PPP Contracts

Master Definitions Agreement (Amended and Restated)

Recital

AMENDED AND RESTATED AGREEMENT made on 31 DECEMBER 2002

BETWEEN

(1) LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway, London SW1H 0BD ( Company No. 01900907 ) ( LUL );

(2) INFRACO BCV LIMITED whose registered office is at 55 Broadway, London SW1H 0BD ( Company No. 03923496 ) ( BCV );

(3) INFRACO SUB-SURFACE LIMITED whose registered office is at 55 Broadway, London SW1H 0BD ( Company No. 03923484 ) ( SSL ); and

(4) Infraco JNP LIMITED whose registered office is at 55 Broadway, London SW1H 0BD ( Company No. 03923425 ) ( JNP ).

WHEREAS LUL, BCV, SSL and JNP have entered into various agreements for the provision of services in relation to the Underground Network, they wish those agreements to be interpreted in accordance with this Agreement.

IT IS AGREED as follows:

1.1 Words and expressions used in the documents set out in Schedule 1 ( as amended and restated from time to time ) and this Agreement shall, unless otherwise defined in such documents or unless the context otherwise requires, have the meaning set out in Schedule 2 and clause 1.2.

Interpretation of Transaction Documents

1.2 In any Transaction Document, unless the context otherwise requires:

(a) references to persons shall include individuals, bodies corporate, corporations sole, unincorporated associations and partnerships and any other person having legal capacity and shall include, subject to the terms of the Transaction Document, the successors and permitted transferees and assigns of such persons;

(b) the singular includes the plural and vice versa;

(c) the feminine includes the masculine and vice versa, and the neuter includes the feminine or the masculine and vice versa;

(d) the headings and table of contents are inserted for convenience only and shall not affect its construction;

(e) any reference to any enactment, directive, Law, Standard or Code is a reference to it as from time to time amended, consolidated or re-enacted and includes all instruments, orders or regulations made under, or deriving validity from such enactment, directive or Law, Standard or Code;

(f) any reference to a clause, Schedule or Appendix is a reference to that clause, Schedule or Appendix of that Transaction Document and any reference in a Schedule or Appendix to a paragraph is a reference to that paragraph of that Schedule or Appendix;

(g) any reference to the Contract or the Agreement when used in a Transaction Document means that Transaction Document as concluded between the parties to it including all Schedules, Annexes, Appendices, plans and drawings attached to it, and when used in a Schedule, Annex or Appendix, the Transaction Document to which such item is a Schedule, Annex or Appendix ( as the case may be );

(h) references to a contract or an agreement is a reference to a contract or an agreement as the same may be amended, restated, varied, modified, supplemented, suspended, replaced or novated in accordance with its terms;

(i) any reference to a document in the agreed form is to the form of the relevant document agreed between the parties and for the purpose of identification initialled by each of them or on their behalf ( in each case with such amendments as may be agreed by or on behalf of the parties );

(j) where an agreed form document has been executed by the parties in accordance with the terms of a Share Purchase Agreement or a Transaction Document, the terms of that executed document ( as amended, restated, varied, modified, supplemented, suspended, replaced or novated from time to time between the parties ) shall prevail and the relevant references used in that Transaction Document shall be deemed to be amended, restated, varied, modified, supplemented, suspended, replaced or novated so as to refer to such executed document ( as the same may be amended, restated, varied, modified, supplemented, suspended, replaced or novated from time to time );

(k) references to includes or including shall mean without limitation;

(l) references to agreements include concessions, contracts, deeds, franchises, licences, treaties and undertakings ( in each case whether written or oral );

(m) references to assets include the whole or any part of the business, undertaking, property, assets, rights and revenues ( including the right to receive revenues ) of any person;

(n) any reference to the Premises or Charge Premises includes the whole or any part or parts of them;

(o) any reference to any Standard is a reference to it from time to time changed, regraded or replaced in accordance with the relevant Transaction Documents;

(p) references in any Transaction Document to any Infraco Lease, LUL Lease or Depot Sub-Lease shall be deemed to include a reference to that lease as intended to be granted pursuant to the PPP Contracts;

(q) references to safety include health as well as safety;

(r) where the Transaction Documents use the word "approve" or its equivalent in the context of a review by LUL of an Infraco's proposal or action, such approval shall be construed to mean that LUL has no reason to object to the proposal or action based on the factors and information available to it at the relevant time, provided that: (i) it shall not be construed to mean that Infraco has complied with all relevant contractual obligations ( other than the obligation to obtain such approval ) or that the proposal or action by Infraco is in accordance with Good Industry Practice or that such proposal or action represents efficient and economic behaviour; and

(ii) except for reasons related to safety, contravention of Law, non-compliance with the Transaction Documents or in circumstances where information has been withheld by Infraco, a subsequent withdrawal by LUL of such approval shall only be made in accordance with the procedure outlined in clause 17 ( LUL Specified Rights ) of the PPP Contracts.
For the avoidance of doubt, where the Transaction Documents use the word "consent" such consent shall not be qualified in the manner specified in this sub-clause 1.2(r);

(s) where assets are referred to as being fit for purpose then such assets shall be deemed to be fit for purpose where, in the case of Assets that are owned or used by the Infraco at the Transfer Date, they are fit for use and, in the case of Assets Delivered into Service after the Transfer Date, they are fit for the purpose required to comply with Infraco's obligations under the Service Contract as determined at the date of such Delivery into Service; and

(t) in relation to the first and last Contract Years, any amounts, numbers or allowances specified to be calculated by reference to a Contract Year shall consist of a proportion of the sum for a full Contract Year, to be calculated as follows: (i) in relation to the first Contract Year, by dividing the number of days from and including the Transfer Date up to and including the following 31 March by three hundred and sixty five ( 365 ) and multiplying the result by the relevant amount; or

(ii) in relation to the last Contract Year, by dividing the number of days from and including 1 April up to and including the Expiry Date by three hundred and sixty five ( 365 ) and multiplying the result by the relevant amount.

Miscellaneous

2.1 A person who is not a party to this Agreement shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

2.2 The construction, validity and performance of this Agreement shall be governed by and construed in accordance with English law and, without prejudice to clause 2.3 of this Agreement, the parties to this Agreement irrevocably submit to the exclusive jurisdiction of the courts of England and Wales as provided for in clauses 9.1 and 9.2 ( Jurisdiction and Enforcement ) of the Dispute Resolution Agreement.

2.3 Any Dispute shall be resolved in accordance with the provisions of the Dispute Resolution Agreement.

2.4 No Infraco may assign, transfer, charge or otherwise deal with, in whole or in part, any of its rights or obligations under this Agreement ( nor grant, declare a trust of, create or dispose of any right or interest in it ) other than in accordance with the terms of the relevant PPP Contract.

Schedule 1 - Transaction Documents

1. Service Contracts

1.1 Service Contract dated 1 April 2000 between LUL and JNP.

1.2 Service Contract dated 1 April 2000 between LUL and BCV.

1.3 Service Contract dated 1 April 2000 between LUL and SSL.

2. Leases

Leases Each of the Leases, the Ancillary Leases, the Underleases, the Ancillary Underleases, any Supplemental Lease and any Supplemental Underlease, any Depot Sub-leases, the Frank Pick House Sub-lease, the Signal House Sub-lease and any Acton Works Lease ( so long as LUL is the landlord thereunder ).

3. Safety Agreements

3.1 Safety Agreement dated 1 April 2000 between LUL and JNP.

3.2 Safety Agreement dated 1 April 2000 between LUL and BCV.

3.3 Safety Agreement dated 1 April 2000 between LUL and SSL.

4. Insurance Agreement

Insurance Agreement dated 1 April 2000 between LUL, JNP, BCV and SSL.

5. Dispute Resolution Agreement

Dispute Resolution Agreement dated 1 April 2000 between LUL, JNP, BCV, SSL, TMU and REW.

6. Major Enhancement Agreement

6.1 Major Enhancement Agreement dated 1 April 2000 between LUL and JNP.

6.2 Major Enhancement Agreement dated 1 April 2000 between LUL and JNP.

6.3 Major Enhancement Agreement dated 1 April 2000 between LUL and SSL.

7. Inter-Infraco Assets and Facilities Agreement

The Inter-Infraco Assets and Facilities Agreement dated 1 April 2000 between LUL, BCV, JNP and SSL.

8. Depot Facilities and Acton Works Agreements

8.1 Depot Facilities Agreement dated 1 April 2000 between LUL, JNP and SSL.

8.2 Acton Works ETC Agreement dated 4 October 2000 ( as varied on 25 June 2001 ) between LUL, BCV, JNP and SSL.

8.3 Site Management Agreement in relation to Acton Works dated 4 October 2000 between LUL and JNP.

8.4 Acton Works ETC Service Level Agreement dated 25 June 2001 between LUL, BCV, JNP and SSL.

8.5 The Ruislip Depot Loading Area Agreement in the agreed form made between LUL, BCV, JNP and SSL and to be entered into on or about the Transfer Date.

8.6 Agreement in relation to use and maintenance of access road and security gates at the museum's depot at Ealing Common Depot in the agreed form to be entered into on or about the Transfer Date between BCV and Transport Trading Limited.

9. Codes

9.1 Access Code.

9.2 Property Code.

9.3 Standards Code.

9.4 Performance Measurement Code.

9.5 Risk Management and Insurance Code.

10. Codes Accession Agreement

Codes Accession Agreement dated 1 April 2000 between JNP, BCV and SSL.

11. Guarantee

11.1 Guarantee dated 1 April 2000 between LRT and JNP.

11.2 Guarantee dated 1 April 2000 between LRT and BCV.

11.3 Guarantee dated 1 April 2000 between LRT and SSL.

12. Information Agreement

Information Agreement dated 1 April 2000 between LUL, BCV, JNP and SSL ( previously known as the Engineering Information Agreement ).

13. TIMIS Agreement

TIMIS Agreement between LUL and SSL.

14. Master Definitions Agreement

Master Definitions Agreement between LUL, BCV, SSL and JNP.

15. Major Closures Agreements

Major Closures Agreements in the agreed form between LUL and BCV.

16. Shareholders' Agreement

16.1 Shareholders' Agreement between LUL, Tube Lines ( Holdings ) Limited and JNP.

16.2 Shareholders' Agreement between LUL, Metronet Rail BCV Holdings Limited and BCV.

16.3 Shareholders' Agreement between LUL, Metronet Rail SSL Holdings Limited and SSL.

17. Interim Property Amendment Agreement

Interim Property Amendment Agreement in the form agreed between LUL, JNP, BCV and SSL and to be entered into on or about the JNP Transfer Date.

Schedule 2 - Definitions

Abatement Service Points means a financial measure allocated to Infraco for failure to provide specified facilities or to comply with contractual obligations or to rectify faults within specified clearance times allocated in accordance with Schedule 8 ( Service Points ) of the Performance Measurement Code;

Abnormal Capability Test Result means pursuant to paragraph 1.1.17 of Schedule 2 of the Performance Measurement Code, a result of a Journey Time Capability Performance Measurement test described in Schedule 2 of the Performance Measurement Code that cannot be used to update inputs into the Capability Model Data;

Abnormal Conditions means any condition which would in the reasonable opinion of LUL be likely unduly to increase journey times or result in Customer overcrowding at Stations;

Acceptance Level means in relation to Acceptance Testing the acceptance level required to be achieved at each stage of the research programme as identified in paragraph 6 of Appendix 9C ( Conditions Procedure ) of Schedule 2.1 of the PPP Contract;

Acceptance Testing means the research to be carried out by Infraco in relation to Assets which fall within the scope of the Service Delivery Standards in accordance with paragraphs 3 to 7 of Appendix 9C ( Conditions Procedure ) of Schedule 2.1 of the PPP Contract;

Access Booking means an Access Request confirmed in accordance with the procedures in the Access Code;

Access Code means the code of that name governing rights of access to the LUL Network;

Access Confirmation Number means the reference number allocated to a confirmed Under 48 Hours Access Request by the relevant Responsible Infraco;

Access Holder means the party having an Access Booking;

Access Objection means any proper and lawful objection by a third party ( other than an Enforcement Notice relating to a Planning Matter ) to the exercise by Infraco of any right of access to Operational Property or ( for so long as Infraco's Acton Works Lease in respect thereof subsists but if it subsists after 1 April 2005 only for as long as LUL is the Landlord thereunder ) to the Acton Works Premises or to any other right benefiting Operational Property or ( for so long as Infraco's Acton Works Lease in respect thereof subsists but if it subsists after 1 April 2005 only for as long as LUL is the Landlord thereunder ) the Acton Works Premises which prevents Infraco from providing, or substantially interferes with Infraco's ability to provide, any material element or elements of the Services;

Access Party means any of LUL ( but only on its own behalf and on behalf of Third Parties and other parties for whom LUL reasonably requires access in relation to LUL's obligations in connection with the National Railway Network, Infrastructure Protection and other similar requirements arising in the ordinary course of LUL's operation of the Underground Network ), an Infraco ( on its own behalf and on behalf of its contractors and sub-contractors ) and a PFI Contractor; and Access Parties shall mean any two or more of them;

Access Request means a request for access to any part of the LUL Network to be delivered to the Access Reservation Agency or a Responsible Infraco, as the case may be, in accordance with the procedures in the Access Code which shall include an Advance Access Request, an Advance Engineering Train Path Request, an Urgent Engineering Train Path Request, a Short-Notice Access Request, an Under 48 Hours Access Request, a Generic Access Request, and requests for L&E Closures, Minor Closures, CTRL Closures and Major Closures;

Access Request Form means a request properly completed by any party setting out such party's requirements for advance access and short notice access, delivered to the Access Reservation Agency or a Responsible Infraco, as the case may be;

Access Reservation Agency means a division of LUL which shall be responsible for recording Access Requests on SABRE and administrating the procedure set out in the Access Code;

Accessible Track means any track on which the Services may be performed during Traffic Hours;

Accounting Period means accounting period within the meaning of section 834 of the Taxes Act;

Achievable Headway means the interval between Trains, measured in seconds, that can be achieved on a Line Section given the constraints of the signalling system and the number of Trains Available for service;

Achievable Platform Wait Time or APWT(p) means the average time a passenger spends on a platform waiting for a Train given the schedule of services planned by LUL and any constraints on such services resulting from the provision of facilities by Infraco, as calculated in accordance with paragraph 1.1 of Part A of Schedule 1 ( Capability Matrix ) of the Performance Measurement Code;

Act of Violence means any act which if carried out would constitute the offence of murder, attempted murder, manslaughter, culpable homicide, assault, real injury or malicious mischief, terrorism or criminal damage as more particularly defined in Section 119 of the Railways Act;

Acton Works Lease means each lease of premises at Acton Works granted or to be granted by LUL to Infraco substantially in the agreed form;

Acton Works Premises means the premises comprised in Infraco's Acton Works Lease;

Actual for the purpose of paragraph 2 ( Calculation of the Capability Adjustment ) of Schedule 4.1 to the PPP Contracts means the level of Capability established through the most recent programme of tests undertaken in accordance with Schedule 2 of the Performance Measurement Code and completed on a Programme Completion Date falling in or before the Payment Period to which the payment relates;

Actual Availability means the sum of the rolling average value Availability in any consecutive three (3) Payment Periods of Lost Customer Hours deemed to result from Disruptions other than temporary Speed Restrictions, caused by Incidents which are attributable to Infraco in respect of each Line and the rolling average value of any consecutive six (6) Payment Periods of Lost Customer Hours deemed to result from Speed Restrictions caused by Incidents which are attributable to Infraco in respect of each Line;

Actual Clearance Time means the time from notification of the Failure or Defect to the FRC to the time defined as the End of Duration in Table 2 of Part B of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Actual Condition Value means the open market value ( as ascertained by the Independent Valuer ) of the Assets at or about the Expiry Date, such valuation to: (a) be based upon the Contract Expiry Actual Asset Condition;

(b) be conclusive in the absence of manifest error ( subject to the parties' to the applicable PPP Contract rights to refer any dispute as to the valuation for determination in accordance with the provisions of the Disputes Resolution Agreement ); and

(c) be contained within the Expiry Report;

Actual Fix Time means the time period commencing from Time of Notification and ending at the End of Initial Delay or End of Duration, as the case may be, in accordance with paragraph 2 of Schedule 4 ( Fault Attribution Procedure ) of the Performance Measurement Code;

Actual Notification Time means the time period commencing at the Start Time and ending at the Time of Notification in accordance with paragraph 2 of Schedule 4 ( Fault Attribution Procedure ) of the Performance Measurement Code;

Actual Wheel Start - Wheel Stop Link Time means the length of time taken for a Train to travel between two adjacent stations, measured from the time at which the Train first moves at the first Station to the time at which it stops at the second Station, and calculated in accordance with paragraph 1.3 or 2.2 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Additional Project means a project involving the installation of an additional escalator or escalators at a Station and/or the replacement of a fixed staircase or staircases with an escalator or escalators or any other project as set out in Appendix 17 ( Additional Projects ) of Schedule 2.1 of the PPP Contracts;

Additional Lease Premises has the meaning ascribed to it in paragraph B of the recitals to the Supplemental Lease;

Additional Staff Accommodation means any area, facility, Asset or system ( whether or not forming part of the Underground Network ) which LUL from time to time requires for use as an extension of or addition to Staff Accommodation or to be added to the Underground Network and used as Staff Accommodation and which at such time: (a) does not comprise Staff Accommodation; and

(b) is not the subject of an existing obligation of Infraco pursuant to the Transaction Documents ( other than the Major Enhancement Agreement ) to provide as Staff Accommodation;

Additional Underlease Premises has the meaning ascribed to it in paragraph B of the recitals to the Supplemental Underlease;

Adjoining Property means any land, building or other property not being a part of LUL's Premises adjoining or above Operational Property, or in the vicinity of Operational Property which is intended to, or is likely in LUL's reasonable opinion to become physically integrated with Operational Property ( whether or not, when integrated, it will be used partly for non-operational purposes );

Adjudicator means an independent person appointed to act as an adjudicator in accordance with the Dispute Resolution Agreement;

Adjusted Inter-Station Run-time or AIRI (ipxy) has the meaning set out in paragraph 2.1 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Adjustment Factor for Customer Loading or L(p) means an adjustment to the value of Inter-Station Run-time to take account of the effect of Customer Loading on the speed, acceleration and braking characteristics of a Train, calculated in accordance with paragraph 2.3 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Administration Costs means the remuneration, costs and expenses and any debts and liabilities of any PPP Administrator of Infraco in each case to which the PPP Administrator is entitled by law;

Advance Access Request means a request for access to any part of the LUL Network submitted prior to the relevant Latest Request Date for which such access relates;

Advance Engineering Train Path Request means a request for access for the passage of an Engineering Train over the LUL Network submitted prior to the Latest Engineering Train Path Request Date;

Advice Date has the meaning ascribed to it at paragraph 9.2(c) ( Financing ) of Schedule 1.9 in the JNP Contract and at paragraph 8.5 ( Financing ) of Schedule 1.9 in the BCV Contract and SSL Contract;

Affected Infraco means the Infraco which is the tenant of the Equipment Premises;

Affiliate means in relation to any person:

(a) any undertaking or individual ( or persons acting on its or their behalf ) which, for the time being, directly or indirectly controls that person; or

(b) any undertaking which that person ( or persons acting on its or their behalf ), for the time being, directly or indirectly controls; or

(c) any undertaking which is directly or indirectly under common control with that person; or

(d) where the person is Infraco:
(i) any Infraco Shareholder; or

(ii) any undertaking or individual holding shares in Infraco Shareholder. For the purpose of this definition, control shall mean: (x) holding more than 25% of the voting rights exercisable at general meetings of the members of a person on all matters, substantially all matters or any other decisions relating to the constitution of that person; or

(y) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of a person on all matters, substantially all matters or any other decisions relating to the constitution of the board;

Affordability Constraints means LUL's best estimate at the time of the levels of payment that it expects to be able to afford to commit to paying to Infraco on and after the next Review Date to cover the ISC;

Agent means NCC Escrow International Limited ( whose registered office is at Manchester Technology Centre, Oxford Road, Manchester M1 7ED ( Company No. 3081952 ) ) acting as escrow agent under the Escrow Agreements;

Aggregate Annual Reduction means the total Annual Reduction in any Contract Year for all of the Utilities supplied ( excluding Metered Utilities );

Aggregate Capability means a performance measure covering Journey Time Capability, Service Control and Service Consistency measures for all Line Groupings controlled by Infraco;

Aggregate Capability Adjustment means the adjustment made to the Underlying ISC in respect of the Actual Aggregate Capability score achieved by Infraco compared to the Benchmark levels of Aggregate Capability, in respect of the relevant Infraco's Line Grouping per Payment Period;

Aggregated Usage Projection means the number of loaded Train kilometres scheduled to be run on the BCV Lines, JNP Lines or SSL Lines respectively per Contract Year;

Agreed Data Room Index means the data room index in the form agreed between LUL and the purchaser of the issued share capital ( other than the Special Share ) of the relevant Infraco on 8 May 2002;

Agreement to Sub-Sub-Lease has the meaning ascribed to it in the Usage Contract;

