the Contract.

4 Infraco shall be responsible for obtaining, at its cost, such access to the national network infrastructure as is necessary to enable Infraco to perform the Services and, subject to LUL performing its obligations under paragraph 3(b), LUL shall not be liable to Infraco for Infraco's inability to obtain access to the national network infrastructure for any reason whatsoever.

4A The parties agree that Infraco shall not be in breach of its obligations under this Schedule to the extent that any failure to discharge such obligations arises as a result of Infraco's compliance with any obligation in any of the Transaction Documents ( save for those in this Schedule 1.1 ) which conflicts with Infraco's Obligations under this Schedule.

5 Infraco shall liaise and provide all reasonable co-operation to LUL ( which shall include, inter alia, financial and other supporting information arising from Infraco's activities under the Contract relating to National Network Agreements ) in order that LUL can settle any dispute with the other contracting party ( or parties ) to any National Network Agreement, and Infraco shall not knowingly and unreasonably do anything which would prevent or delay a matter from being resolved.

6 Infraco shall also carry out any design works ( including the need to provide any financial or other supporting information ) commissioned by LUL to support the development of prospective National Network Agreements, provided that such design works shall be treated as Essential Services with regard to the terms on which such works are carried out, including the basis upon which LUL shall compensate Infraco for any costs incurred in carrying out such design works.

7.1 Subject to paragraph 7.2, LUL may from time to time negotiate new contracts, agreements and arrangements with National Network Parties and amend, vary or replace any National Network Agreement.

7.2 LUL shall comply with clause 17 ( LUL Specified Rights ) of the Contract when: (i) negotiating new contracts, agreements or arrangements with National Network Parties which LUL requires to be treated as National Network Agreements; and

(ii) amending, varying, modifying, novating or replacing any National Network Agreement which following such amendment, variation, modification, novation or replacement such contract, agreement or arrangement would not still qualify as a Relevant Third Party Agreement.

7.3 Where following any amendment, variation, modification, novation or replacement of any National Network Agreement such agreement still qualifies as a Relevant Third Party Agreement LUL shall notify Infraco of such amendment, variation, modification, novation or replacement.

ANNEX 1 - Contracts, Agreements and Arrangements

1 Agreement ( non regulated ) relating to the payment of charges for the provision of amenities and services at Stratford station between Great Eastern Railway Limited and LUL dated 11 May 1998.

2 Site specific engineering arrangements ( SSEAs ) ( whether legally binding or otherwise ) between LUL and Railtrack as set out below:

SSEA reference	Location	LUL Line
EA-J	Neasden to West Hampstead	Jubilee
ML-J(1)	Kingsbury to Baker Street	Jubilee
SN-J	Charing Cross Station	Jubilee
EA-JLE	Canning Town Station	Jubilee
EA-JLE ( NRW )	Jubilee/North London Line Routeworks	Jubilee Line Extension
EA-JLE ( STR )	Stratford Station	Jubilee Line Extension
EA-JLE ( WEH )	West Ham Station	Jubilee Line Extension
MS-JLE ( LOB )	London Bridge Station	Jubilee Line Extension
MS-JLE ( WAT )	Waterloo Station	Jubilee Line Extension
SN-JLE ( SOU )	Southwark Station	Jubilee
SN-JLE ( SRW )	Southern Routeworks	Jubilee Line Extension
	Green Park to Canning Town Portal Tunnel Alignment Drawings	Jubilee Line Extension
EA-N	Hampstead to Camden Town and Camden Town to Archway	Northern
LNE-N	Kings Cross Stations and Old Street to Moorgate	Northern
ML-N	Colindale and Kentish Town to King's Cross	Northern
SN-N	Charing Cross to Waterloo and London Bridge to Morden	Northern
TL-N	South Wimbledon to Morden	Northern
EA-P	Acton Town to Turnham Green, King's Cross to Caledonian Road and Harringay Green Lanes Station	Piccadilly
GW-P	Alperton to Osterley	Piccadilly
LNE-P	Kings Cross St Pancras to Bounds Green	Piccadilly
ML-P	South Harrow to Sudbury Hill and Kings Cross Station	Piccadilly

(1) Notwithstanding paragraph 2 of this Schedule, Infraco shall not be responsible for fulfilling LUL's obligations pursuant to this SSEA in respect of those structures or other assets which are included in the demise to and are the responsibility of Infraco SSL and which are located on the part of the Metropolitan Line between Finchley Road and Baker Street and/or Infraco SSL's depot premises at Neasden depot.

3 Agreement providing for access to and the execution of works on and which may affect the lands of the Boards dated 12 October 1964 between the British Railways Board and the London Transport Board.

4 Local Operating Arrangement in respect of station interface arrangements between London Underground Ltd and RailTrack ( Major Stations ) for Waterloo Station, dated 21 October 2002

5 Local Operating Arrangement in respect of station interface arrangements between London Underground Ltd and RailTrack ( Major Stations ) for London Bridge Station, dated 23 August 2002

6 Local Operating Arrangement in respoect of station interface arrangements between London Underground Ltd and RailTrack ( Major Stations ) for Euston Station, dated 30 August 2002

7 Local Operating Arrangement in respect of station interface arrangements between London Underground Ltd and WAGN dated 30 September 2002

8 Holding Maintenance Agreement between Railtrack PLC and London Underground Ltd in respect of maintenance and payment responsibilities at Waterloo station dated 27 August 2002

9 Memorandum of Understanding in respect of operational and safety issues at interfaces with Network Rail Major Stations between London Underground Ltd and Network Rail Infrastructure Limited dated 6 May 2003

10 Agreement ( non regulated ) relating to the payment of charges for the provision of amenities and services at Old Street Station between LUL and West Anglia Great Northern Railway Limited dated 24 October 2003

11 Agreement ( non regulated ) relating to payment of charges for the provision of amenities and services at Kentish Town Station between LUL and Thameslink Rail Limited dated 12 July 2005

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