Alarms/Control Equipment means alarms and control equipment for fans, pumps, floodgates and firedoors;

ALARP or As Low As Reasonably Practicable means as low as reasonably practicable and refers to the requirement of Law to reduce risks to a level which is as low as reasonably practicable;

Allocated has the meaning given to that term in Schedule 1 to the Inter-Infraco Assets and Facilities Agreement;

All Night Running means the period of operation of a Train Service throughout an entire period of Engineering Hours as agreed between the parties in accordance with paragraph 1.2.9 ( All Night Running ) of Schedule 2.1 of the PPP Contract;

Alternative Provider means a party other than Infraco providing Major Enhancement Services or performing Major Enhancement Works as contemplated by the Major Enhancement Agreement and includes any other Infraco providing such services or performing such works;

Alternative Intermediate Works Provider has the meaning ascribed to it in paragraph 6A.6 ( Intermediate Works ) of Schedule 2.1 of the PPP Contract;

Ambience means aspects of the quality of the Customer environment, including Cleanliness, Customer information, and general condition of Stations and Trains;

Ambience Adjustment means the adjustment made to the Underlying ISC in respect of the actual Ambience score achieved by Infraco compared to the Benchmark performance levels as set out in Appendix 2 of Schedule 2.2 ( Train and Station Ambience Attribute Weights ) of the PPP Contracts;

Amendment Documents has the meaning ascribed to it in the NLTSC Restructuring Agreement;

Amended Time means the amendment to the Published Time for traction current in a Traction Current Section to be switched on or off to allow access as notified on SABRE by the Access Reservation Agency not less than 28 days prior to the first Business Day of the week in respect of which access is sought;

Ancillary Agreements means any agreement other than a Transaction Document entered into from time to time before the Transfer Date between any of LUL and/or one or more of the Infracos, the purpose of which is solely to assist the Infracos in the performance of their obligations under their PPP Contracts;

Ancillary Lease means a lease to be granted by LUL to Infraco in the form set out in Part III of Schedule 1.5 ( Property Provisions and Documentation ) to the PPP Contract;

Ancillary Lease Premises means that part of the Premises to be demised under an Ancillary Lease and held leasehold by LUL for a term the remainder of which as at the Transfer Date is equal to or shorter than the Lease Term and as listed in Appendix 2 ( as such Appendix may be altered by agreement between the parties prior to Transfer Date ) to Part 1 of Schedule 1.5 ( Property Provisions and Documentation ) to the PPP Contract;

Ancillary Underlease means an underlease from Infraco to LUL in the form set out in Part III of Schedule 1.5 ( Property Provisions and Documentation ) to the PPP Contract;

Ancillary Underlease Premises means each set of premises demised under an Ancillary Lease except ( if applicable ) where used for depot purposes;

Annual Asset Management Plan has the meaning given in paragraph 6.1 of Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Annual Assurance Report has the meaning ascribed to it in Schedule 3.3 ( Assurance ) of the PPP Contract;

Annual Reduction means the cost savings ascertained as provided in paragraph 2.2 of Schedule 1.4 ( Reduced Use of Utilities ) of the PPP Contracts;

Annual Volume in relation to a Utility means the volume for which invoices have been received during a Contract Year irrespective of the period in which the Utilities were used for that Utility excluding any Metered Utility Volume for which cost savings are calculated in accordance with paragraph 2.1 of Schedule 1.4 ( Reduced Use of Utilities ) of the PPP Contracts;

Anticipated Insurance Costs has the meaning, in relation to the BCV Contract and SSL Contract only, ascribed to it in paragraph 3.3 of Schedule 5.19 ( Insurance );

Applicable Assumption means any of the following assumptions: (a) the assumptions identified in paragraph 1 of Annex 1 to the Notional Trains Schedule appearing at Schedule 10-B(1)(II) of the Usage Contract as such assumptions apply at the date of the Contract;

(b) the assumptions identified in paragraph 1 of Annex 1 to the Notional Equipment Schedule appearing at Schedule 10-B(2)(II) of the Usage Contract as such assumptions apply at the date of the Contract;

(c) the assumptions identified in paragraph 1 of Annex 1 to the Notional Further Equipment Schedule appearing at Schedule 10-B(2)(II) of the Usage Contract as such assumptions apply at the date of the Contract;

(d) the assumptions identified in paragraph 1 of Annex 1 to the Notional Enabling Works Schedule appearing at Schedule 10-B(3)(II) of the Usage Contract as such assumptions apply at the date of the Contract;

(e) the assumptions identified in paragraph 1 of Annex 1 to the Royal Bank Financial Schedule appearing at Schedule 1 to the Trains Direct Lease;

(f) the assumptions identified in paragraph 1 of Annex 1 to the Concord Financial Schedule appearing at Schedule 2 to the Trains Direct Lease;

(g) the assumptions identified in paragraph 1 of Annex 1 to the Royal Bank Financial Schedule appearing at Schedule 1 to the Equipment Direct Lease;

(h) the assumptions identified in paragraph 1 of Annex 1 to the Concord Financial Schedule appearing at Schedule 2 to the Equipment Direct Lease;

(i) the assumptions identified in paragraph 1 of Annex 1 to the Direct Royal Bank Further Equipment Financial Schedule incorporated in the Equipment Direct Lease;

(j) the assumptions identified in paragraph 1 of Annex 1 to the Direct Concord Further Equipment Financial Schedule incorporated in the Equipment Direct Lease;

(k) the assumptions identified in paragraph 1 of Annex 1 to the Royal Bank Financial Schedule appearing at Schedule 3 to the form of Sub-Sub-Lease attached to the Agreement to Sub-Sub-Lease or, following the grant of the Sub-Sub-Lease, appearing at Schedule 3 to the Sub-Sub-Lease; and

(l) the assumptions identified in paragraph 1 of Annex 1 to the Concord Financial Schedule appearing at Schedule 4 to the form of Sub-Sub-Lease attached to the Agreement to Sub-Sub-Lease or, following the grant of the Sub-Sub-Lease, appearing at Schedule 4 to the Sub-Sub-Lease;

Applicable Party has the meaning ascribed to it in clause 24.15 ( Enforcement of Rights Against Third Parties ) of the PPP Contracts;

Applicable Rate means a rate of interest expressed as a percentage being the sum of: (a) one (1) per cent.; and

(b) the display rate per annum of the offered quotation for deposits in sterling for six months which appears on Telerate page 3750 at or about 11.00 am on the date on which the Applicable Rate is first applied ( or, if the relevant amounts are still outstanding, the dates falling at successive six month intervals after that date ) or if no such offered quotation appears on the Telerate page 3750 at or on about 11.00 am on such date, the per annum rate at which National Westminster Bank plc is offering deposits in sterling for six months to leading banks in the London Interbank Market at or about 11.00 am on the date on which the Applicable Rate is first applied, such interest to accrue daily on the basis of a 365 day year and to be compounded at six monthly intervals;

Applicable Rights means those rights granted to Infraco under any of the Northern Line Train Service Contracts that entitle Infraco to take certain action, or require certain action not to be taken without Infraco's consent, or otherwise grant to Infraco a benefit, which in any case may if exercised have an impact ( positive or negative ) on the amount of any claim made by Infraco, or that Infraco would become entitled to make, under clause 11A.2 or on the amount of any Increased Infraco Costs that will result from the exercise by LUL of any LUL Specified Right, including without limitation: (a) the right to request that the Contractor under the Usage Contract seek fixed rate funding as set out in paragraph 3.4 of Schedule 10-B(1)(I), paragraph 2.4 of Schedule 10-B(2)(I) and paragraph 2.4 of Schedule 10-B(3)(I) of the Usage Contract;

(b) the right to request that the Finance Parties seek fixed rate funding as set out in paragraphs 5.2 to 5.6 of the Royal Bank Financial Schedule appearing at Schedule 1 to the Trains Direct Lease;

(c) the right to request that the Finance Parties seek fixed rate funding as set out in paragraphs 5.2 to 5.6 of the Concord Financial Schedule appearing at Schedule 2 to the Trains Direct Lease;

(d) the challenge and contest and other rights set out in paragraph 3.5 of Schedule 10-B(1)(I), paragraph 2.5 of Schedule 10-B(2)(I) and paragraph 2.5 of Schedule 10-B(3)(I) of the Usage Contract;

(e) the challenge and contest and other rights set out in paragraph 11 of the Royal Bank Financial Schedule appearing at Schedule 1 to the Trains Direct Lease;

(f) the challenge and contest and other rights set out in paragraph 11 of the Concord Financial Schedule appearing at Schedule 2 to the Trains Direct Lease;

(g) the challenge and contest and other rights set out in paragraph 11 of the Royal Bank Financial Schedule appearing at Schedule 1 to the Equipment Direct Lease;

(h) the challenge and contest and other rights set out in paragraph 11 of the Concord Financial Schedule appearing at Schedule 2 to the Equipment Direct Lease;

(i) the challenge and contest and other rights set out in paragraph 11 of the Direct Royal Bank Further Equipment Financial Schedule incorporated in the Equipment Direct Lease;

(j) the challenge and contest and other rights set out in paragraph 11 of the Direct Concord Further Equipment Financial Schedule incorporated in the Equipment Direct Lease;

(k) any equivalent rights to those specified in (a) to (j) above that apply to the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease; and

(l) any rights of Infraco to act as sales sub-agent in respect of the NL Trains and/or the Equipment ( each as defined in the Usage Contract );

Applied Indexation Factor means the relevant factor calculated in accordance with paragraph 10 of Schedule 4.2 of the PPP Contract;

Approved Debt

Infraco specific definitions

Approved Mezzanine Debt

Infraco specific definitions

Arch Lettable Area means the Commercial Property in the space under or within the structure of a Viaduct and includes: (a) the non-structural panels, fences and walls enclosing the Commercial Property;

(b) the doors and windows and door and window frames;

(c) all tenant's fixtures and fittings;

(d) any floors ( including the ground and other floor slabs ), ceilings, walls, columns and pits not forming part of the structure of the Viaduct; and

(e) Conducting Media exclusively serving the and located within the Commercial Property;

Asset Category means one of the following: signalling and control systems; Rolling Stock; track; Stations and associated stations equipment; Communications Assets, lifts and escalators; civil infrastructure; power and Information, and Asset Categories means any two or more of them;

Asset Damage Insurance has the meaning ascribed to in clause 3.1(a) ( The Insurances ) of the Insurance Agreement;

Asset Damage Mandatory Deductible has the meaning ascribed to it in clause 7.1 ( Thresholds and Deductibles ) of the Insurance Agreement as such figure may be adjusted in accordance with clause 10.1 ( Review ) of the Insurance Agreement;

Asset Damage Non-Insured Amount shall have the meaning ascribed to it in clause 7.13 ( Thresholds and Deductibles ) of the Insurance Agreement;

Asset Losses has the meaning ascribed to it in clause 7.5 ( Thresholds and Deductibles ) of the Insurance Agreement;

Asset Losses Threshold has the meaning ascribed to it in clause 7.5 ( Thresholds and Deductibles ) of the Insurance Agreement;

Asset Management Regime has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Asset Management Services means in relation to an Infraco, the services set out in Schedule 3 of the applicable PPP Contract;

Asset Management Strategy has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Asset Performance Review Meetings has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Assets means all assets and rights, including property ( both real and personal ), owned, controlled or otherwise held by Infraco or in respect of which Infraco has an interest of whatsoever nature ( including directly or indirectly pursuant to the terms of any lease, licence or similar arrangement but excluding those Allocated to another Infraco pursuant to the Inter-Infraco Assets and Facilities Agreement ), or in respect of which Infraco is given responsibility pursuant to the Property Schedules and Plans, from time to time including: (a) those demised or to be demised to Infraco pursuant to the Lease or any Ancillary Lease or Supplemental Lease ( save in each case to the extent comprised in a Depot Sub-lease granted to another Infraco or third party ) or any Depot Sub-lease granted to Infraco ( including fixtures and any elements which are presumed to be the responsibility of Infraco as set out in the Leasing Principles and save for those Allocated to another Infraco pursuant to the Inter-Infraco Assets and Facilities Agreement ); and

(b) those vested in Infraco pursuant to the Infrastructure Transfer Scheme ( including the constituent parts of such assets ) ( other than those Allocated to another Infraco pursuant to the Inter-Infraco Assets and Facilities Agreement ); and

(c) those Allocated to Infraco pursuant to the Inter-Infraco Assets and Facilities Agreement; and

(d) those in, on or over which LUL at the date hereof has Historic Rights or enjoys rights by custom or pursuant to a National Network Agreement and which are necessary to enable Infraco to provide the Services, ( but excluding the Office Accommodation Properties and the Office Accommodation Leases ) and Asset means any one of them. References to an Asset ( as so defined ) shall be a reference to the physical Asset owned, controlled or otherwise held by Infraco and, where Infraco has an interest of whatsoever nature in respect of an Asset and where the context requires, includes the lease, licence or similar arrangement pursuant to which such physical asset is controlled or otherwise held;

Associated Company of Infraco means any Affiliate or anyone acting by or on behalf of, or pursuant to any arrangement with Infraco;

Associated Contract Dispute means any dispute between the parties to the Northern Line Train Service Contracts which arises out of circumstances which are substantially the same as or are closely connected with those in any Dispute or which raises issues which are substantially the same as or closely connected with issues raised in any Dispute;

Assumed Residual Life means the length of the useful operating life of a particular Asset as it is assumed to be on the Start Date;

Assurance Chain has the meaning ascribed to it in paragraph 2 of Schedule 3.3 ( Assurance ) of the PPP Contract.

Assurance Plan means such plan as required in paragraph 9.1 of Safety Control Standard 10 ( Assurance ) and paragraph 4 of Schedule 3.3 of the relevant PPP Contracts;

Assurance Regime means the plan referred to in paragraph 3.1 of Schedule 3.3 ( Assurance ) of the PPP Contracts;

A-Stock means Rolling Stock of types A60 and A62;

At Rest Run-out Run-in Time or RORIR (b, j) means a specific case of Run-out Run-in where the following Train is stationary at the Home Signal immediately outside the relevant platform;

Attributer means the individual ( as specified in the table in paragraph 2 of Part F Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code ) who shall review details of Disruptions recorded in the CuPID and assign an attributable party in accordance with the fault attribution rules as specified in paragraph 2 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Attribution means where the allocation of responsibility for an Incident is made in accordance with the fault attribution rules in paragraph 2 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Attribution Agreed has the meaning ascribed to it in paragraph 1.3.10(a) of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Attribution Disagreed has the meaning ascribed to it in paragraph 1.3.10(b) of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Authorised Representatives means any person acting with the direct authority of LUL on LUL's behalf;

Authorised Third Parties means Her Majesty's Railway Inspectorate, Her Majesty's Inspectorate of Pollution, The London Fire and Emergency Planning Authority, British Transport Police, Health & Safety Executive and any other body or person ( excluding any other Infraco ) who is lawfully certified to inspect any part of the Underground Network in the performance of their functions, and Authorised Third Party shall mean any one of them;

Automated Voice Announcer means a device which is part of a Public Address System and which is used to make pre-recorded digital or analogue announcements using a neutral female voice with such voice intonations and announcement continuity so as to enable all announcements to sound like natural human speech;

Automatic Train Operation means automatic control of acceleration and deceleration of a Train, without the need for input or instruction from the Train operator or any other individual;

Automatic Train Regulation means the automatic intervention through the Train Service control system to vary the speed or departure time of Trains so as to optimise the headway between Trains to a predetermined strategy;

Auto Telephone Network means any telephone or other piece of telephonic equipment which is linked to or is part of the LUL internal telephone system;

Available Diversions (or frl) means locations where Trains may take an alternative route in order to overtake a stationary Train on the same route whilst adhering to the scheduled stopping pattern and timing and not inhibiting any other Train from also adhering to the scheduled stopping pattern and timing. Available Diversions locations shall not include the last Customer destination at either end of the Running Line for any given Line Grouping;

Availability means the measure of the Lost Customer Hours resulting from Disruptions caused by Incidents attributable to Infraco;

Availability Adjustment means the adjustment made to the Underlying ISC in respect of the Actual Availability score achieved by Infraco compared to the Benchmark performance levels of Availability;

Available means that:

(a) subject to clauses 9.2 and 9.3 ( Standards ) of the PPP Contracts, the Asset or system ( or group of Assets or systems ) concerned complies with Category 1 Standards and Category 2 Standards;

(b) the Asset or system ( or group of Assets or systems ) concerned is safe and fit for purpose at all times insofar as this is reasonably practicable;

(c) there are no foreseeable hazards to the use of the Asset or system ( or group of Assets or systems ) concerned except insofar as a risk assessment has been carried out by Infraco and any risk is expressly accepted by LUL; and

(d) the Asset or system ( or group of Assets or systems ) concerned is readily accessible and operable by LUL throughout the periods stipulated and agreed for each generic Asset or system group;

Average Annual Volume means either:

(i) the average Annual Volume in the three (3) years immediately preceding the Last Year in question or if the three (3) years Annual Volume data are not available the Annual Volume in the year immediately preceding the Last Year; or

(ii) ( if in the Last Year in question any supply of a Utility becomes a Metered Utility and cost savings are calculated in accordance with paragraph 2.1 of Schedule 1.4 of the PPP Contracts in relation to that Metered Utility ), an amount calculated in accordance with paragraph (i) above but the Average Metered Utility Volume for that supply in the first year in which costs are calculated in accordance with paragraph 2.1 of Schedule 1.4 ( Reduced Use of Utilities ) of the PPP Contracts shall be deducted from the Annual Volume for the three (3) years immediately preceding the Last Year in question for the purpose of the calculation in paragraph (i) above;

Average Headway at Terminus or Reversing Point means a measure of the capability to reverse Trains at a Reversing Point as calculated in accordance with the Capability Model Workbook;

Average Metered Utility Volume means ( where available ) the average Metered Utility Volume in the three (3) years immediately preceding the Last Year in question;

Average Terminus Recovery Time or TREC means a measure in seconds of the Terminus recovery potential of the Line calculated as a weighted average of the potential at each Terminus location;

BAFO means the "Best and Final Offer" in respect of the Invitation to Tender submitted by:
(a) BCV on 20 November 2000;

(b) JNP on 20 November 2000; and

(c) SSL on 5 February 2001 and resubmitted ( in respect of capability data ) on 9 July 2001;

Bakerloo Line means the line upon which LUL operates the timetabled Customer metro service known as "Bakerloo line";

Bakerloo Line Command and Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Bakerloo Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the BCV Contract;

Base Allocation of L&E Closures means the BCV Base Allocation of L&E Closures, the SSL Base Allocation of L&E Closures and the JNP Base Allocation of L&E Closures or any one of them;

Base Allocation of Minor Closures means the BCV Base Allocation of Minor Closures, the SSL Base Allocation of Minor Closures and the JNP Base Allocation of Minor Closures or any one of them;

Base Debt means the amount of Base Finance that a Notional Infraco would procure as debt including, where relevant, the elements of any lease payments associated with financing the asset which is the subject of the lease;

Base Equity means the amount of Base Finance that a Notional Infraco would procure as equity and/or as shareholder subordinated debt;

Base Finance means the proportion of Extra Finance that a Notional Infraco would require for performance from the Review Date of the Base Obligations;

Base Prices means the price level at 1 April 2002;

Base Obligations means obligations that have been effective between the parties from the Transfer Date ( and new or varied obligations undertaken between the Transfer Date and the Review Date pursuant to the terms of the PPP Contract in force at the Transfer Date apart from new or varied obligations introduced as a consequence of any Review Process ) and included without substantive variation in the Restated Terms effective from the applicable Review Date;

Baseline for Net Adverse Effects means those figures set out in Annex 5 of Schedule 1.9 of the PPP Contracts ( The Statutory Arbiter and Reviews );

Baseline ISC has the meaning given in Appendix 1 ( Underlying ISC and Aggregated Usage Projections ) of Schedule 4.1 ( Performance Payment Mechanism ) of the PPP Contracts;

BCV means Infraco BCV Limited whose registered office is at 55 Broadway, London SW1H 0BD ( Company No. 03923496 );

BCV Base Allocation of L&E Closures means, in respect of L&E Closures, a maximum of 6,000,000 Lost Customer Hours per Review Period;

BCV Base Allocation of Minor Closures means, in respect of Minor Closures, a maximum of 10,350,000 Lost Customer Hours per Review Period;

BCV Contract means the contract between BCV and LUL for the provision of infrastructure maintenance services dated the date hereof as amended from time to time in accordance with its terms;

BCV Insurance Proceeds Account means an escrow account at Deutsche Bank AG ( or such other bank as BCV may from time to time notify to LUL ) in the name of BCV notified by BCV in writing to LUL from time to time where the proceeds of any insurance claim under construction or erection all risks section of the Contract Works Insurance are held until they are properly applied in accordance with the insurance settlement;

BCV Lines means the Bakerloo Line, the Central Line, Victoria Line and the Waterloo & City Line and BCV Line means any one of them;

BCV Network means that part of the LUL Network for which BCV is responsible under the BCV Contract;

BCV Stations means those Stations for which BCV is responsible under the BCV Contract and BCV Station means any one of them;

Benchmark means the level of performance for any given measure consistent with the Underlying ISC;

Benchmark Disruption Event means an event having a duration in excess of forty eight (48) hours and which affects the ability of Infraco to meet a Condition Benchmark or Residual Life Benchmark under its PPP Contract and which arises from an event that is not attributable to Infraco listed in paragraph 2.1.2 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Berth means a section of track that can be occupied by a stationary Train such that the signalling system provides an indication to a following Train that the section is occupied;

Bonus Service Points means a financial measure allocated to Infraco for rectifying faults within the same or a shorter period of time than Special Clearance Times as required under paragraph 3.13 ( Facilities and Fault Rectification Faults ) of Schedule 2.1 of the PPP Contracts, which are allocated in accordance with Schedule 8 ( Service Points ) of the Performance Measurement Code;

Board shall have the meaning ascribed to it in clause 33.2(b) ( Change of Control of LUL ) of the PPP Contracts;

Booking-On Point means a point ( managed by LUL Staff ) where LUL Staff can report for duty and read applicable notices;

Branch Flat Junction means where Trains, in Customer service, travelling in different directions on a Line Branch Section are required by the layout of the track to cross at the same level excluding points used by Trains accessing or egressing a Terminus Platform at the end of the Running Lines where the closest Terminus Platform stop mark is within 500 metres of the toes closest to the Terminus Platform stopmark. For the avoidance of doubt the toes refer to the aforementioned points;

Briefing Document means the prequalification document issued by LUL on 21 June 1999 in connection with the subject matter of the PPP Contracts;

British Standards means those standards produced by the British Standards Institution of 389 Chiswick High Road, London, United Kingdom;

Business Case Development Manual means the document issued by LUL to Infraco bearing the name Business Case Development Manual and as may subsequently be adjusted in accordance with the Standards Code as if it were a Category 1 Standard;

Business Day means any day but excluding Saturdays, Sundays and English bank holidays;

Business Requirements Schedule (BCV and SSL only) means for each Station a schedule of the enhancements to Station Facilities to be carried out by Infraco in relation to that Station as more particularly described in Appendix 14A of Schedule 2.1.

Canteen means a place where LUL Staff may purchase and eat food and drink away from public view;

Cap means the level of performance for Aggregate Capability and Availability below which, and the level of performance for Ambience above which, no further marginal increase in payment shall be made;

Capability means Journey Time Capability, Service Consistency and Service Control;

Capability Adjustment means the adjustment made to the Underlying ISC in respect of the Actual Aggregate Capability score achieved by Infraco compared to the Benchmark performance levels of Aggregate Capability in respect of each Infraco Line Grouping per Payment Period;

Capability Model means the formulae and structure of each Capability Model Workbook used to determine the Capability score for each Line Grouping in journey time minutes ( such score being the sum of Journey Time Capability, Service Consistency and Service Control );

Capability Model Data means the data contained on the worksheets headed "Measurements" ( which contains Infraco Measures ), "Opsco Fixed Inputs" ( which contains Fixed Parameters ) and "Descriptor" ( which includes Line Grouping Capability Descriptors ) within each Capability Model Workbook;

Capability Model Workbook means the workbook and included worksheets containing the Capability Model and the Capability Model Data for each Line Grouping held pursuant to the provisions of Appendix 5 of Schedule 2.2 ( Capability Model Workbook ) of the relevant PPP Contract;

Capability Ratio means either:

(a) the ratio of planned Headway to Minimum Achievable Headway; or

(b) the reciprocal of one plus the maximum recognised gain is delivered relative to planned frequency whichever is the greater, as calculated in accordance with paragraph 3 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Cashflows to Equity means the stream of cashflows representing as negatives, the equity that has been or is to be subscribed in Infraco and Shareholder Subordinated Debt that has been advanced or is to be advanced to Infraco and as positives the Fixed Amounts relating to equity and Shareholder Subordinated Debt being the sum of columns A, B and C of Table 3.0 in Annex 3 of Schedule 1.9 of the PPP Contract, and the amounts allowed pursuant to paragraph 7.2(c) in respect of Base Equity or Eligible Equity;

Causal Incident has the meaning ascribed to it in paragraph 2.9 of Schedule 3 ( Reporting Procedures ) of the Performance Measurement Code;

Category 1 Standards means the individual requirements contained within standards documents issued to Infraco by LUL as Category 1 Standards on or before the Start Date and as subsequently adjusted pursuant to the Standards Code;

Category 2 Standards means the individual requirements contained within the Standards documents issued by LUL to Infraco as Category 2 Standards on or before the Start Date and as subsequently adjusted pursuant to the Standards Change Procedure for Category 2 Standards and, after the Transfer Date, means the individual requirements contained within the Standards documents issued by Infraco to LUL as Category 2 Standards and as may subsequently be adjusted pursuant to the Standards Change Procedure for Category 2 Standards;

CCTV means a closed circuit television surveillance system including cameras, monitors and recording equipment which allows activity inside Train carriages and in Stations and other areas or locations to be monitored and recorded;

CDM Regulations mean the Construction ( Design and Management ) Regulations 1994;

Central London Journey Planner means that portion of the map or plan of the Underground Network which covers central and inner London and which is posted inside Trains;

Centralised Service Agreements means any agreement from time to time between one or more of the Infracos and any member of the LUL Group, the purpose of which is to provide services between the parties to such agreements;

Central Line means the line upon which LUL operates the timetabled Customer metro service known as "Central line";

Central Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the BCV Contract;

Challenge Notice means a notice in writing served upon Infraco specifying in reasonable detail the basis on which LUL disputes the content or calculations of an ISC Adjustment Statement;

Challenge Period means, in respect of any ISC Adjustment Statement, the period of forty five (45) days following the date of submission of such ISC Adjustment Statement;

Change Implementation Plan has the meaning ascribed to it in Section Three ( Changes to Measurement Methodology, Process or Computer Systems ) of the Performance Measurement Code;

Change of Control of LUL has the meaning ascribed to it in clause 33.1 ( Change of Control of LUL ) of the PPP Contracts;

Charges means any charges to be created or created pursuant to, and in accordance with, the provisions of clause 57.1 of the applicable PPP Contract, Charge means any one of them or, as the context requires, a particular one of them, Charge-holder means the holder of any Charge, and Charge Premises means the premises charged or to be charged pursuant to, and in accordance with, clause 57.1 ( including clauses 57.1A to 57.1G ( inclusive ) );

Circle Line means the line upon which LUL operates the timetabled Customer metro service known as "Circle line";

CIS Certificate has the meaning ascribed to it in clause 53.8 ( Construction Industry Scheme ) of the PPP Contracts;

CIS Statutory Deduction has the meaning ascribed to it in clause 53.8 ( Construction Industry Scheme ) of the PPP Contracts;

CIS Registration Card has the meaning ascribed to it in clause 53.10 ( Construction Industry Scheme ) of the PPP Contracts;

CIS Regulations has the meaning ascribed to it in clause 53.8 ( Construction Industry Scheme ) of the PPP Contracts;

Claim shall have the meaning ascribed to it in clause 50.2 ( Third Party Claims ) of the PPP Contract;

Clash means any conflicting request for access which cannot be met for safety reasons;

Clean means substantially free from dust, dirt, body fluids, spillages, stains, scuff marks, rubbish, fallen leaves, chewing gum, broken glass, bird droppings, infestations and food debris and Cleanliness shall be construed accordingly;

Close-out means where an Asset is returned to normal service and the procedures for Station works and Train works in respect of each Line ( as applicable ) are satisfied and Closed-out shall be construed accordingly;

Closure means any planned disruptive works which result in those Facilities which are required under Schedule 2.1 ( Service Outputs ) of the PPP Contracts not being Available in accordance with the Access Code which is either a Major Closure, a Minor Closure, a CTRL Closure or an L&E Closure;

Closure Request Form means a written request properly completed by any party setting out such party's requirement for a Major Closure, a Minor Closure, a CTRL Closure or L&E Closure delivered to the Access Reservation Agency;

Cobourg Street Service Control Centre had the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Code of Practice means the document issued in October 1999, as amended in May 2001, by LUL Employee Relations entitled "Code of Practice for Public Private Partnership Transfers in LUL Contracts" ( which includes guidance on best practice to be followed when transferring staff under TUPE, to the private sector or between contractors );

Codes means the Standards Code, the Access Code, the Performance Measurement Code, the Property Code, the Risk Management and Insurance Code, and Code means any one of them;

Codes Accession Agreement means the Transaction Document of that name;

Command and Control Centre means a room where LUL staff control and supervise fixed signals and lines through the use of computerised equipment and machinery that is networked integrated and accessible to all LUL staff within the room;

Commercial Property means land, building or other property which is let to or otherwise lawfully occupied by any third party for non-operational purposes or is available to be so let or occupied;

Commercially Sensitive Information means any information designated from time to time in accordance with clause 48.1 ( Disclosure of Information ) of the PPP Contracts;

Communications Assets means those Assets used for communication on the Underground Network;

Company Event of Default has the meaning ascribed to it in the Usage Contract;

Compensating Sum has the meaning ascribed to it in clause 53.2 ( General Taxation ) of the PPP Contracts;

Compensation Rate means the rate determined in accordance with the table set out at Appendix 1A ( Compensation Rate ) of the Access Code;

Competent Authority means any legislative, judicial, regulatory or administrative body or agency ( or any subdivision of any of them ) of the United Kingdom or of the European Union or any supranational body which has rulemaking power or whose directives, decisions, instructions, rulings, laws or regulations are directly enforceable against either of the parties in connection with the performance of the PPP Contracts;

Completion means completion of the sale and purchase of the issued share capital of Infraco ( other than the Special Share ) under the Sale and Purchase Agreement;

Completion Accounts have the meaning ascribed to them in the Share Purchase Agreements;

Composite Lease has the meaning ascribed to it in paragraph 4.1.7 ( Grant of Supplemental Leases and Supplemental Underleases ) of Part I of Schedule 1.5 of the PPP Contracts;

Concession Requirements means the criteria set out in paragraphs 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8 of the Standards Code;

Condition Benchmark means the benchmarks as to condition set out in Appendix 1 ( Condition Benchmarks ) of Schedule 3.2 of the PPP Contracts whereby an Infraco is obliged to ensure that particular Assets reach a specified minimum and/or average condition by a specified date;

Conduct Party has the meaning ascribed to it in paragraph 7 of Schedule 5.13 ( Conduct of Claims ) of the PPP Contracts;

Conducting Media means sewers, drains, gutters, rain, water pipes, watercourses, telecommunications, water mains ( including fire system mains and pipework ), drainage pipes, gas mains, electric mains, earthing, bonding and lightning conductors, supply and exhaust ventilation ducts ( both builders work and metalwork ) and trunking, cooling systems pipework, ducts and trunking, compressed air mains, and other pipes, wires, cables, ducts and any other conducting media of whatsoever nature and the associated trunking, trayworks, supports, brackets, hangers, posts, troughs, ducts, manholes, gratings, grilles, dampers and other ancillary apparatus;

Confidential Financial Information means such economic, accounting, taxation and/or financial information ( including returns to shareholders ) as may be utilised, produced or recorded by Infraco in the provision by it of the Services, the publication of which a corporate entity in the same business as Infraco would reasonably expect to be able to protect by virtue of business confidentiality provisions, provided that this shall not apply where provision has been made for the exchange of any information between the parties and any other third parties in the Transaction Documents ( other than the relevant provisions of clause 48 ( Disclosure of Information ) of the PPP Contracts ) and/or to any information which LUL requires to benefit from any licence which Infraco has granted or agreed to grant in respect of Key IPRs pursuant to clauses 37.12 and 37.13 ( Use by LUL of Infraco/Third Party IPRs ) of the PPP Contracts;

Confliction means a point where the movement of a Train can be impeded by another Train joining from another route;

Congestion Relief Project means a project to enable the reduction of congestion experienced by Customers at a Station;

Connect Contract means the PFI Contract for Project Connect being the Transmission and Radio Contract dated 19 November 1999 between London Underground Limited and Citylink Telecommunications Limited;

Connect Contractor means the PFI Contractor under the Connect Contract;

Connect CER Lease means the leases by way of several demise of communication equipment rooms dated 19 November 1999 and 20 December 1999 between London Underground Limited, London Transport and Citylink Telecommunications Limited;

Connect Contract Agreement for Property Interests means the agreement for property interests dated 19 November 1999 made between LUL, LRT and Citylink Telecommunications Limited;

Connect Deed of Grant of Easements means the deed of grant of easements dated 19 November 1999 made between London Underground Limited, London Transport and Citylink Telecommunications Limited;

Connected Person means, in relation to Infraco, any of its employees, directors, contractors, agents, sub-contractors, suppliers, professional advisers, shareholders ( actual or potential ), ( and any company of which a shareholder is a wholly owned subsidiary ), representatives, Funders and prospective lenders and their respective advisers from time to time;

Consequential Incident has the meaning ascribed to it in paragraph 2.8 of Schedule 3 ( Reporting Procedures ) of the Performance Measurement Code;

Construction Act Contract means a contract (a) which is listed in Schedule 1 ( The Contracts ) to the Dispute Resolution Agreement, and (b) which falls within the definition of "construction contract" contained in Part II of the Housing Grants, Construction and Regeneration Act 1996, and (c) to which the application of Part II of the said Act is not excluded either by the terms of Part II of the said Act or by the terms of the Construction Contracts ( England and Wales ) Exclusion Order 1998;

Construction Act Dispute means any Dispute arising under a Construction Act Contract to the extent that such Dispute relates to "construction operations" as defined by Part II of the Housing Grants, Construction and Regeneration Act 1996;

Contract Disposal Date in relation to the transfer of certain property rights and liabilities of an Infraco under a Contract Disposition Agreement, the date of completion of the Contract Disposition Agreement in accordance with clause 2 thereof;

Contract Disposal Calculation Date means the earlier of: (a) the Contract Disposal Date; and

(b) the date an amount becomes payable under clause 41.6B of the PPP Contracts;

Contract Disposition Agreement means an agreement substantially in the form of the agreement at Schedule 5.16 ( Contract Disposition Agreement ) of the PPP Contracts entered into between the parties to a PPP Contract and a Permitted Transferee or an LUL Nominee as part of a Contract Sale;

Contract Expiry Actual Asset Condition means the condition of the Assets as determined by the Independent Valuer at or about the Expiry Date ( including but not limited to the remaining expected useful life of each class of Asset and of each Asset in each class as at the Expiry Date );

Contract Expiry Required Asset Condition means the condition in which Assets are required to be on the Expiry Date, such condition to be in compliance with the applicable Condition Benchmarks and Residual Life Benchmarks detailed in the Appendices to Schedule 3.2 ( Reasonable Life Expectancy, Condition Benchmarks and Residual Life Benchmarks ) of the PPP Contracts;

Contract Manager means the person appointed on behalf of LUL and the Infracos respectively for managing their respective PPP Contracts;

Contractor Passes has the meaning ascribed to it in paragraph 3.1 of Schedule 1.7 ( Staff ) to the PPP Contracts;

Contract Payment shall have the meaning assigned to it in clause 53.5 ( VAT ) of the PPP Contracts;

Contract Period means in relation to the PPP Contracts, the period commencing on the Start Date and ending on the Expiry Date;

Contract Register means a list of all sub-contracts entered into in connection with the PPP Contracts pursuant to Schedule 5.4 ( Sub-Contracts ) of the PPP Contracts;

Contract Sale means the process by which Infraco:

(a) disposes of its rights, benefits and obligations under the applicable PPP Contract in accordance with clause 41( Mandatory Sale ) of the PPP Contract to, as the case may be, either a Permitted Transferee or an LUL Nominee by the completion of a Contract Disposition Agreement; and

(b) transfers to, or vests in, as the case may be, either a Permitted Transferee or an LUL Nominee its interests in the Assets in compliance with the provisions of Schedule 5.9 paragraphs 10.1 to 10.3 ( Key System Assets ) of the PPP Contracts;

Contract Works Insurance has the meaning ascribed to it in paragraph 2.1 of Schedule 5.19 ( Insurance );

Contract Year or Financial Year or Payment Year mean the period from and including 1 April in any calendar year up to and including 31 March in the following calendar year, provided that: (a) the first Contract Year shall be the period from and including the Transfer Date up to and including the following 31 March; and

(b) the last Contract Year shall be the period from and including 1 April in that calendar year up to and including the Expiry Date;

Controlled Processes means the management processes and procedures employed by Infraco, or other parties in an Assurance Chain, which comply with the requirements of Safety Control Standard 10 ( Assurance );

Controlled Waters means ( in respect of the JNP Contract only ) controlled waters as defined in Section 104 of the Water Resources Act 1991;

Control Room has the meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Control Point means a location where the signalling can operate in each of the following modes: (i) in accordance with the timetable;

(ii) automatically ( either on a first come first served basis or at regulated intervals ); or

( iii ) manually;

Control Room has the meaning given at paragraph 1.3 of Schedule 4 to the Inter-Infraco Assets and Facilities Agreement;

Control Speed Area means the section of track over which Control Speed Permission applies;

Control Speed Permission means where the signalling allows the Train to proceed only when it is travelling less than a specified speed;

Control Systems Excess Journey Time or EC means the sum of all control related components excess journey time, as set out in paragraph 1.1 of Part C of Schedule 1 ( Capability Matrix ) of the Performance Measurement Code;

Corporate IPRs means those trade marks, trade names and other IPRs listed in Part 1 of Schedule 1.8 ( Corporate IPRs ) of the PPP Contract, as amended by LUL from time to time to (i) add further IPRs to the list of Corporate IPRs or (ii) remove or otherwise amend IPRs from or in the list of Corporate IPRs as a consequence of a change to relevant Standards;

Corrective Action Notice means a notice substantially in the form contained in Schedule 5.15 ( Form of Corrective Action Notice ) of the PPP Contracts;

Correction Period means the period of time in which Infraco shall remedy events or after which Service Points will be allocated if not remedied ( in accordance with paragraph 1 of Part B of Schedule 8 ( Service Points ) of the Performance Measurement Code );

Corrupt Gifts and Safety Breach Disposition Price means the amount calculated as at the Contract Disposal Calculation Date which is equal to the aggregate of the Approved Debt and Approved Mezzanine Debt;

Co-Subsidiary means a company which has the same immediate parent company as Infraco;

Counter Space means a desk top area suitable for ticket office machines and other materials required for ticket selling operations;

Covenantor has the meaning ascribed to it in clause 24.9 ( Resistance of Claims ) of the PPP Contracts;

Covered Risk means any loss, destruction or damage to any property of Infraco including property for which it is responsible or for which it deems itself responsible, or circumstances arising as a consequence of any such loss, destruction or damage, other than any loss, destruction or damage resulting from or represented by: (i) a deliberate act or omission by Infraco which it knew, or should reasonably have known, could give rise to a loss;

(ii) war, invasion, acts of foreign enemies, hostilities ( whether war be declared or not ), civil war, rebellion, revolution, insurrection, military or usurped power, confiscation, nationalisation or requisition by or under the order of any government or public or local authority;

( iii ) ionising radiation or contamination by radioactivity from any nuclear fuel or nuclear waste from the combustion of nuclear fuel or radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof;

(iv) wear and tear, gradual deterioration, rusting, metal fatigue, oxidation, auto-oxidation, damp, change in temperature or humidity caused by weather conditions, action of air or light or natural heating or drying or by normal settling, shrinkage or expansion in buildings or foundations, corrosion, gradual erosion of soil;

(v) pollution or contamination unless caused by a Defined Peril or such pollution or contamination causes a Defined Peril;

(vi) rising Water Table;

( vii ) fermentation, evaporation, loss of weight, contamination or change in quality ( except where such damage or loss is directly caused by an occurrence which is not otherwise excluded );

( viii ) the cost of replacing, repairing or rectifying defective parts, materials, bad workmanship, design or defect or omission in design or specification or latent defect;

(ix) disappearance, unexplained or inventory shortage, misfiling or misplacing of information; or

(x) wasting, wearing away or wearing out of any part of a machine including Rolling Stock caused by or naturally resulting from ordinary use or working rust or gradual deterioration, provided that the events specified in sub-paragraphs (iv), ( viii ) and (x) shall not exclude further loss destruction or damage which itself results from an event not otherwise excluded;

Crowding Penalty means a multiplicative adjustment to on-Train time to reflect the relationship between the level of Customer demand and the capacity of the Train Service provided, as calculated in accordance with paragraph 1.1 of Part A of Schedule 1 ( Capability Matrix ) of the Performance Measurement Code;

Croxley Link means the proposed extension to the Croxley branch of the Metropolitan Line;

Crush Capacity means the sum of Crush Standing Capacity ( C(j) ) and Seating Capacity ( S(j) );

Crush Standing Capacity or C(j) means the maximum number of standing Customers that can be accommodated on a Train at a density of seven (7) Customers per square metre, calculated in accordance with paragraph 5.1 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

C-Stock means Rolling Stock of types C69 and C77;

CTRL Closure means a Minor Closure or Partial Station Closure, as the case may be, for the purpose of performing SSL's obligations under the CTRL Works Agreement or obligations of SSL's contractors and/or consultants which arise out of a CTRL Construction Contract or a CTRL Consultant Contract;

CTRL Closures Allocation means, in respect of CTRL Closures, a maximum of 3,500,000 Lost Customer Hours for the first Review Period;

CTRL Construction Contract has the meaning ascribed to the term "Construction Contract" in the CTRL Works Agreement;

CTRL Consultant has the meaning ascribed to the term "Consultant" in the CTRL Works Agreement;

CTRL Consultant Contract has the meaning ascribed to the term "Consultant Contract" in the CTRL Works Agreement;

CTRL Contractor has the meaning ascribed to the term "Contractor" in the CTRL Works Agreement;

CTRL Works Agreement means the agreement entered into between SSL and LUL relating to the construction of the works to the existing St. Pancras ticket hall being part of the works comprised in Work No. 4 of the Channel Tunnel Rail Link Act 1996 and the entirely of Work No. 5R referred to in Section 1 of Schedule 1 to the Channel Tunnel Rail Link Act 1996 and, if the Secretary of State requests, works for the construction of the northern ticket hall being part of the works comprised in Work No. 4 of the Channel Tunnel Rail Link Act 1996;

CuPID means the PPP Contract's Performance Information Database;

CuPID Incident Number means the unique reference number assigned to an Incident or Disruption and entered into the CuPID Database ( as the case may be ) as more particularly described in the Performance Measurement Code;

Custody Agreement means the agreement in relation to the Data Room prepared for the Public, Private Partnership for London Underground Limited between LUL, BCV, SSL, JNP and NCC Escrow Limited;

Customer means a customer on the Underground Network;

Customer Conveyor Downtime means where one or more Customer conveyor is either taken out of service completely or used as a fixed walkway and the minimum delay is two (2) or more minutes as more particularly described in Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Customer Emergency Plungers means prominent push switches or other devices located on platforms which enable the Customers to stop a Train in the event of an emergency;

Customer Facing External Surfaces means all external surfaces of a Station or other operational building which are visible to the public;

Customer Loading or Customer Load means the Customers carried on a Train at any point in time;

Customer Security Mirrors means mirrors of solid construction, installed in Station Routeways to allow Customers and LUL Staff to see around blind corners, recesses, wide pillars and other obstructions;

Data means all and any data compiled, generated, collected, processed or stored during the performance by Infraco of the Services, including Personal Data and data supplied by Infraco to LUL as part of the Services;

Data Records means records and procedures for collating, checking, recording and retaining such records as set out in paragraph 7 of Section Two of the Performance Measurement Code ( Performance Measurement );

Data Room means the information, documents, agreements and plans listed on the Agreed Data Room Index applicable to any particular Infraco which are contained on the Data Room Server or in hard copy only, those in hard copy being listed in Schedule 1 of the Custody Agreement;

Data Room Server means the server that contains the elements of the Data Room which are held in electronic form ( but not including those elements which are contained on CD Rom only );

Date of Appointment means the date of posting of written confirmation to the parties to a Dispute of the appointment of the Adjudicator pursuant to paragraph 1 of Schedule 3 ( Adjudication Procedures ) of the Dispute Resolution Agreement;

Date of Construction Act Appointment means the date of posting of written confirmation to the parties to a Dispute of the appointment of the Adjudicator pursuant to paragraph 1 of Schedule 3 ( Adjudication Procedures ) of the Dispute Resolution Agreement;

Date of Contract means the date on which a Transaction Document in which the reference is contained is signed by the parties to that Transaction Document;

DCF Amount

Infraco specific definitions

Deed of Participation means an agreement in the form set out in Schedule 5.18 ( Form of Deed of Participation ) of the PPP Contracts;

Deeds Room means the room or rooms in such location or locations as LUL may specify before the Transfer Date containing information including Title Matters relevant to Operational Property as updated from time to time and/or any other rooms as LUL may notify to Infraco from time to time;

Deeds Room Register means a register to be maintained by the Deeds Room Supervisor for identification of all deeds, documents and other information contained in the Deeds Room from time to time;

Deeds Room Supervisor means the person nominated by LUL from time to time with responsibility for maintaining and supervising access to the Deeds Room;

Deep Tubes means those tunnels on the Underground Network comprising the underground sections of the Jubilee Line, the Northern Line, the Piccadilly Line, the Bakerloo Line, the Central Line, the Victoria Line and the Waterloo & City Line;

Defaulting Party has the meaning ascribed to it in clause 66 ( Default Interest ) of the PPP Contracts;

Defect means where an Asset is or is suspected to be deviating from its design specification to the extent that it cannot be used safely or within its normal operational parameters, as determined by the asset operator;

Deferred Funding Liabilities means the aggregate amount of equity or subordinated debt which the Sponsors of Infraco have agreed to provide to any Finance Obligor ( and which at the relevant time of any calculation they have not yet provided ) pursuant to and in accordance with the terms of the Shareholder Investment Agreements ( whichever is relevant ) between: (a) in relation to BCV, inter alia, the Sponsors of BCV, Metronet BCV Rail Finance plc and Metronet BCV Holdings Limited; and

(b) in relation to SSL, inter alia, the Sponsors of SSL, Metronet SSL Rail Finance plc and Metronet SSL Holdings Limited, to be entered into on or about the Transfer Date;

Defined Peril means any of fire, lightening, explosion, earthquake, aircraft or other aerial devices or articles dropped therefrom, riot, civil commotion, strikes, locked-out workers, persons taking part in labour disturbances, malicious persons, storm, flood, escape of water from any tank, apparatus or pipes, impact and terrorism;

Delay Event means an event or circumstances arising as a consequence of an event, resulting from:

(a) LUL Breach;

(b) the Failure of equipment or an interruption in the supply of power or other utility services for which Infraco is not responsible;

(c) a Successful Title Claim;

(f) a Remedial Action to the extent that the parties have agreed, or it has been determined in accordance with the Dispute Resolution Agreement, that LUL is liable for the Environmental Harm giving rise to such Remedial Action;

(g) compliance with an Enforcement Notice in circumstances where paragraphs 3.5(c) or (d) or ( in the case of JNP Contract only ) the second proviso to paragraph 3.6 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract apply;

(h) a Force Majeure Event;

(i) a Covered Risk;

(j) Infraco being prevented from using the Existing Key IPRs;

(k) flooding caused by the rising Water Table;

(l) Infraco's confirmed access under the Access Code being delayed or cancelled by LUL in circumstances where LUL shall be liable to compensate Infraco pursuant to clause 8.4 ( Cancelled or Delayed Access ) of the Access Code;

(m) save in circumstances where the provisions of clause 16.9 ( Non-Compliance with LUL Safety Case ) of the PPP Contract apply, HMRI determining that LUL is failing to comply with the LUL Safety Case in circumstances where there is no defence available to LUL under Regulation 10(2) of the Safety Case Regulations and where LUL does not dispute that failure, or where LUL does dispute that failure, such dispute is resolved against it;

(n) material or persistent failure by Infraco JNP to make available TransPlant Services ( as defined in the TransPlant Agreement ) booked in accordance with clause 2.5 of the TransPlant Agreement prior to March 2007; and/or

(o) a failure or unreasonable delay by Railtrack in its role as Infrastructure Controller in approving LUL's use of Rolling Stock or signalling either on Railtrack's infrastructure for the Line Selections which are allocated to Infraco BCV or Infraco SSL as the case may be by Table 2 of Appendix 8 of Schedule 2.2 or on track adjacent to or intersecting with Railtrack infrastructure and provided that such failure or delay does not result from the failure of Infraco BCV or Infraco SSL ( as the case may be ) to perform its obligations in accordance with Good Industry Practice;

(p)

(i) the failure of LUL to approve or give notice to Infraco that it is withholding its approval of a Work Package Plan by the date determined pursuant to paragraph 7.6 of Schedule 3.1 ( Asset Management Regime ) where the response from LUL was on the critical path of the work forming the Work Package Plan in question; or

(ii) the withholding by LUL of approval of a Work Package Plan for any reason other than those specified in paragraph 7.8 of Schedule 3.1 ( Asset Management Regime );

Delay Event (JNP definition only) means an event or circumstances arising as a consequence of an event, resulting from:

(a) LUL Breach;

(b) the Failure of equipment or an interruption in the supply of power or other utility services for which Infraco is not responsible;

(c) a Successful Title Claim;

(g) compliance with an Enforcement Notice in circumstances where paragraphs 3.5(c) or (d) or ( in the case of the JNP Contract only ) the second proviso to paragraph 3.6 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract apply;

(h) a Force Majeure Event;

(i) a Covered Risk;

(j) Infraco being prevented from using the Existing Key IPRs;

(k) flooding caused by the rising Water Table;

(o) a failure or unreasonable delay by Railtrack in its role as Infrastructure Controller in approving LUL's use of Rolling Stock or signalling either on Railtrack's infrastructure for the Line Sections which are allocated to Infraco BCV or Infraco SSL as the case may be by Table 2 of Appendix 8 of Schedule 2.2 or on track adjacent to or intersecting with Railtrack infrastructure and provided that such failure or delay does not result from the failure of Infraco BCV or Infraco SSL ( as the case may be ) to perform its obligations in accordance with Good Industry Practice;

(p)

(ii) the withholding by LUL of approval of a Work Package Plan for any reason other than those specified in paragraph 7.8 of Schedule 3.1 ( Asset Management Regime );

Deliver into Service means the delivery into service of any new Facility or of any enhancement to any existing Facility: (a) in compliance with the requirements of Appendix 9 ( Delivery into Service of New and Enhanced Facilities ) of Schedule 2.1 of the PPP Contracts;

(b) in connection with the implementation of a Pre-disclosed Commercial Transaction; or

(c) in connection with a Major Enhancement, and Delivery into Service and Delivered into Service shall be construed accordingly;

Delivered into Service means the delivery into service of any new Facility or of any enhancement to any existing Facility: (a) in compliance with the requirements of Appendix 9 ( Delivery into Service of New and Enhanced Facilities ) of Schedule 2.1 of the PPP Contracts;

(b) in connection with the implementation of a Pre-disclosed Commercial Transaction; or

(c) in connection with a Major Enhancement, and Delivery into Service and Deliver into Service shall be construed accordingly;

Delivery into Service means the delivery into service of any new Facility or of any enhancement to any existing Facility: (a) in compliance with the requirements of Appendix 9 ( Delivery into Service of New and Enhanced Facilities ) of Schedule 2.1 of the PPP Contracts;

(b) in connection with the implementation of a Pre-disclosed Commercial Transaction; or

(c) in connection with a Major Enhancement,

and Deliver into Service and Delivered into Service shall be construed accordingly;

Depot Direct Agreement has the meaning ascribed to it in the Usage Contract;

Depot Facilities Agreement means the Transaction Document of that name;

Depot Late Start-ups means where Trains are unable to enter or leave scheduled service from depots, sidings and other stabling locations including platforms as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Depot Leases has the meaning ascribed to it in the Usage Contract;

Depot PFI Unit means any premises forming part of Depot Premises which as at the Transfer Date have been let to any party pursuant to a PFI Contract ( other than pursuant to the Northern Line Train Service Contracts );

Depot Premises means those depots, works and other premises forming part of the Premises details of which are set out in the Third Schedule to the Lease;

Depot Sub-lease means a sub-lease of any Infraco's Depot Premises to be granted by or to Infraco to or by another Infraco ( or in the case of Depot Premises at Ealing Common only to be granted by Infraco to Transport Trading Limited in respect of the London Transport Museum's Depot at Ealing Common Depot ), in each case substantially in the agreed form;

Derogation means any concession awarded or derogation granted by LUL in relation to compliance with any Standard;

Designated Credit Rating means a Standard and Poor's Ratings Services long-term credit rating of AA or better or a Moody's Ratings Services long-term credit rating of Aa2 or better or if either such agency no longer offers such rating, an equivalent rating with an agency of equivalent standing;

D-Stock means Rolling Stock type D78;

Development has the meaning given to it in section 55 of the Town and Country Planning Act 1990 or any equivalent provision;

Direct Agreement means an agreement entered into by LUL substantially in the form of Schedule 5.10 ( Direct Agreement ) of the PPP Contracts in relation to the entering into by Infraco of Key Sub-Contracts;

Direct Leases has the meaning ascribed to it in the NLTSC Restructuring Agreement;

Disclosure Letter means the letter in the agreed form issued by LUL in connection with the Share Purchase Agreement;

Discriminatory Change of Law means any Law Change ( other than a Law Change relating to Taxation ), the terms of which apply expressly to, or the effect of which is to discriminate directly against: (a) the transaction reflected in the Transaction Documents and/or to PFI/PPP transactions generally, or

(b) to, or against, the Infraco affected or PFI/PPP contractors generally and not to, or against, other persons ( apart from any other Infraco );

Discriminatory Change of Tax Law means any Law Change relating to Taxation: (a) the terms of which apply expressly to or the effect of which is to discriminate directly against, the transaction reflected in the Transaction Documents and/or to PFI/PPP transactions generally, or to, or against, the Infraco affected or PFI/PPP contractors generally and not to, or against, other persons ( apart from any other Infraco ); and/or

(b) which specifically refers to, or the effect of which is to specifically discriminate against, the provision of services the same as or similar to the Services ( or any of them ) and/or the provision of transport services on the Underground Network or transport services on underground railway and/or light rail systems and impacts on the provision of the Services; and/or

(c) which Law Change (i) is to section 95 of the Capital Allowances Act 2001 and (ii) has the effect that capital expenditure of the Infraco incurred before 1 January 2011 will be long-life asset expenditure within the meaning of section 90 Capital Allowances Act 2001 in circumstances where but for that Law Change the expenditure would not have been long-life asset expenditure;

Disposition Period means the period of twelve (12) months commencing on the date of a Mandatory Sale Notice;

Dispute means any dispute, controversy or claim of whatever nature between two (2) or more of the parties to the Dispute Resolution Agreement arising under, out of or in connection with any one or more of the contracts listed in Schedule 1 ( The Contracts ) to the Dispute Resolution Agreement ( including any question of the breach, interpretation, validity, effect, performance or termination of any one or more of the contracts listed in Schedule 1 ( The Contracts ) to the Dispute Resolution Agreement and any claims for set off or counterclaim );

Dispute Resolution Agreement means the Transaction Document of that name;

Disruption means where due to the occurrence of an Incident the Train Service or the Station Service is interrupted including Train Service Disruption, Speed Restrictions, Platform Closure, Full Station Closure, Partial Station Closure, Full Line Suspension, Lift Downtimes, Escalator Downtimes and Customer Conveyor Downtimes as more particularly defined in Table 1 of Part A of Schedule 5 ( Disruption, Defect and Failure Definition ) of the Performance Measurement Code;

Disruption Event means an event affecting the ability of Infraco to perform its services under its PPP Contract arising from an Incident that is not attributable to that Infraco as determined in accordance with paragraph 2 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code, the consequence of which being that, in relation to any one day, the actual number of Trains in Service on any Line measured at each hourly interval from 0600 to 2400 hours ( inclusive of such times ) as a percentage of the number of Trains in Service scheduled to run at the same hourly interval on that Line, produces a percentage ( when aggregated with the results obtained for every hourly interval during the whole day ) of less than fifty (50) per cent.;

Disruption Time means the time period(s) required to calculate NACHs values or Service Points for an Incident. These may be Initial Delays and/or Durations, as described in Table 1 of Part B of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code. The Disruption Time for the Incident will be the relevant time periods of its Primary Disruption;

Disruptive Access means any access which is not Non-Disruptive Access;

Disruptive Commercial Exploitation means any LUL Commercial Exploitation ( including any implementation works ) but shall not include (i) Permitted Commercial Exploitation or (ii) LUL Commercial Exploitation to be undertaken pursuant to the Major Enhancement Agreement ( except where Outsourced ME Works are carried on by an Alternative Provider as provided in Part C ( Major Enhancement carried out by an Alternative Provider ) of the Major Enhancement Agreement );

District Line means the line upon which LUL operates the timetabled Customer metro service known as "District line";

DMI or Dot Matrix Indicator means a display panel located inside a Train carriage or in a Station which, by the use of light-emitting diodes to form textual and other messages conveys information to Customers, including the destinations and the number of minutes before arrival of subsequent Trains;

Door Close Button means the device which is first used to initiate the closing of all the passenger saloon doors, on one or both sides, of a Train. For the avoidance of doubt, if several such devices exist, Door Close Button shall refer to the device which is normally used for normal service operation on the Route being tested;

Door Opening Time or DOT means the time taken for the Train doors to open, measured and calculated in accordance with paragraph 2.4 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Door Open Train Wire means any device providing the driver of a Train with an indication of when the Train doors may be safely opened to allow Customers to board and alight from the Train;

Door Open Train Wire Enabled means that the Door Open Train Wire indicates that the Train doors may be safely opened to allow Customers to board and alight from the Train;

Draft Category 1 Standard means a draft Category 1 Standard identified in writing by LUL to Infraco as being in final form but subject to final approval in accordance with the terms of the Standards Code;

Draft Category 2 Standard means a draft Category 2 Standard created and identified in writing by LUL to Infraco on or before the Start Date as being substantially in the final form but subject to approval in accordance with the Standards Change Procedure for Category 2 Standards and, after the Transfer Date, means Draft Category 2 Standards identified in writing by Infraco to LUL as being substantially in final form but subject to approval in accordance with the Standards Change Procedure for Category 2 Standards;

Draft Standard SpAP means the form of the "Draft Category 1 Standard for the allocation of space on operational property" dated 6 August 2001 ( which is identified under ID 7566 on the Identified Standards Gaps List and is disclosed in the Data Room under Document ID number 30286 );

Draughtscreen means a screen separating the Seat Spaces adjacent to the doors in a car from the standing area inside the doors;

DSM or Duty Station Manager means the member of LUL Staff whose job title is "Duty Station Manager" or who fulfils the job specification for such position;

DTM or Duty Manager (Trains) means the member of LUL Staff whose job title is "Duty Manager ( Trains )" or who fulfils the job specification for such position;

Duty Manager (Trains) Office means a private area in a Station, out of the public's view, for use by the member of LUL Staff whose job title is "Duty Manager ( Trains )" or who fulfils the job specification for such position;

Duty Operations Manager means a member of LUL Staff whose job title is "Duty Operations Manager" or who fulfils the job specification of such position;

Duty Operations Manager's Office means a private area in a Station, out of the public's view, for use by the Duty Operations Manager;

Dwell Time or DWT (pxy) means the total length of time for which a Train is at rest in a Station to allow Customers to board and alight, measured and calculated in accordance with paragraph 2.5 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Earliest Implementation Date means the earliest date by which Infraco is required to Deliver into Service new or enhanced Train Facilities which meet the Journey Time Capability target score as set out in Appendix 5A to Schedule 2.1 ( Specified Line Upgrades ) to the PPP Contracts;

Earl's Court Service Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Earl's Court Signal Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

East London Line means the line upon which LUL operates the timetabled Customer metro service known as "East London line";

East London Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the SSL Contract;

EBL Facility means the facility provided to Tube Lines ( Holdings ) Limited by HSBC Investment Bank plc, Mizuho Corporate Bank, Ltd and Societe Generale;

Electricity Substation means a substation let to a public electricity supplier for the supply of electricity to the public;

Electronic Station Entrance Information Board means an electronic display panel situated at the Station entrance used to provide Customers with up-to-date local and network Train Service and Station Service information;

Electronic Whiteboard means a free-standing or wall mounted electronic display panel used to provide Customers with up-to-date local and network Train and Station Service information;

Eligible Costs has the meaning ascribed to it in the definition of Qualifying Costs;

Eligible Debt means the amount of Eligible Finance that a Notional Infraco would procure as debt including, where relevant, the elements of any lease payments associated with financing the asset which is the subject of the lease;

Eligible Equity means the amount of Eligible Finance that a Notional Infraco would procure as equity and/or as shareholder subordinated debt;

Eligible Finance means the proportion of Extra Finance that a Notional Infraco would require: -

(a) for performance of new or varied obligations included in the Restated Terms effective from the applicable Review Date or which a Notional Infraco would require irrespective of whether there are new or varied obligations included in the Restated Terms: (i) as a consequence of changes in the payment profile of the ISC or the Affordability Constraints being less than the amount ( allowing for the effects of indexation ) anticipated to be the ISC for the relevant Review Period at the Transfer Date and such reduction is not matched by any combination of reducing services to be provided pursuant to the Contract and reduction in the costs of a Notional Infraco in providing them; and

(ii) as a consequence of any amount which LUL has stated pursuant to paragraph 2.1 of Schedule 1.9 ( The Statutory Arbiter and Reviews ) it wishes to make upon expiry of the Contract; and

(b) if the amount payable by LUL pursuant to paragraph 7.4, Schedule 1.9 is not sufficient to fund the costs referred to in paragraph 7.2( a/b ) without the need to draw on other finance, to meet the unfunded operating and capital costs of a Notional Infraco after the first Review Date in respect of assets classified as Grey Assets on the Transfer Date;

Eligible ISC has the meaning ascribed to it in the definition of Qualifying Revenues;

Emergency Access means access to Stations and/or railway infrastructure required to deal with an Incident as defined in the Manual;

Emergency Lighting means that part of Station lighting ( typically twenty five (25) per cent. ) within public areas and Staff Accommodation that is connected to a supply of electricity other than the normal operating supply, identifiable through separate labelling;

Emergency Only Siding means a section of track that may be used to stable a Train in an emergency at any time of day, without impeding normal operation, as specified in the Capability Model Workbook;

Emergency Procedures Plan means a plan or procedure which is drawn up and used by LUL for the purpose of handling emergency situations affecting the Train or Station Service;

Emergency Reversing Capability means the measure of the average proximity of facilities on a Line Grouping allowing Trains to reverse in an emergency situation as calculated by the Capability Model Workbook;

Emergency Reversing Location means a location where Trains can reverse their direction of travel along the same Line Grouping without changing their direction of travel more than once and which can be used by LUL to reverse Trains in the event of Disruption. Emergency Reserving Locations shall not include the last Customer destination at either end of the Running Line for any given Line Grouping;

Emergency Services means the provision of such services of a temporary nature as an Incident Officer may request to deal with an incident, as defined in the Manual;

Emergency Step-in Notice has the meaning ascribed to it in clause 23.2(b) ( Emergency Step-in and Direction ) of the PPP Contracts;

Employee means in relation to an Infraco any employee who is employed by that Infraco;

Employee Records has the meaning ascribed to it in paragraph 1.1 of Schedule 1.7 ( Staff ) to the PPP Contracts;

Employers' Liability Insurance has the meaning ascribed to it in clause 8.1 ( Employers' Liability Insurance ) of the Insurance Agreement and shall include any employers' liability insurance procured by an Infraco in accordance with paragraph 1.1 of Schedule 5.19 ( Insurance );

Enabling Works Element has the meaning ascribed to it in the Usage Contract;

Enclosed Waiting Area has the meaning ascribed to it in paragraph 17.3 ( Waiting Rooms and Enclosed Waiting Areas ) of Appendix 14B of Schedule 2.1 of the PPP Contracts;

End Date means, in relation to any Periodic Review or Extraordinary Review, the date that the Statutory Arbiter directs as the last date on which LUL may exercise of any of the LUL Options but which, in relation to a Periodic Review, may not be after the Review Date;

End of Duration has the meaning ascribed to it in respect of different types of Disruptions as set out in Table 2 of Part B of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

End of Initial Delay has the meaning ascribed to it in respect of different types of Disruptions as set out in Table 2 of Part B of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

End Station means the Station at which a Maximum Wheel Start - Wheel Stop Time ends as set out in Appendix 5B ( Maximum Wheel Start-Wheel Stop Time ) of Schedule 2.1 of the PPP Contracts;

Enforcement Action means any of the following: (a) an Enforcement Notice;

(b) any action taken by a Local Planning Authority in enforcement of the Planning Acts or any agreement or undertaking made pursuant to the Planning Acts whether such action is taken under the provisions of the Planning Acts or under the general law;

Enforcement Notice means any notice served by a Local Planning Authority alleging contravention of any of the Planning Acts;

Engineering Hours means (i) in relation to Stations, the period of time scheduled for the relevant Station to be closed on the relevant day in accordance with the Station Times Book and, (ii) in relation to a particular Traction Current Section as defined in the " Guide to Switching Traction Current On and Off " to the Manual, the period of time between the Published Time or, if later, the Amended Time traction current is switched off and the Published Time or, if earlier Amended Time, the Traction Current is switched on any Line ( other than the Putney Bridge to Wimbledon section of the District Line ). For Putney Bridge to Wimbledon section of the District Line Engineering Hours are between 1.30am to 4.30am on any day to allow Infraco to perform such scheduled maintenance and other works as may be required to enable it to perform the services;

Engineering Over-Run will include all Service Disruptions which are designated as a Primary Disruption, as a result of Infraco works being extended beyond the agreed Engineering Hours without the agreement of LUL or Closures booked under the Access Code and attributed to Infraco in accordance with Schedule 4 ( Fault Attribution Procedure ) of the Performance Measurement Code;

Engineering Train Access Request Form means a request form properly completed by any party setting out such party's requirements for access for an Engineering Train Path delivered to the Access Reservation Agency;

Engineering Train Path means a train path used for the movement of Engineering Trains;

Engineering Trains means Rolling Stock used for the maintenance of the Underground Network;

Engineering Works Prioritisation Factors means the factors set out at Appendix 4 ( Engineering Works Prioritisation Factors ) of the Access Code;

Engineering Works Safety Arrangements (EWSA) means the weekly publication by the Access Reservation Agency of all planned engineering track works on the LUL Network including Engineering Train Paths;

Enhanced Refurbishment Completion Date has the meaning ascribed to it in paragraph 1 of Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 ( Service Outputs ) of the PPP Contract;

Enhanced Station Refurbishment has the meaning ascribed to it in paragraph 1 of Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 to the PPP Contracts;

Environment means all, or any, of the following media ( including such media within buildings or other natural or man made structures above or below ground ) air, water, sewage systems and land and any living organisms or systems supported by those media;

Environmental Forum shall have the meaning ascribed to it in clause 35.3 ( Environmental Management ) of the PPP Contracts;

Environmental Harm means any material injury or damage to, or pollution or impairment of the Environment but shall not include harm to any person or persons;

Environmental Management System means a series of documented policies, standards, systems and practices providing a framework within which Infraco shall conduct and manage all operations and activities carried out in connection with the provision of the Services which relate to or could affect the Environment;

Equipment means plant, machinery or Utilities Equipment which at the date of the PPP Contract: (a) an Infraco alone uses for the purpose of carrying out the Services and which is not required by any other Infraco for the performance of its obligations to LUL; and

(b) is affixed to the premises demised or intended to be demised under any lease granted to another Infraco pursuant to a PPP Contract; and

(c) is not the subject of an easement by way of rights granted under the Lease;

Equipment Airspace means the airspace which the Equipment will occupy following the carrying out of any works of refurbishment, renewal, repair or replacement of it and which shall be as shown on the plan supplied with the Equipment Notice subject to agreement in accordance with paragraph 6.4 ( Agreement of Equipment Premises ) of Schedule 1.5 to the PPP Contract;

Equipment Direct Lease has the meaning ascribed to it in the Usage Contract;

Equipment Element has the meaning ascribed to it in the Usage Contract;

Equipment Notice means a notice served pursuant to paragraph 6.1 ( Notice by Infraco ) of Schedule 1.5 to the PPP Contract;

Equipment Premises means the land to which the Equipment is affixed;

Equipment Works means works of refurbishment renewal repair or replacement to Equipment;

Equity Rate of Return for purposes of the relevant PPP Contract means the Internal Rate of Return ( after interest on and repayment of debt, but before tax ) of the Cashflows to Equity:

(a) equal to that percentage specified in paragraph 1.6 of Schedule 1.9 of the relevant PPP Contract in respect of equity to be subscribed in the Infraco and Shareholder Subordinated Debt expected to be advanced ( whether directly, or indirectly through a Finance Obligor ) to the Infraco during the first Review Period determined using the Transfer Date as the reference date;

(b) equal to such other percentage as may be directed by the Statutory Arbiter pursuant to Schedule 1.9 in respect of Eligible Equity to be invested following a Periodic Review or an Extraordinary Review using such date as may be directed by the Statutory Arbiter as the reference date for the calculation of the relevant Internal Rate of Return;

ERU Leases means ( in respect of the JNP Contract only ): (i) the Lease dated 6^th December 1993 between Stargas Nominees Limited (1) and London Underground Limited (2) of Unit 1F, Nine Elms Lane, Wandsworth ( also known as Unit 1F Tideway Industrial Estate, 87 Kirtling Street );

(ii) the Lease dated 17^th February 1994 between London Pensions Fund Authority (1) and London Underground Limited (2) of Unit 1, St Pancras Commercial Centre, 63 Pratt Street, Camden; and

( iii ) the Lease dated 14^th February 1994 between the Mayor and Burgesses of the London Borough of Haringey (1) and London Underground Limited (2) of site 5 Ashley Road, Tottenham;

ERU Premises means ( in respect of the JNP Contract only ) the leasehold premises at Vauxhall, Camden and Tottenham Hale occupied by the emergency response unit pursuant to the ERU Leases;

Escalator Downtime means where one or more escalators is either taken out of service completely or used as a fixed stairway for a minimum of two (2) minutes in duration as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Escrow Agreements means the three (3) agreements dated 20 November 2002 and entered into between (1) LUL, BCV and the Agent; (2) LUL, SSL and the Agent; and (3) LUL, JNP and the Agent; relating to escrow arrangements for the Capability Model Workbook;

Essential Services means any services ( not involving the execution of any works ) which but for clause 29.5 ( Essential Works and Services ) Infraco would not be obliged to perform for LUL under any provision of its PPP Contract but which are required to facilitate any project, work or activity in connection with LUL Commercial Exploitation or a Major Enhancement and which ( having regard to Infraco's rights and obligations under its PPP Contract ) cannot reasonably be performed by anyone other than Infraco;

Essential Works means any works which but for clause 29.5 ( Essential Works and Services ) Infraco would not be obliged to carry out for LUL under any provision of its PPP Contract but which are required to facilitate any project, work or activity in connection with LUL Commercial Exploitation or a Major Enhancement and which ( having regard to Infraco's rights and obligations under its PPP Contract ) cannot reasonably be carried out by anyone other than Infraco;

Estimated Fair Value of the Contract means the amount calculated as at the Contract Disposal Calculation Date in accordance with the following formula:

A + D - ( B + C ) + E + F + G - H

where:

A equals the amount which is the Net Present Value of:

(a) the sum of the forecast Baseline ISC and the forecast ISC Adjustment ( each as agreed by the parties on or prior to the Transfer Date or subsequently agreed by the parties or determined by the Statutory Arbiter as part of the Periodic Review at the beginning of the Review Period in which the Mandatory Sale Notice was served ) for the period from and including the Contract Disposal Calculation Date to but excluding the next Review Date ( or, if the Contract Disposal Calculation Date falls in the final Review Period, to and including the Expiry Date ) adjusted to reflect the average performance scores achieved by Infraco under the Performance Measurement Code during the last three (3) Payment Periods for which the information required to calculate such scores is available prior to the date of such Contract Disposition Agreement pursuant to clause 41 ( Mandatory Sale ) of the PPP Contract assuming that no LUL Default Notice had been served upon LUL by Infraco; and

(b) in respect of any Mandatory Sale when the Contract Disposal Calculation Date falls in the final Review Period only, any amounts which LUL has stated pursuant to paragraph 2.2 ( Limitations ) of Schedule 1.9 ( The Statutory Arbiter and Reviews ) that it wishes to make or pay upon the expiry of the Contract;

B equals the amount which is the Net Present Value of the forecast negative cashflows in respect of those categories of cost referred to in paragraph 7.2(b) of Schedule 1.9 ( The Statutory Arbiter and Reviews ) ( as agreed by the parties on or prior to the Transfer Date or subsequently agreed by the parties or determined by the Statutory Arbiter as part of the Periodic Review at the beginning of the Review Period in which the Mandatory Sale Notice was served ) from and including the Contract Disposal Calculation Date to but excluding the next Review Date ( or, if the Contract Disposal Calculation Date falls in the final Review Period, to and including the Expiry Date ) and excluding any such costs also provided for as Rectification Costs;

C equals:

(a) Rectification Costs less the amount of any insurance proceeds receivable to the extent that these accrue to LUL or to any successor to the Infraco; less

(b) an amount equal to the cost of any work associated with any Specified Line Upgrade which has not been delivered at the Contract Disposal Calculation Date, being work: (i) which, at the Transfer Date or at the Periodic Review at the beginning of the Review Period in which the Mandatory Sale Notice was served, was not projected to be performed by the Contract Disposal Calculation Date but which was nevertheless performed by the Contract Disposal Calculation Date ( including any cost associated with the acceleration of such work ); but

(ii) other than work which an Infraco utilising Good Industry Practice would have had to perform in any event prior to the Contract Disposition Date if it were to deliver the Specified Line Upgrade by its Latest Implementation Date;

D equals the sum of the amounts of any:

(a) Sellback Costs not taken into account in a prior Review;

(b) Reimbursable Law & Safety Change Costs not taken into account in a prior Review;

(c) to the extent not included in (i) or (ii), any Exceptional Amounts, or amounts payable in accordance with Schedule 5.7 ( Non-ISC Invoices ) to the PPP Contracts, either previously agreed with LUL as being due to be paid prior to the Contract Disposal Calculation Date or payable to Infraco under the terms of the Transaction Documents or the Share Purchase Agreement in respect of costs, claims or losses of Infraco which have not been paid at the Contract Disposal Calculation Date; and

(d) any Administration Costs;

E equals the Net Present Value of the payments to be made in respect of projected return on equity:

(i) as set out in Tables 3.0 - 3.3 of Annex 3 to Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the PPP Contract from the next Review Date to the Expiry Date; and

(ii) as shall have been introduced to the Infraco with the agreement of LUL since the Periodic Review at the beginning of the Review Period in which the Contract Disposal Calculation Date falls to enable the Infraco to comply with its obligations to procure additional finance under clause 14.1 of the Major Enhancement Agreement, but only to the extent that such payments do not arise before the next Review Date,

provided always that if the Contract Disposal Calculation Date falls in the final Review Period then E shall equal zero;

F equals the sum of the Net Present Value of the payments to be made in respect of Infraco's debt finance:

(i) as set out in tables 1.0 - 2.1 of Annex 3 to Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the PPP Contract from the next Review Date to the Expiry Date; and

(ii) as shall have been introduced to the Infraco with the agreement of LUL since the Periodic Review at the beginning of the Review Period in which the Contract Disposal Calculation Date falls to enable the Infraco to comply with its obligations to procure additional finance under clause 14.1 of the Major Enhancement Agreement, but only to the extent that such payments do not arise before the next Review Date, provided always that if the Contract Disposal Calculation Date falls in the final Review Period then F shall equal zero; and

G equals Termination Costs and the amounts described in paragraph (b) of the definitions of "Approved Debt" and "Approved Mezzanine Debt" less the amounts described in paragraph (c) of those definitions;

H equals the Performance Repayment Amount, to the extent not recovered by LUL pursuant to clause 18 of the PPP Contract;

Euro means the monetary unit of the European Union;

European Standards means those standards ratified by the European Committee for Standardization ( CEN ) of Rue de Stassart, 36, B 1050 Brussels, Belgium, the European Committee for Electrotechnical Standardization ( CENELEC ) of F - 06921, Sophia Antipolis Cedex, France or the European Telecommunications Standards Institute ( ETSI ) of Rue de Stassart, 36, B 1050 Brussels, Belgium;

Event of Crystallisation means any event that has the effect of converting any floating charge into a fixed charge;

Exceptional Amounts means any amounts which are payable by LUL to Infraco or, as the case may be, by Infraco to LUL, as lump sum payments ( other than amounts which are accounted for in the calculation of Baseline ISC and the ISC Adjustment or which are payable in respect of Non-ISC Services ) including, without limitation, payments arising as a result of:

(a) Law Change Costs payable pursuant to clause 28.11(b) ( Costs and other Consequences ) of the PPP Contract;

(b) Safety Change Costs payable pursuant to clause 28.11(b) ( Costs and other Consequences ) of the PPP Contract;

(c) amounts payable under the Access Code;

(d) Infraco's share of cost-savings pursuant to clause 16.3 ( Cost Saving Proposals ) of the PPP Contract;

(e) Excess Costs or Exceptional Costs payable pursuant to clauses 26.2, 26.3 ( Reinstatement of Infrastructure ) or 28.5 ( Cost Calculations ) of the PPP Contract;

(f) incremental costs payable pursuant to clause 26.5 ( Reinstatement of Infrastructure ) of the PPP Contract;

(g) any payment for Minor Works pursuant to paragraph 6.4 of Schedule 2.1 ( Service Outputs ) of the PPP Contract;

(h) any payment for Intermediate Works pursuant to paragraph 6A.5 of Schedule 2.1 ( Service Outputs ) of the PPP Contract;

(i) any claim for LUL Breach pursuant to clauses 16.7 ( LUL Breach ) and 50 ( Claims ) of the PPP Contract;

(j) Increased Infraco Costs payable pursuant to clauses 16.8 ( Non-Compliance with LUL Safety Case ) and 50 ( Claims ) of the PPP Contract;

(k) Increased Infraco Costs payable pursuant to clause 17.1 ( LUL Specified Rights ) of the PPP Contract or costs and expenses recoverable in respect of the LUL Specified Rights procedure pursuant to clause 17.8 ( Action following Receipt of Notice ) of the PPP Contract;

(l) any amounts recoverable pursuant to clause 18.16 ( Overpaid and Wrongfully Paid Amounts ) of the PPP Contract as a result of them being overpaid, wrongfully paid or allowed;

(m) any amounts payable to LUL or Infraco as a result of LUL exercising its Step-in Rights pursuant to clauses 23.3, 23.4 and 23.9 ( LUL Step-In Rights ) of the PPP Contract;

(n) any amounts payable pursuant to clause 23 ( LUL Step-in Rights ) of the PPP Contract;

(o) any amounts payable by LUL to Infraco or Infraco to LUL as a result of indemnities contained in clause 24 ( Indemnity ) of the PPP Contract;

(p) Irrecoverable VAT payable pursuant to clause 28.13 ( VAT Law Changes ) of the PPP Contract;

(q) payment for Essential Works or Essential Services pursuant to clause 29.5 ( Essential Works and Services ) of the PPP Contract;

(r) administration charge levied for access to the LT Museum pursuant to clause 37.7 ( Infraco Access to Drawings in London Transport Museum ) of the PPP Contract;

(s) any amounts payable in respect of parallel remedial action pursuant to clause 40.6(b) ( Infraco to remedy despite dispute etc. ) of the PPP Contracts;

(t) any amounts payable on the Expiry Payment Date pursuant to clause 42.3 ( Payment on Expiry ) of the PPP Contract;

(u) any amounts payable in relation to Hostilities and Acts of Violence pursuant to clause 44.3 ( Hostilities and Acts of Violence ) of the PPP Contract;

(v) any amounts payable in relation to Heritage and Records pursuant to clause 51.1, 51.2 and 51.11 ( Heritage and Records ) of the PPP Contracts;

(w) the Compensating Sum pursuant to clause 53.2 ( Compensating Sum ) of the PPP Contracts;

(x) any amounts payable in taking reasonable steps to enable another party to mitigate pursuant to clause 65 ( Mitigation ) of the PPP Contract;

(y) any amounts payable for interest pursuant to clause 66 ( Default Interest ) of the PPP Contract;

(z) any amounts payable for Metered Utilities and excessive use of utilities pursuant to paragraph 2 and 3 of Schedule 1.4 ( Utilities ) of the PPP Contract;

(aa) ( in relation to the JNP Contract only ) any amounts payable pursuant to paragraphs 1.4.1(d), 7.1, 7.2.1(b), 7.2.2, 7.2.3, 8.4, 8.6.2(ii), 8.6.3, 9.1, 9.4 and 11.2 and any Increased Infraco Costs payable pursuant to paragraphs 8.1.2 and 11.3.2 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract;

(bb) ( in relation to the BCV Contract and SSL Contract only ) any amounts payable pursuant to paragraphs 1.4(d), 7.1, 7.2.1(b), 7.2.2, 7.2.3, 8.1.2, 8.4, 9.1, 9.4, 11.2 and 11.3.2 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract;

(cc) any amounts payable under Schedule 2.1 ( Service Output ) of the PPP Contract including temporary changes to working timetable ( paragraph 1.2.8 ), all night running ( paragraph 1.2.9 ), limit of LUL remedies ( paragraph 7 ) and provision of emergency services by Infraco ( paragraph 4.2 );

(dd) any amounts elected to be paid through the ISC under the Major Enhancement Agreement;

(ee) any amounts payable under the CTRL Works Agreement ( but excluding those payable in respect of clause 22.3.1 of the CTRL Works Agreement, which shall be paid in accordance with the terms of that agreement ); or

(ff) any amounts payable by LUL to Infraco as a result of the indemnity contained in clause 37.10 ( Liability for Existing Key IPRs ) of the PPP Contracts;

(gg) any amounts ( including Increased Infraco Costs and amounts in respect of Increased Infraco Risk ) payable under the Standards Code;

(hh) any amounts payable in respect of the Working Capital Debtor Adjustment pursuant to clause 4.12 or 4.15 of the Share Purchase Agreement;

(ii) any amounts payable in respect of Changes in Costs to Complete Transition Projects and Special Projects pursuant to clause 8.1 of the Share Purchase Agreement;

(jj) any amounts payable under the TIMIS Agreements;

(kk) any amounts payable in respect of Law Change Costs and Safety Change Costs pursuant to clause 28.10 of the PPP Contract or any Excess Expenditure payable pursuant to clause 28.11(b);

(ll) any amounts payable in respect of premiums, insurance premium tax payable thereon, or any insurance brokerage or fees pursuant to clause 3.6.3, 4.3, 4.5 or 4.6 of the Insurance Agreement and ( in relation to the BCV Contact and the SSL Contract only ) any amounts payable in respect of deposit premiums pursuant to paragraph 3.3 of Schedule 5.19 ( Insurance ), any amounts payable in respect of premiums, insurance premium tax payable thereon, or any insurance brokerage or fees pursuant to paragraph 3.4 of Schedule 5.19 ( Insurance ) and any amounts payable in respect of deductibles pursuant to paragraph 3.6 of Schedule 5.19 ( Insurance );

(mm) ( in relation to the BCV Contract and SSL Contract only ) any amounts payable in respect of the Shortfall pursuant to paragraph 3.3 of Schedule 5.19 ( Insurance );

(nn) Interim Payment Amounts;

(oo) ( in relation to the BCV and SSL Contract only ) any amounts payable under paragraph 1.2.4 of Schedule 4.1;

Exceptional Costs have the meaning ascribed to them in clause 26.2 ( Reinstatement of Infrastructure ) of the PPP Contracts;

Exceptional Damage means damage to the Infraco Network ( excluding damage arising from the rising Water Table ) arising from one event or incident where, applying Good Industry Practice, it would cost more than £25 million to reinstate the Infraco Network to at least the standard of repair and performance which existed before the damage occurred PROVIDED THAT ( save as set out below ) it shall not include the cost of replacing, repairing or rectifying any asset as a result of: (a) defective parts, whether or not such defective parts are contained within the damaged asset; or

(b) the use of substandard materials in any asset; or

(c) bad workmanship in any asset; or

(d) the design of any asset; or

(e) any defect or omission in the design or specification of any asset; or

(f) any latent defect in any asset, save that such proviso shall not apply to the extent of any insurance proceeds receivable pursuant to the Insurance Agreement in respect of the cost of replacing, repairing or rectifying such asset;

Excess Costs have the meaning ascribed to them in clause 26.3 ( Reinstatement of Infrastructure ) of the PPP Contracts;

Excess Expenditure has the meaning ascribed to it in clause 28.11(b) ( Cost and Other Consequences ) of the PPP Contracts;

Excess Run Time means the additional time taken by a train to travel along a defined section of track as a result of the imposition of a Speed Restriction;

Excluded Amount means any amount by which: (a) the Trains Element, the Equipment Element or the Enabling Works Element of the Usage Payment, the equivalent element of Rentals payable under ( and as defined in ) the Direct Leases or a payment of Rentals under ( and as defined in ) the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease is determined to be increased in accordance with the provisions of the Usage Contract, the Direct Leases, the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease, as the case may be, following a change after the Northern Line Transfer Date in any one or more of the Applicable Assumptions ( other than assumption (y) that falls within paragraph (a) of the definition of Applicable Assumptions ); or

(b) the amount payable by Infraco under the Usage Contract, the Direct Leases, the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease, as the case may be, is determined to be increased in accordance with the provisions of the Usage Contract, the Direct Leases, the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease, as the case may be, following an upward adjustment to reflect increases in the applicable rate of interest after the Northern Line Transfer Date;

Excluded Equipment means any Relevant Utilities Equipment: (a) which is owned, exclusively used or operated by a third party other than Infraco, any other Infraco or LUL; or

(b) where, and for so long as, a third party ( including other Infracos ) is legally responsible to LUL for its repair and maintenance; or

(c) which is at the Date of Contract the responsibility of a PFI Contractor;

Excluded Relevant Agreements means ( in respect of the BCV and SSL Contracts only ) the following Relevant Agreements, in each case as varied or amended and restated from time to time:

1. Transplant Agreement dated 1 April 2000 between JNP, LUL, BCV and SSL;

2. ERU Agreement dated 1 April 2000 between JNP, LUL, BCV and SSL;

3. Agreement for the Provision of Signalling Training Centre Services dated 1 April 2000 between BCV, LUL, JNP and SSL;

4. Agreement for the Provision of Engineering Maintenance, Repair and Overhaul Works ( REW Agreement ) dated 1 April 2000 between REW ( Acton ) Limited, SSL, BCV and JNP;

5. TMU Agreement dated 1 April 2000 between TMU ( Acton ) Limited, BCV, JNP and SSL;

6. Agreement for the Provision of Track Workshop and Site Services dated 1 April 2000 between BCV, JNP and SSL;

7. Agreement for the Provision of Signalling, Electrical and Communications Services dated 1 April 2000 between SSL and BCV;

8. Agreement for the Provision of Signalling, Electrical and Communications Services dated 1 April 2000 between SSL and JNP;

9. Agreement for the Provision of Technical Capability ( Scarce Resource Services ) dated 1 April 2000 between SSL, JNP and BCV;

10. Agreement for the Provision of Signal Repairables dated 11 October 2000 between SSL and BCV;

11. Agreement for the Provision of Signal Repairable dated 11 October 2000 between SSL and JNP;

12. Agreement for the Provision of Information Services Support dated 1 April 2000 between LUL and JNP;

13. Agreement for the Provision of Information Services Support dated 1 April 2000 between LUL and BCV;

14. The Agreement for the Provision of Information Services Support dated 1 April 2000 between LUL and SSL;

15. Agreement for the Provision of Occupational Health Services dated 1 April 2000 between LUL and JNP;

16. Agreement for the Provision of Occupational Health Services dated 1 April 2000 between LUL and BCV;

17. Agreement for the Provision of Occupational Health Services dated 1 April 2000 between LUL and SSL;

18. Neasden Depot Train Movement Agreement dated 1 April 2000 between LUL, SSL and JNP;

19. Stratford Depot Train Movement Agreement dated 1 April 2000 between LUL and JNP;

20. Agreement for the Provision of Accounting Services dated 1 April 2000 between LUL, BCV, JNP and SSL;

21. Agreement for the Provision of Payroll Services dated 1 April 2000 between LUL, BCV, JNP and SSL;

22. Corporate Services Agreement dated 1 April 2000 between LUL and JNP;

23. Corporate Services Agreement dated 1 April 2000 between LUL and BCV;

24. Corporate Services Agreement dated 1 April 2000 between LUL and SSL;

25. Agreement for the provision of Facilities Management Services for Office Accommodation Properties dated 11 July 2000 between LUL and JNP;

26. Agreement for the provision of Facilities Management Services for Office Accommodation Properties dated 11 July 2000 between LUL and BCV; and

27. Agreement for the provision of Facilities Management Services for Office Accommodation Properties dated 11 July 2000 between LUL and SSL;

Existing Key IPRs means any Key IPRs which are used or have been available for use by LUL immediately prior to the Start Date or the Transfer Date;

Existing PFI Contract means the PFI Contract in respect of an Existing PFI Project;

Existing PFI Projects means each of the Power Project, Project Prestige, Project Connect and the Northern Line Trains Project;

Expiry Assets Payment means the amount, if any, by which the Actual Condition Value is less than the Required Condition Value;

Expiry Date means the date falling thirty (30) years after the Transfer Date provided that in the case of any agreement to which more than one Infraco is a party, the Expiry Date shall be the date falling thirty (30) years from the latest Transfer Date applicable to such parties;

Expiry Payment Date means the date which is twenty (20) Business Days after the Expiry Date;

Expiry Report means a report produced by an Independent Valuer, such report: (a) to be addressed to LUL and Infraco;

(b) to be required to be delivered on the Expiry Date; and

(c) to determine:
(i) the Actual Condition Value; and

(ii) the Required Condition Value;

Externally Funded Projects means projects to enhance Trains and/or Stations which are, or will be, wholly or partially funded by a party other than LUL and the Infracos ( but not projects in which the primary purpose is the commercial development of Operational Property );

Extra Finance means the amount of finance that a Notional Infraco would require for performance of its activities on and after the applicable Review Date ( excluding any finance that is required for standby or liquidity facilities or for the purposes of financing Net Adverse Effects less than the Materiality Threshold but including ( in relation to Eligible Finance ) any finance required for any standby or liquidity facilities to the extent that such facilities are required due to the Restated Terms including a requirement that the Total LSC Cost Outstanding referred to in clause 28.9 of the PPP Contracts is an amount in excess of £100 million per Contract Year ) and to avoid doubt Extra Finance shall comprise Base Finance and Eligible Finance;

Extraordinary Review means a review that may be undertaken between Infraco and LUL at any time in the circumstances set out in paragraph 1.9, 14 or 15 of Schedule 1.9 of the PPP Contract ( The Statutory Arbiter and Reviews );

F&D means Failure and Delay Summary Sheet;

F&D Number means the unique reference number assigned to a Disruption as more particularly defined in Table 1 of Part B(i), Table 1 of Part B(ii), and paragraph 2 of Part C, of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Facilities means Station Facilities and Train Facilities and Facility shall be construed accordingly;

Facilities Fault means a Defect or Failure of a Facility referenced in paragraph 3.9 of Schedule 2.1;

Facilities Threshold means the total number of Service Points for Facilities, Defects and Failures which may be accrued in any Payment Period without any consequential adjustment to the ISC, as set out in Appendix 6 of Schedule 2.2 ( Facilities and Fault Rectification Thresholds ) of the PPP Contracts;

Failure means where an Asset cannot be used safely or within its normal operational parameters as a result of a Defect or other reason;

Failure and Delay Summary Sheet means the sheet on which all relevant details are recorded by the Line Controller for use in the calculation of performance measures and which are forwarded to the LCIS for entry into the IMS at the end of Traffic Hours;

Fair Value means the amount at which the Contract could be exchanged in an arm's length transaction between informed and willing parties substantially on the terms of a Contract Disposition Agreement;

Fault Rectification Fault means a Defect or Failure of a Facility referenced in paragraph 3.10 of Schedule 2.1;

Fault Rectification Threshold means the total number of Service Points for Defects and Failures which may be accrued in any Payment Period without any consequential adjustment to the ISC, as set out in Appendix 6 of Schedule 2.2 ( Facilities and Fault Rectification Thresholds ) of the PPP Contracts;

Fault Reporting Centre or FRC means a staffed telephone answering service provided by an Infraco which receives information on Asset faults as reported by LUL Staff, assigns a fault reference number to each reported fault, identifies and mobilises the required resource to fix the fault within the Standard Clearance Time or ( if prescribed by LUL ) the Special Clearance Time, feeds back progress on fault repair to LUL, and maintains a complete database of all fault measurement information to enable contract payments and management of assets and determines the allocation of Under 48 Hour Access Requests in accordance with the Access Code;

Fault Reporting Centre Operator means a member of Infraco Staff or an Infraco contractor who undertakes fault management duties within the FRC;

Final Standard SpAP means the "Category 1 Standard" for the allocation of space on operational property;

Finance Obligor

Infraco specific definitions

Finance Parties has the meaning ascribed to it in the Usage Contract;

Fire Systems means fire detection and suppression equipment installed throughout the Station, as required by Section 12 of the Fire Precautions ( Sub-Surface Railway Stations ) Regulations 1989, linked to a main fire control panel to provide warnings and automatic evacuation announcements in the event of fire;

First & Last Train Galley Sheets means Galley Sheets that contain the fixed times for first and last train trips, the sole purpose of which is that they are to be used in conjunction with the Original Working Timetable to form the Modified Original Working Timetable;

First Review Date means the date of the first Periodic Review;

First Special Invoice means an invoice submitted by Infraco to LUL in accordance with clause 18.26(a) of the PPP Contracts;

Fixed Amount ISC Component means, per Payment Period:

(a) where a Payment Period falls wholly within one of the semi-annual periods set out in Appendix 1 ( Underlying ISC and Aggregated Usage Projections ) of Schedule 4.1 of the PPP Contract, the figure in the column of that Appendix stating the aggregate Fixed Amounts in respect of that semi-annual period ( in accordance with paragraph 1.5(b) of Schedule 1.9 ) ( the Fixed Amount Column ) divided by the number of days within that semi-annual period and multiplied by the number of days in the Payment Period; and

(b) where a Payment Period straddles two semi-annual periods set out in Appendix 1 ( Underlying ISC and Aggregated Usage Projections ) of Schedule 4.1 of the PPP Contract ( the two periods being referred to below as the First Period and the Second Period ), the sum of: (i) in relation to the First Period, the figure in the Fixed Amount column applicable to that period divided by the number of days in that First Period then multiplied by the number of days in the Payment Period which fall within that First Period; and

(ii) in relation to the Second Period, the figure in the Fixed Amount Column applicable to that period divided by the number of days in that Second Period then multiplied by the number of days in the Payment Period which fall within that Second Figure;

Fixed Amounts

Infraco specific definitions

Fixed Parameters means a series of terms, the values of which are fixed, used in the calculation of Journey Time Capability, Service Consistency and Service Control for each Line Grouping which are not intended to be indicative of a particular Infraco's performance in providing the Infrastructure Services, as described in paragraphs 1, 2 and 3 of Section 2 ( Performance Measurement ) of the Performance Measurement Code, and Fixed Parameter means a particular one of such terms;

Flat Junction means a Branch Flat Junction or a Trunk Flat Junction and Flat Junctions shall be construed accordingly;

Flexibility Excess Journey Time or EF means the sum of all flexibility related components of excess journey time as set out in paragraph 1.1 of Part C of Schedule 1 ( Capability Matrix ) of the Performance Measurement Code;

Force Majeure Events means any of the following ( or any circumstances arising as a consequence of any of the following ) if and only to the extent that such event or circumstances is or are not caused by, and their effects are beyond the reasonable control of, a party affected by such an event or circumstances and which have an adverse effect on the party affected by such an event or circumstances and such party's ability to perform its obligations under the applicable Transaction Document and is not an event or circumstances (i) whose effect the party affected by such an event is otherwise required to avoid or provide against ( other than by way of insurance ) under any Transaction Document applicable to Infraco or (ii) which the party affected by such an event could reasonably have avoided or provided against: (a) war, invasions, acts of foreign enemies, hostilities ( whether war be declared or undeclared ), civil war, rebellion, revolutions, insurrection, military or usurped power, confiscation, or requisition by or under the order of any government or public or local authority;

(b) civil unrest;

(c) any act of terrorism or a specific threat of terrorism which results in the partial or total, temporary or long term closure of any Infraco Network;

(d) lightning, earthquake, or, subject to (f) below, extraordinary storm;

(e) fire;

(f) flooding, other than flooding caused by rising Water Table or by weather conditions ( including extraordinary storm );

(g) Tunnel Collapse;

(h) compliance with the provisions of sections 118 to 121 of the Railways Act pursuant to clause 44 ( Railways Act Obligations during Hostilities over Acts of Violence ) of the PPP Contract;

(i) nuclear, chemical or biological contamination including ionising radiation or contamination by radioactivity from any nuclear fuel or nuclear waste from the combustion of nuclear fuel or radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof;

(j) the discovery of fossils, antiquities or other material which in each case is required to be exhumed or unexploded bombs;

(k) strikes, lock outs or other industrial action being in each case industry wide;

Frank Pick House Sub-lease means the sub-lease of premises at Acton Works to be granted by BCV to SSL substantially in the agreed form;

FRC means an Infraco's Fault Reporting Centre;

FRC Database means the source database into which details are recorded by the FRC in accordance with the procedures set out in Schedule 3 ( Reporting Procedures ) of the Performance Measurement Code;

FRC Number means the unique reference number assigned to each Incident for which data are recorded in the FRC Database;

Full Line Suspension means where no Train Service is Available throughout the Line in either direction for a minimum of fifteen (15) minutes as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defaults and Failures ) of the Performance Measurement Code;

Full Mechanical/Full Electrical Stock Coupling Capability means a Stock Coupling Capability that permits coupled Rolling Stock to operate at speeds up to its maximum design speed and provides electrical connections permitting communications between each Rolling Stock type and connections for other electrical systems within each Rolling Stock type at either end of the Train;

Full Mechanical/Partial Electrical Stock Coupling Capability means a Stock Coupling Capability that permits coupled Rolling Stock to operate at speeds up to its maximum design speed and provides electrical connections permitting communications between each Rolling Stock type at either end of the Train;

Full Mechanical Stock Coupling Capability means a Stock Coupling Capability at either end of the Train that permits coupled Rolling Stock to operate at speeds up to its maximum design speed;

Full Speed Run-out Run-in Time or RORIF (B, j) means a specific case of Run-out Run-in where the following Train is travelling at full speed through the sighting point when the Home Signal clears;

Full Station Closure means the closure of a Station where all Station Services are suspended for a minimum of two (2) minutes duration including entry, exit and interchange as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Fully Loaded Train means: (a) for stock types in existence at the Start Date, a Train carrying a load which is equivalent to the lesser of (i) the Crush Capacity multiplied by 72kgs, or (ii) the maximum design loading, being the maximum weight permitted to be carried on the Train as specified by its manufacturers; and

(b) for new stock types or stock types which have been refurbished since the Start Date, a Train carrying a load which is equivalent to the Crush Capacity multiplied by 75kgs;

Funders

Infraco specific definitions

Funding Agreements means all or any of the agreements or instruments to be entered into by any Finance Obligor with any Funder relating to the financing of, inter alia, Infraco's obligations under its PPP Contract and any agreements or instruments to be entered into by any Finance Obligor with any Funder relating to the rescheduling of the indebtedness of any Finance Obligor or the refinancing of Infraco's obligations under its PPP Contract ( but shall not include the Put Option Agreement and the Stand Still Agreement );

Funding Date means the date on which the amounts in (i) to (iv) of clause 18.28(c) of the PPP Contracts equal the aggregate of the Baseline ISC for all Payment Periods in the second Contract Year;

Galley Sheets means templates that resemble the format of the Working Timetable publications. Galley Sheets for each Line contain the same selection of Stations shown in a normal printed Working Timetable for that Line, but with blank columns into which trips are written during timetable or service planning, using notation identical to that used in the current printed Working Timetable;

Gangway Standing Area or GA(j) means the area of floor between two Vestibule Areas or between a single Vestibule Area and the end of a car, which is available for standing as referred to in paragraph 5.1.1 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

General Purposes means the purposes of the PPP Contracts set out in Parts B to R of the applicable PPP Contract;

Generic Access Request means a request for access by an Access Party on behalf of itself or other third parties to such parts of the LUL Network for the performance of repetitive, routine and non-disruptive activities on the LUL Network during Traffic Hours and/or Engineering Hours in accordance with their contractual obligations to that Access Party;

Generic Access Request Form means a written Generic Access Request properly completed by any Access Party setting out such party's access requirements delivered to the Access Reservation Agency;

Good Industry Practice means, in respect of any aspect of the Services and subject always to its statutory safety obligations, whilst always ensuring that risks are reduced to a level which is as low as is reasonably practicable the exercise of the degree of skill, diligence, prudence and foresight and practice which could reasonably and ordinarily be expected from a skilled and experienced person engaged in: (a) carrying out the same type of responsibilities of Infraco under the Contract with respect to such aspect of the Services; or

(b) carrying out responsibilities, whether individually or as a package of responsibilities, which could reasonably be regarded as being comparable to the responsibilities of Infraco under the Contract with respect to such aspect of the Services; in each case, performing its obligations under the same, reasonably comparable or similar circumstances and utilising all the information available at the relevant time;

Goods Lift means a lift at a Station which is not Customer-facing and which is used by LUL Staff;

Government means Her Majesty's Government in the United Kingdom;

Graffiti means all forms of words, drawings or scribblings whether sprayed, painted, written, scratched, etched, electronic or otherwise including computer graffiti and any other future form of graffiti and any marks where graffiti was previously present;

Greater London Authority Act or GLA Act means the Greater London Authority Act 1999 relating to the formation of the Greater London Authority;

Grey Assets means those Assets which have a grey assets condition category ( as described in Category 1 Standard E1501 ) as categorised in the Asset Condition Assessment 2000/01;

GSM or Group Station Manager means the member of LUL Staff whose job title is "Group Station Manager" or who fulfils the job specification for such position;

Guarantee means the Transaction Document of that name;

Guarantee Transfer has the meaning ascribed to it in clause 33.2A ( Change of Control of LUL ) of the PPP Contracts;

Guarantor means the entity guaranteeing the obligations of LUL in the PPP Contract pursuant to the relevant Guarantee;

Hammersmith & City Line means the line upon which LUL operates the timetabled Customer metro service known as "Hammersmith & City line";

Handback Plan means the plan of that name prepared in accordance with Schedule 5.6 ( Handback ) of the PPP Contracts;

Handback Programme means the programme of that name prepared in accordance with Schedule 5.6 ( Handback ) of the PPP Contracts;

Hard Wired means in relation to any appliance or equipment that the relevant appliance or equipment is not connected to the electricity supply or sub circuit via a plug and socket arrangement, the connection being instead permanent via a spur outlet or the like;

Hazardous Materials means anything whether in solid, liquid or gaseous form or any form of energy which alone or in combination with other things is capable of causing Environmental Harm;

Headwall Tunnel Telephone means a telephone in a sealed box located on a platform headwall connected directly to the tunnel telephone system and Line Controller, the Service Control Centre, a Line Control Centre, or a Station Control Room which is used in an emergency to switch off traction current by lifting the receiver and which allows the user to communicate with the Line Controller, the Service Control Centre, a Line Control Centre or a Station Control Room ( as the case may be );

Headway means the interval between successive Trains, measured in seconds;

Health and Safety Executive means the body established by section 10 of the Health and Safety at Work etc Act 1974, which expression includes its successors;

Health and Safety Reps Room means a private area in a Station, out of the public's view, for the use of health and safety representatives;

Hedging Implementation Deed means in respect of JNP, any agreement of that name between LUL, Royal Bank of Canada Europe Limited, JNP, Societe Generale, The Governor and Company of the Bank of Scotland, Mizuho Corporate Bank, WestLB AG, London Branch, Bayerische Landesbank Girozentrale, Credit Agricole S.A., ABN Amro Bank N.V. and Dresdner Bank AG;

Help Point means a prominent facility found on platforms, in Routeways or in Ticket Halls which allows Customers to communicate directly with LUL Staff in an emergency or when assistance is required. Help Points located at Stations with fire systems also house the means by which Customers may activate the fire alarm;

Heritage Rolling Stock means Rolling Stock which is of heritage or historical interest or importance;

High Service Disruption means a disruption as a result of a Disruption Event lasting for fifteen (15) days or more in any one Payment Period;

Historic Rights has the meaning ascribed to it in Schedule 1.1 ( National Network ) of the PPP Contracts;

HMRI means Her Majesty's Railway Inspectorate, as established by the Railways Regulation Act 1840 ( repealed ) and subsequently transferred to the Health and Safety Executive on 1 December 1990 under a memorandum of understanding made between the Department of Transport, the Health and Safety Commission and Her Majesty's Railway Inspectorate, which expression shall include its successors;

Home Signal means the signal which prevents one Train entering the platform when there is another Train stationary at that platform;

Hostilities means hostilities, whether actual or imminent, severe international tension or great national emergency as more particularly defined in the Railways Act;

Identified Standards Gap List means the list in existence at 31 August 2001 of new Category 1 Standards issued to Infraco by LUL identifying the requirements for Category 1 Standards;

Indexation Factor refers to all of Actual Indexation Factor, the Minimum Indexation Factor and the Maximum Indexation Factor;

IMS Disruption Number means the unique reference number which is assigned to each Incident for which data is recorded in the IMS;

IMS Incident Number means a number which is assigned to each Incident recorded in IMS and, in the case of multiple Disruptions which are all related to the same Incident, such number shall be assigned to all such Disruptions;

In-car Line Diagram means a map or plan which is posted inside Trains and which shows in diagrammatic form the Line ( or Lines ) upon which the Train concerned is operating and other information including the Stations and interchanges served;

Incident means (i) a Failure of or Defect in a Facility or (ii) a failure to make Available the Facilities, including platforms, lifts, escalators and Customer conveyors as specified in paragraphs 1.2, 1.3, 2.1 and 2.2 of Schedule 2.1 ( Service Outputs ) of the PPP Contracts;

Incident Officer means such person as is so defined in the Manual;

Incident Reporting Form or (IRF) means a form which is completed by the Duty Manager in compliance with Standard Na100 following investigation of Disruption which has been notified to the Line Controller;

Increased Infraco Cost means the extent to which Infraco Net Revenues decrease ( or will decrease ) as a result of any event or proposed event except to the extent that such decrease is reflected in an increased Underlying ISC following a Periodic Review and including, in the case of LUL Breach and/or Safety Case Breach, any Losses suffered by Infraco as a result of any third party claims against Infraco resulting from such LUL Breach and or Safety Case Breach provided that Infraco has taken all reasonable steps in accordance with Good Industry Practice to prevent and/or mitigate such claims;

Increased Infraco Risk means it is reasonably likely that Infraco will:

(a) suffer or incur abatements or reduced bonuses pursuant to the Performance Measurement Code which it would not otherwise have suffered or incurred;

(b) suffer or incur Service Points pursuant to Schedule 8 ( Service Points ) of the Performance Measurement Code which it would not otherwise have suffered or incurred;

(c) suffer or incur withholdings pursuant to the Third Schedule of the PPP Contracts which it would not have suffered or incurred;

(d) not achieve Delivery into Service of the enhancements to Train Facilities set out in Appendix 7B ( Enhancement Requirements ) of Schedule 2.1 of the PPP Contracts at all or by the date it would otherwise have achieved such Delivery into Service;

(e) breach an Infraco Obligation or other obligation under any Ancillary Agreement or Centralised Service Agreement which Infraco would not have otherwise breached; and/or

(f) in relation to the JNP Contract only, require the assistance of one or more Northern Line Contractors but has no contractual right under the Northern Line Train Service Contracts that could be invoked to oblige the relevant Northern Line Contractor(s) to assist and Infraco would not otherwise have required such assistance provided that this paragraph shall not apply where Infraco had a contractual right on the Transfer Date and did not receive LUL consent to amend, vary, waive or terminate such right pursuant to clause 11A5.2;

in the case of paragraphs (a) to (e) above, but for:

(i) the occurrence of an LUL Breach;

(ii) the exercise of an LUL Specified Right ( or any matter or event which invokes the provisions set out in clause 17 ( LUL Specified Rights ) of the PPP Contracts );

(iii) the implementation of a PCT Change;

(iv) the change, creation, regrading or withdrawal of a Category 1 Standard or Draft Category 1 Standard;

(v) ( in relation to the BCV Contract and SSL Contract only ) compliance by Infraco of its obligations pursuant to paragraph 1.4(d) of Part 1 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contracts regarding Parliamentary undertakings;

(vi) the occurrence of a Safety Case Breach;

(vii) the assumption by Infraco of responsibility for any new Facility or Asset following completion of any LUL Commercial Exploitation, as contemplated by clause 29.3.2 ( Permitted Commercial Exploitation ) of the PPP Contracts;

(viii) the exercise by LUL under paragraph 8.1 of Schedule 1.5 ( Property Provisions and Documentation ) of a right to grant interests in or rights of use of or access to land pursuant to an Existing PFI Contract;

(ix) postponement of works by LUL in the circumstances set out in paragraph 11.5 of Section 1 of the Property Code;

in the case of paragraph (f) above, but for:

(x) LUL undertaking, authorising or permitting Disruptive Commercial Exploitation under or pursuant to clause 29.4 ( Disruptive Commercial Exploitation ) of the JNP Contract; or

(xi) the exercise of the LUL Specified Right in clause 11G of the JNP Contract;

Indemnity Sum has the meaning ascribed to it in clause 53.2 ( General Taxation ) of the PPP Contracts;

Indemnified Parties has the meaning ascribed to it in clause 11.1 ( Indemnity ) of the Insurance Agreement;

Indemnifying Infraco has the meaning ascribed to it in clause 11.1 ( Indemnity ) of the Insurance Agreement;

Independent Valuer means an independent firm of engineers approved by and instructed with the consent of both LUL and Infraco ( or, in the absence of such approval, nominated by the President of the Chartered Institution of Mechanical Engineers ) appointed pursuant to clause 42.1 ( Expiry Report ) of the PPP Contracts;

Indexable Amount has the meaning ascribed to it in paragraph 1 of Schedule 4.2 ( Indexation ) to the PPP Contracts;

Indexed Amount has the meaning ascribed to it in paragraph 1 of Schedule 4.2 ( Indexation ) to the PPP Contracts;

Indexation Factor refers to all of Actual Indexation Factor, the Minimum Indexation Factor and the Maximum Indexation Factor;

Information has the meaning ascribed to it in the Information Agreement;

Information Agreement means the agreement between LUL and the Infraco's relating to the disclosure of and access to information;

Information Facilities/Long Line PA means a system which allows the Line Control Centre to transmit real-time, or recorded messages on Public Address Systems to individual Stations, groups of Stations or all Stations on a Line;

Information System Knowledge Development Forums has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Infraco means: (a) when used in this Agreement, one of SSL, BCV or JNP ( as relevant ) and Infracos means all of them together; and

(b) when used in the Insurance Agreement, the Disputes Resolution Agreement, the Codes and, the Codes Accession Agreement, any one of SSL, BCV or JNP ( whichever one is relevant by virtue of it being party to the applicable PPP Contract, as the context requires ) and Infracos means all of them together;

(c) when used in the Inter-Infraco Assets and Facilities Agreement any one of SSL, BCV or JNP ( whichever one is relevant by virtue of it being party to the applicable PPP Contract, as the context requires, and including its successors in title to its obligations under the Transaction Documents ) and Infracos means all of them together; and

(d) when used in a Transaction Document other than those set out in (b) and (c) above, that one of SSL, BCV or JNP which is a party to that Transaction Document and references in any such Transaction Document to the other Infracos means SSL, BCV and JNP other than the Infraco party to that Transaction Document and a reference to any other Infraco means any one of SSL, BCV and JNP other than the Infraco party to that Transaction Document;

Infraco Capital Costs means, for any period, the costs incurred by Infraco in performing, or where costs are yet to be incurred that price ( but including appropriate contingencies ) which would be charged by an Infraco acting in accordance with Good Industry Practice for performing, the Infraco Obligations or other obligation under any Ancillary Agreement or Centralised Service Agreement, in each case which are accounted for as capital costs according to generally accepted accounting principles ( which costs (a) shall not include the cost or benefit of either VAT or Taxation on, or calculated by reference to, income, profits or gains unless, in either case, such Taxation arises as a direct result of a Qualifying Change of Law that is a Discriminatory Change of Tax Law, but (b) may include Taxation other than either VAT or Taxation on, or calculated by reference to, income, profits or gains );

Infraco Finance Costs means, for any period, the aggregate amount of: (a) the amounts set out in the column headed "Interest Payment" and "Dividend" in Table 3.0 of Annex 3 of Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the PPP Contracts to be paid during the relevant period plus the applicable Equity Rate of Return on any New Equity Raised; and

(b) all interest, fees, commissions, commitment fees and other finance charges ( including the interest component of rentals and other periodic payments under finance leases ) incurred in relation to loans and other financial accommodation ( other than Shareholder Subordinated Debt ) borrowed or obtained by any Finance Obligor so as to finance performance of the Infraco Obligations, including hedging costs, but for the avoidance of doubt, does not include any repayment of principal amounts;

Infraco Group means Infraco and, as each of the following may change from time to time, (a) each subsidiary and subsidiary undertaking of Infraco; (b) each holding company of Infraco; and (c) each subsidiary and subsidiary undertaking of a holding company of Infraco;

Infraco Leases means the Lease, any Ancillary Lease, any Acton Works Lease and the Office Accommodation Leases;

Infraco Measures means a series of variables used in the calculation of Journey Time Capability, Service Consistency and Service Control for each Line Grouping, intended to be indicative of a particular Infraco's performance in providing the Infrastructure Services, as described in paragraphs 1, 2 and 3 of Section 2 ( Performance Measurement ) of the Performance Measurement Code, and Infraco Measure means a particular one of such variables;

Infraco Net Revenues means, in respect of any period, the aggregate amount of Baseline ISC and the ISC Adjustment after deducting Infraco Capital Costs, Infraco Operating Costs and Infraco Finance Costs;

Infraco Network means as relevant, the BCV Network, the JNP Network or the SSL Network;

Infraco Obligations means the Services and all other obligations and liabilities of Infraco under and pursuant to its PPP Contract or any document entered into pursuant to it ( other than the Funding Agreements );

Infraco Operating Costs means, for any period ( including, for the avoidance of doubt, office overheads in the ordinary course of business ), the costs incurred by Infraco in performing, or where costs are yet to be incurred that price ( including appropriate contingencies ) which would be charged by Infraco acting in accordance with Good Industry Practice for performing, the Infraco Obligations or other obligation under any Ancillary Agreement or Centralised Service Agreement ( which costs (a) shall not include the cost or benefit of either VAT or Taxation on, or calculated by reference to, income, profits or gains unless, in either case, such Taxation arises as a direct result of a Qualifying Change of Law that is a Discriminatory Change of Tax Law, but (b) may include Taxation other than either VAT or Taxation on, or calculated by reference to, income, profits or gains ) excluding, in each case, Infraco Capital Costs and Infraco Finance Costs;

Infraco Parties has the meaning ascribed to it in clause 24.5 ( Indemnity by LUL ) of the PPP Contracts;

Infraco Safety Case means, in respect of each Infraco, the contractual safety case prepared by it and accepted by LUL in accordance with the Safety Case Standard;

Infraco Share of the Aggregate Annual Reduction means one sixth of the Aggregate Annual Reduction;

Infraco Shareholder means a shareholder of Infraco from time to time;

Infraco Statutory Safety Case means ( if required ) the statutory safety case prepared by an Infraco as a train operator and accepted by HMRI in compliance with the Safety Case Regulations;

Infraco Trainers means such Infraco Staff as, from time to time, Infraco shall determine as having responsibility for the ongoing training of other Infraco Staff and other third parties;

Infrastructure Controller has the meaning ascribed to it in the Railways ( Safety Case ) Regulations 2000;

Infrastructure Protection has the meaning ascribed to it in paragraph 1 of Schedule 1.10 ( Infrastructure Protection ) of the PPP Contracts;

Infrastructure Protection Manager means the person nominated by LUL as the LUL manager for Infrastructure Protection and notified in writing to Infraco from time to time;

Infrastructure Service Charge means the Baseline ISC for a Payment Period as adjusted by the matters in the relevant ISC Adjustment Statement issued in accordance with clause 18 ( Payment Provisions ) of the PPP Contracts;

Infrastructure Services means in relation to an Infraco the services referred to in clause 4.1 ( Infrastructure Services ) of the applicable PPP Contract;

Infrastructure Transfer Scheme means the London Underground Infrastructure Companies Asset Transfer Scheme dated 1^st April 2000 between (1) London Regional Transport and (2) Infraco Sub Surface Limited (3) Infraco JNP Limited (4) Infraco BCV Limited entered into pursuant to the London Regional Transport Act 1984;

Initial Attribution has the meaning ascribed to it in paragraph 1.2 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Initial Delay means the time period from the Start Time to the End of Initial Delay as described in Part B of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Initial Shareholders has the meaning ascribed thereto in clause 32.1 ( Change of Control of Infraco ) of the applicable PPP Contract;

Initial Shareholding has the meaning ascribed thereto in clause 32.1 ( Change of Control of Infraco ) of the applicable PPP Contract;

Instructor Operator's Room means a private area in a Station, out of the public's view, for use by the member of LUL Staff whose job title is "Instructor Operator" or who fulfils the job specification for such position;

Insurance Agreement means the Transaction Document of that name;

Insurance Proceeds Account means an escrow account at National Westminster Bank plc ( or such other bank as LUL may from time to time notify to Infraco ) in the name of LUL notified by LUL in writing to Infraco from time to time where the proceeds of any insurance claim are held until they are properly applied in accordance with the insurance settlement;

Insurances means the Asset Damage Insurance and the Third Party Liability Insurance;

Insured Assets means all property of the Insured Parties both real and personal including property for which they are responsible or for which they deem themselves responsible used by an Insured Party or provided to an Insured Party pursuant to the Transaction Documents other than: (i) motor vehicles licensed for road use or otherwise used on roads rather than the railway ( as such term is defined under the Transport and Works Act 1992 );

(ii) aircraft, watercraft or hovercraft;

( iii ) money and other non-negotiable instruments;

(iv) personal property of officers, visitors or employees of the Insured Parties; and

(v) Works;

Insured Losses means Losses suffered or incurred by LUL, the relevant Infraco or any Insured Party which are covered ( both as to the nature and amount of such Losses ) within the scope of the Insurances put in place pursuant to the Insurance Agreement ( or would be so covered if LUL had complied with its obligations thereunder );

Insured Party means any of the following to the extent of their interest in the PPP: (a) the Mayor of London, the Greater London Authority, Tf L, LUL and all subsidiary and affiliated companies and bodies and their respective assigns, directors, officers, employees, servants and agents;

(b) each Infraco and their respective assigns, directors, employees, servants and agents;

(c) TMU ( Acton ) Limited ( for so long as it is a subsidiary of BCV ) and REW ( Acton ) Limited ( for so long as it is a subsidiary of SSL ) and their respective directors, employees, servants and agents;

(d) any person who is providing, or who acts as agent, trustee or account bank in respect of the provision of, financing, hedging or funding ( including without limitation provision of a financial guarantee ) to an Infraco ( or to an Affiliate of an Infraco who is then providing financing, hedging or funding to that Infraco ) and its assigns, directors, employees, servants and agents;

(e) Metronet Rail BCV Finance plc, Metronet Rail SSL Finance plc, Metronet Rail BCV Intermediate Limited, Metronet Rail SSL Intermediate Limited and their respective directors, employees, servants and agents;

(f) the shareholders from time to time of:
(i) Infraco; and

(ii) the immediate parent company of Infraco,
in their capacity as shareholders of such companies; and

(g) such other parties notified in writing to LUL ( such notification to set out the extent of each notified party's interest in the PPP ) by an Infraco and consented to in writing by LUL such consent not to be unreasonably withheld and who shall be included in the Insurances with effect from the date falling thirty (30) days from the date such notice is received by LUL;

Interchange Project means a project to improve the interchange between different transport modes;

Interim Payment Amount means the amount included in any Special Invoice or any ISC Invoice in accordance with the provisions of clauses 18.26 and 18.28, respectively of the PPP Contracts;

Interim Property Amendment Agreement means the Transaction Document of that name.

Intermediate Works means any work ( other than a Minor Work ) in connection with the Infrastructure Services under the applicable PPP Contract, not otherwise required to be performed by Infraco, which has a value of more than £20,000 and less than or equal to £5,000,000;

Intermediate Works Request has the meaning ascribed to it in paragraph 6A.1 of Schedule 2.1 ( Service Outputs ) of the PPP Contracts;

Internal Rate of Return means the discount rate which, when applied to a stream of cashflows subsequent to the reference date, results in the net present value of that stream of cashflows calculated as at the stated reference date, determined by discounting that cashflow by such discount rate, being zero at the stated reference date;

International Standard means those standards produced by the International Standards Organization or the International Electrotechnical Commission both of 3 Rue de Varembe, CH1211, Geneva 20, Switzerland;

Inter-station Run-time or IRI (ixy) means the length of time taken for a Train to travel between two adjacent Stations, measured from the time at which the Train door button is pressed at the first Station to the time corresponding to Door Open Train Wire Enabled at the second Station, and calculated in accordance with paragraph 1.3 or 2.2 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Interview Room means a private room in a Station out of the public's view used for interviewing;

Inter-Infraco Assets and Facilities Agreement means the Transaction Document of that name;

Investors In People Standard means the national standard of good practice issued by Investors In People UK for improving an organisation through its people;

Invitation to Tender means the document issued to tenderers for the PPP Contracts and the surrounding Transaction Documents dated on or around 19 October 1999 in relation to BCV and JNP and issued in relation to SSL on or around 4 April 2000;

Invitation to Tender Documents means the documents issued by LUL to tenderers in connection with and in support of the Invitation to Tender;

Invoice Date means the seventh day of each Payment Period;

IPRs means intellectual property rights including patents, trade marks, service marks, trade names, design rights, copyright ( including rights in computer software and databases ), moral rights, rights in know-how, rights in domain names and other intellectual property rights, in each case whether registered or unregistered, and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect anywhere in the world;

Irrecoverable VAT means VAT incurred by a person to the extent to which that person or any VAT group of which it is a member cannot recover such VAT whether by way of credit against a liability to account for VAT or as an actual repayment from HM Customs & Excise and to the extent to which it would not be recoverable if the only activities carried on by Infraco were confined to the performance of its obligations and the exercise of its rights in relation to the Transaction Documents;

ISC means the Infrastructure Service Charge;

ISC Adjustment means the amount which equals the difference between PAISC, after indexation in accordance with paragraph 1.2.3 ( Calculation of the ISC ) of Schedule 4.1 of the PPP Contracts and Baseline ISC and if the PAISC, as adjusted, is greater than the Baseline ISC such amount shall be positive and if the Baseline ISC is greater than the PAISC, as adjusted, such amount shall be negative;

ISC Adjustment Statement means a statement submitted by Infraco to LUL in accordance with clause 18 ( Payment Provisions ) of the PPP Contracts containing details of the adjustments to be made to Baseline ISC in a particular Payment Period;

ISC Invoice means an invoice submitted by Infraco to LUL in accordance with the provisions of clause 18 ( Payment Provisions ) of the PPP Contracts containing details of the payment to be made by LUL to Infraco on the relevant Payment Date;

JLE Adjoining Property means property which is adjacent to or near to the Jubilee Line Extension;

JNP means Infraco JNP Limited whose registered office is at 55 Broadway, London SW1H 0BD ( Company No. 03923425 );

JNP Base Allocation of L&E Closures means, in relation to L&E Closures, a maximum of 4,000,000 Lost Customer Hours per Review Period;

JNP Base Allocation of Minor Closures means, in relation to Minor Closures, a maximum of 16,065,000 Lost Customer Hours per Review Period;

JNP Contract means the contract between JNP and LUL for the provision of infrastructure maintenance services dated the date hereof as amended from time to time in accordance with its terms;

JNP Insurance Proceeds Account means an account at Societe Generale ( or such other bank as JNP may from time to time notify to LUL ) in the name of JNP notified by JNP in writing to LUL from time to time where the proceeds of any insurance claim are paid;

JNP Lines means the Jubilee Line, the Northern Line and the Piccadilly Line and JNP Line means any of them;

JNP Network means that part of the LUL Network for which JNP is responsible under the JNP Contract;

JNP Stations means those Stations for which JNP is responsible under the JNP Contract and JNP Station means any one of them;

Joint Attribution means where an Incident is attributed to more than one party, as more particularly specified in paragraph 2.5 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Joint PPP Board means a board consisting of two or more PPP Boards sitting jointly, pursuant to clause 2.3 ( PPP Board ) of the Dispute Resolution Agreement;

Joint Working Groups has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Journey Time Capability means the measure described in Appendix 1A ( Journey Time Capability ) of Schedule 2.2 of the PPP Contracts, in the Capability Model Workbook and in paragraph 1.1.1 of Section Two ( Performance Measurement ) of the Performance Measurement Code and calculated in accordance with the Capability Model;

Jubilee Line means the line upon which LUL operates the timetabled Customer metro service known as "Jubilee line";

Jubilee Line Agreements means the agreement dated 28 October 1993 between LUL, LRT, Olympia & York Canary Wharf Limited, the additional Olympia & York companies named therein, the English administrators named therein and the Scottish administrators named therein relating to the extension of the Jubilee Line ( the Funding Agreement ) and the agreement dated 26 April 1999 between LUL, LRT, the CW Companies as defined therein, Canary Wharf Holdings Limited, CWC SPV HCO Limited and Canary Wharf Management Limited relating to the variation of the Funding Agreement;

Jubilee Line Extension means that part of the Jubilee Line east of Green Park Station and any other parts of the Jubilee Line at which works have been or are being carried out pursuant to the London Underground ( Safety Measures ) Act 1991, the London Underground Limited ( Jubilee Line Extension ) Act 1992, the London Underground Limited ( Jubilee Line ) Act 1993 or the London Underground Limited ( Green Park Station ) Act 1994;

Jubilee Line Extension Civil Defect means, in relation to latent defects only, defective design of or defective workmanship or defective materials in the civil engineering works of the Jubilee Line Extension ( being the tunnels, shafts and station structures ) where the works were undertaken prior to the Transfer Date;

Jubilee Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the JNP Contract;

Key IPRs means IPRs which are used in the provision of the Services and/or in the operation, maintenance, repair, renewal and/or enhancement of the relevant Infraco Network such that the unavailability of such IPRs to (i) the relevant Infraco would result in an inability by that Infraco to provide the Services or any part of the Services or (ii) LUL or another service provider would result in an inability by LUL or another service provider to provide the Services, including the operation, maintenance, repair, renewal and enhancement of the relevant Infraco Network;

Key Objectives means those objectives as are set out in clause 1 ( Key Objectives ) of the PPP Contracts;

Key Sub-Contract means any contract entered into by Infraco ( excluding any contract of employment and any funding arrangement ) which: (a) relates to the provision of an asset which, were it owned by Infraco, would be designated a Primary Asset by LUL;

(b) is a contract for services which would be incapable of replacement within five (5) Business Days if such contract was terminated; and which, in each case, has a value in excess of £1,000,000 ( subject to indexation in accordance with Schedule 4.2 ( Indexation ) of the PPP Contracts );

Key Sub-Contractor means any party ( other than Infraco ) to a Key Sub-Contract;

Key System Assets Register means the register of that name maintained by or on behalf of LUL pursuant to section 214(1) of the GLA Act;

Key System Assets means those assets, rights and liabilities identified as such in accordance with Schedule 5.9 ( Key System Assets ) of the PPP Contracts;

L&E Closure means any Closure ( not being a Minor Closure or a Major Closure ) which will result in any lifts, escalators, travelators, fixed stairways, routeways or cross-passageways not being Available for any period of time where such non-Availability does not, for safety or operational reasons, require a Full Station Closure or a Platform Closure;

L&E Compensation Rate means the rate determined in accordance with the table set out at Appendix 1B ( L&E Compensation Rate ) of the Access Code;

L&E Lost Customer Hours Rebate Rate means the rate determined in accordance with the table set out in Appendix 3 ( L&E Lost Customer Hours Rebate Rate ) of the Access Code;

Last Financing Date means the latest of: (a) the date that the Statutory Arbiter directs as the last date for Infraco to procure the Required Finance which may not be later than six months after the Review Date or, if there is then a reasonable likelihood of Infraco procuring the Required Finance within a reasonable period, on the expiry of that period but in any event no later than twelve (12) months after the Review Date; and

(b) six months after the date on which the Statutory Arbiter makes a direction that there has been a material adverse change or that there is market disruption, in either case in the terms of schedule 1.9, paragraph 1.4(c);

Last Year means during the currency of a Contract Year, the immediately preceding Contract Year;

Latest Completion Date means the last day by which Infraco is required to have completed a project;

Latest Engineering Train Path Request Date means 42 days prior to the first Business Day of the week in respect of which the access is sought;

Latest Implementation Date means, except where otherwise stated, the last day by which Infraco is required to Deliver into Service such new or enhanced Train Facilities as are necessary to adhere to the step change in Journey Time Capability in order to meet the Specified Line Upgrades in accordance with Appendix 5A ( Specified Line Upgrades ) of Schedule 2.1 of the PPP Contracts;

Latest Request Date means, in the case of access to track 28 days prior to the first Business Day of the week in respect of which access is sought, and in the case of access to Stations 21 days prior to the first Business Day of the week in respect of which access is sought;

Law or Legislation means any and all of the following each as is in force from time to time: (a) laws, by-laws, codes, common law or other laws or legislation made by a Competent Authority and all rules, regulations, ordinances, orders, notices, directives, franchises, guidance notes and circulars promulgated pursuant to the same ( to the extent legally effective ); and

(b) any authoritative judicial or legally effective administrative interaction of each of the foregoing;

Law Change means: (a) any amendment, alteration, modification to or repeal of or passing of any Legislation, other than one which has been published on or prior to, the Start Date:
(i) in a draft Bill as part of a Government Department Consultation Paper;

(ii) in a Bill;

( iii ) in a draft statutory instrument; or

(iv) published as a proposal in the Official Journal of the European Communities; or
(b) any change in the interpretation or enforcement of Legislation ( provided that any such change shall not constitute a Law Change for the purposes of any Discriminatory Change of Tax Law ) by the enforcing authority or any applicable judgement of a relevant court of law which changes interpretation or enforcement of Legislation, coming into effect after the Start Date;

Law Change Costs means, in respect of any Review Period, the extent to which Infraco Capital Costs, Infraco Operating Costs or Infraco Finance Costs in aggregate increase or decrease ( or will do so ) prior to the next Review Date directly resulting from a Qualifying Change of Law calculated in accordance with clause 28.5 ( Cost Calculations ) of the PPP Contracts;

LCIS or Loss Control Information Section means the section of LUL which collates information forwarded to it, for entry into the IMS for the calculation of Availability;

Lease means the lease between LUL and Infraco in the form set out in Part III of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contracts with such amendments as LUL and Infraco shall agree ( whether before or after the Transfer Date ) and unless the context otherwise requires includes any amendment, restatement, variation, modification, suspension, replacement or novation of it and any deed or instrument made supplemental to it ( including where applicable any Supplemental Lease );

Lease Perpetuity Period means the period beginning on the date of the Lease and expiring on the sooner of eighty (80) years from the Transfer Date and the Termination of the Lease Term;

Lease Premises means the Premises excluding any part thereof forming part of the Ancillary Lease Premises;

Lease Term means ( subject to earlier determination as provided in the Lease or the PPP Contracts ) a term of fifty (50) years from and including the Start Date and shall include any extension holding over or continuation thereof by agreement;

Leasing Principles means the preface to the Property Schedules and Plans headed "Leasing Principles" and containing the sub-sections titled "Drafting Principles and Criteria", "Interpretation and Guidance", "Generic Definitions" and "Legend";

Lettable Area means the following parts of any Commercial Property that is included within the Premises: (a) all the airspace within the Commercial Property;

(b) ( subject to paragraph (c)) the walls;

(c) only the inner half of the internal walls dividing the Commercial Property from any adjoining premises other than any walls which form part of the structure of the Premises;

(d) the decorative finishes applied to the surfaces of the walls referred to in paragraph (b) and to the internal surfaces of the walls referred to in paragraph (c) including tiles and other wall coverings;

(e) the floor finishes including any floorboards, screed, tiles, carpet and other covering but not any part of the floor slab;

(f) the roof where this does not form part of the structure of the Premises and in any case the decorative finishes applied to the underside of the ceiling;

(g) the doors and windows and door and window frames;

(h) all tenant's fixtures and fittings; and

(i) the shop front and any security shutters; and

(j) Conducting Media located within and exclusively serving the Commercial Property;

Level A means the level of seniority of LUL Staff or Infraco Staff who deal with the procedures set out in Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code on a daily basis;

Level B means the level of LUL Staff or Infraco Staff of a higher level of seniority than Level A, who deal with the procedures set out in Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code which have not been resolved at Level A;

Lift means a Customer-facing lift at a Station used for Customer service other than a Mobility Impaired Lift or Goods Lift;

Lift Downtime means where one or more lift is taken out of service completely for a minimum of two (2) minutes duration as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Lift, Escalator and Customer Conveyor Service NACHs Table means the table which sets out the system of weights used to estimate the cumulative additional perceived journey time encountered by Customers as a result of planned or unplanned disruptions to lift, escalator and Customer conveyor services as set out in Schedule 2.3 ( NACHs Tables ) of the PPP Contracts;

Line Branch Section means any portion of a Line Grouping which is not a Line Trunk Section;

Line Control Room (LCR) or Line Control Centre means a room in which the day to day working of the railway is controlled;

Line Controller means a qualified person on duty in a Line Control Centre who is authorised by LUL to co-ordinate the day to day working of the railway;

Line Diagram means a visual display in a Signal Cabin, Regulating Room, Signal Control Centre, Service Control Centre or Line Control Centre to show LUL Staff the movement of Trains, state of track circuits, signal aspects, position of points ( at some locations ), Train descriptions and other information relevant to the operation of the Train Service;

Line Extension means in respect of any SSL Line, any BCV Line and any JNP Line respectively, any addition to such Line;

Line Extension Projects means projects to extend existing Lines and to construct new Stations on those extended Lines;

Line Grouping means those Line Sections which are grouped together for the purpose of calculating Journey Time Capability, Service Consistency and Service Control as identified in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the applicable PPP Contract and Line Groupings shall be construed accordingly;

Line Grouping Capability Descriptors or Descriptor means the element specified as part of the Capability Model Data, that defines the layout, ordering and nomenclature necessary to describe uniquely a Line Grouping for the purpose of calculating Journey Time Capability;

Line Section means a section of a Line Grouping linking two Stations as specified in the Capability Model Data which is either a Line Branch Section or a Line Trunk Section;

Lines means the Jubilee Line, the Northern Line, the Piccadilly Line, the Bakerloo Line, the Waterloo & City Line, the Central Line, the Victoria Line, the Circle Line, the Hammersmith & City Line, the District Line, the Metropolitan Line and the East London Line and Line means any one of them;

Line Trunk Section means the Line Sections or sections of each Line Grouping over which the highest scheduled service frequency operates;

Local Planning Authority has the meaning ascribed to it in section 1 of the Town and Country Planning Act 1990 or any equivalent future provision;

Locker Room means private room in a Station, out of the public's view, with adequate space for locker facilities for LUL Staff;

London Fire and Emergency Planning Authority means the authority established by Part VII of the Greater London Authority Act 1999, which expression includes its successors;

London Transport or London Regional Transport means London Regional Transport ( as constituted under the London Regional Transport Act 1984 ) of 55 Broadway, London SW1H 0BD and any successor to its undertaking, property or works ( or any part or parts thereof );

Longitudinal Seat means a seat space on a Train positioned such that it faces a direction perpendicular to the direction of travel;

Losses means all liabilities, damages, losses, costs and expenses;

Lost Customer Hours means the total additional journey time measured in hours, applying NACHS, experienced by Customers using the Underground Network as a result of Service Disruptions;

Low Service Disruption means a disruption as a result of Disruption Event lasting less than three (3) days in total in any one Payment Period;

LRT means London Transport;

LRT Pension Scheme means any LRT Pension Scheme ( as defined in paragraph 1(1) of Schedule 32 to the GLA Act ) prescribed in a Pensions Order for the purposes of paragraph 3(3)(a) of Schedule 32 to the GLA Act;

LRTPF means the London Regional Transport Pension Fund;

LT Drawings means the set of historical drawings and associated documents held by the LT Museum and to which Infraco might require access from time to time during the course of provision of the Services;

LT Museum means the museum located in Covent Garden Piazza, London, dedicated to exhibiting and preserving examples of transport from in and around London;

LUL means London Underground Limited whose registered office is at 55 Broadway, London SW1H 0BD;

LUL Breach means (a) breach by LUL of any LUL Obligations, or (b) any act or omission which the PPP Contracts or the Transaction Documents expressly state is an LUL Breach;

LUL/BCV PPP Board means the board established by LUL and BCV in accordance with clause 2.1(b) ( PPP Board ) of the Dispute Resolution Agreement;

LUL Commercial Exploitation means: (a) LUL or any person authorised by it:
(i) designating any Commercial Property which at the Transfer Date is not Relevant Let Property as being Relevant Let Property; or

(ii) stipulating that any Commercial Property shall cease to be designated as Relevant Let Property;
save in each case where it is agreed or determined pursuant to paragraph 5 of Schedule 1.5 ( Property Provisions and Documents ) of the PPP Contracts that the original extent of the designation of the Relevant Let Property was an error as at the Transfer Date; or

(b) LUL or any person authorised by it undertaking any business, operations or other activity on, or which necessitates works to, use of or exercise of rights over Operational Property otherwise than for the purpose of performing the LUL Obligations, the exercise of LUL Rights, Infrastructure Protection or the operation of the Underground Network; or

(c) The grant by LUL of any rights over Operational Property otherwise than for the purpose of performing the LUL Obligations, the exercise of LUL Rights, Infrastructure Protection or the operation of the Underground Network;

LUL Default Notice means a notice served by Infraco upon LUL in the circumstances described at clause 40.3 ( LUL breaches ) of the PPP Contract;

LUL Estate Plan means the estate plan to be prepared by LUL as further described in paragraphs 2 and 3 of section 1 ( LUL/Infraco Estate Plans ) of the Property Code;

LUL Furniture and Office Equipment means furniture and general office equipment ( including but not limited to desks, chairs, filing cabinets, cupboards, reprographic equipment, facsimile machines, desk type fans, portable heaters ) used exclusively or predominantly by LUL Staff;

LUL Group means LUL and London Transport or Transport for London as the case may be and any of their respective subsidiaries;

LUL Head Office Accommodation Building has the meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

LUL Implementation Assessment Statement means a written statement signed by the Contract Manager for LUL and referring to clause 13.3 ( Contract Management and LUL Assistance ) of the relevant PPP Contract and setting out LUL's opinion on any matter on which Infraco proposes to rely in relation to the introduction of any new or enhanced Facilities and on which Infraco is not able to reach its own conclusion ( with other external advice as appropriate ) without reliance on LUL;

LUL/Infraco Estate Plan means the estate plan to be prepared by an Infraco as further described in paragraphs 6 and 7 of section 1 ( LUL/Infraco Estate Plans ) of the Property Code;

LUL/JNP PPP Board means the board established by LUL and JNP in accordance with clause 2.1(a) ( PPP Board ) of the Dispute Resolution Agreement;

LUL Landlord Manager means those LUL personnel having responsibility for discharging LUL's responsibilities as Infrastructure Controller pursuant to the Safety Case Regulations;

LUL Leases means the Underlease and any Ancillary Underleases;

LUL Network means that part of the Underground Network for which LUL is Infrastructure Controller save that in the Access Code the expression shall exclude any reference to Depot Premises or to the premises comprised in the Acton Works Lease;

LUL New Requirement has the meaning ascribed to it in Schedule 5.5 ( Training ) of the PPP Contracts;

LUL Nominee means either: (a) a wholly owned subsidiary of LUL; or

(b) any other person nominated by LUL;

LUL Obligations means all of LUL's obligations and liabilities under and pursuant to the PPP Contract and such of the Transaction Documents to which both LUL and Infraco are party;

LUL Options has the meaning ascribed to it at paragraph 9.4 ( The Statutory Arbiter and Reviews ) of Schedule 1.9 in the JNP Contract and at paragraph 10.1 ( The Statutory Arbiter and Reviews ) of Schedule 1.9 in the BCV Contract and JNP Contract;

LUL Parties has the meaning ascribed to it in clause 24.1 ( Indemnity by Infraco ) of the PPP Contracts;

LUL Rights means rights enjoyed by LUL under the PPP Contract or any Transaction Document which by their terms can be exercised periodically or not at all at LUL's discretion;

LUL Safety Case means the safety case prepared by LUL and accepted by Her Majesty's Railway Inspectorate in compliance with the Railways ( Safety Case ) Regulations 2000;

LUL Services Agreement means any agreement pursuant to which LUL performs or undertakes, or procures the performance or undertaking of, services or works in favour of ( or on behalf of ) Infraco including, but not limited to, each Centralised Services Agreement referred to in Appendix 1 to Schedule 5.7 ( Non-ISC Invoicing ) of the PPP Contracts, and each agreement pursuant to which LUL procures services for Infraco from a PFI Contractor as referred to in paragraphs 8.2, 8.4 and 8.6 of Schedule 1.3 ( PFI Contracts ) of the PPP Contracts;

LUL's Cost Base means LUL's operating and capital costs of performing the LUL Obligations, exercising LUL Rights and otherwise operating the Underground Network, all as determined by reference to LUL's audited accounts for the period ending prior to the commencement of the current Contract Year;

LUL's Premises means all or any part or parts of any land, building, structure or works ( of which the Premises form part ) whether adjacent to, above, below or neighbouring the Premises, in which LUL has from time to time any estate or interest, or over which it has or purports to have any rights or control, or in respect of which it customarily acts as if it has any rights or control;

LUL Specified Right means each of LUL's rights under:

(a) clause 29.4 ( Disruptive Commercial Exploitation ) of the PPP Contracts to undertake, authorise or permit Disruptive Commercial Exploitation;

(b) section 3 ( Surplus Property ) of the Property Code relating to Surplus Property in circumstances where paragraph 1(a)( vii )(B) or 1(b) of that section applies;

(c) paragraph 7.2 of Schedule 1.1 ( National Network ) of the PPP Contracts relating to the negotiation of any new contracts, agreements or arrangements with any National Network Parties which LUL requires to be treated as National Network Agreements and the amendment, variation or replacement of National Network Agreements unless following such amendment, variation or replacement the agreement would qualify as a Relevant Third Party Agreement;

(d) paragraph 5 ( of the BCV and SSL Contracts ) and paragraph 6 ( of the JNP Contract ) of Schedule 1.2 ( Third Party Contracts ) of the said Contracts relating to the amendment, variation or replacement of Third Party Contracts unless following such amendment, variation or replacement the agreement would qualify as a Relevant Third Party Agreement;

(e) paragraph 3 of Schedule 1.3 ( PFI Contracts ) of the PPP Contracts relating to the amendment, variation or replacement of PFI Obligations unless following such amendment, variation or replacement the agreement would qualify as a Relevant Third Party Agreement;

(f) clauses 8.1.1 ( Performance by an Alternative Provider ) or 9.1 ( Suspension of Infraco for Duration of Major Enhancement ) of the Major Enhancement Agreement relating to performance of Major Enhancement Works by an Alternative Provider;

(g) clause 51.13 ( Heritage Trains ) of the PPP Contracts relating to the running of Heritage Trains;

(h) clause 11A ( TIMIS ) of the BCV Contract and clause 11C ( TIMIS ) of the JNP Contract relating to the ongoing maintenance of the respective parts of the TIMIS System, and clause 11A ( TIMIS ) of the SSL Contract relating to the maintenance of the TIMIS System or any part thereof;

(i) clause 11B ( Terminal 5 ) of the JNP Contract to require JNP to undertake certain obligations in respect of Project T5;

(j) clause 11B.2 ( East London Line ) of the SSL Contract to require SSL to undertake certain obligations in respect of the East London Line;

(k) clause 1.2(r) ( Interpretation of Transaction Documents ) of the MDA regarding the withdrawal of approval by LUL;

(l) clause 11C ( Croxley ) of the SSL Contract to require SSL to undertake certain obligations in respect of the Croxley Link;

(m) paragraph 8.1.4 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contracts to grant interests in or rights of use of or access to land where such grant is in favour of a New PFI Contractor;

(n) clause 11D ( East London Line ) of the JNP Contract to require JNP to undertake certain obligations at Canada Water station in respect of the East London Line;

(o) clause 11E ( Jubilee Line Upgrade ) and 11H ( Jubilee Line ) of the JNP Contract to require JNP to undertake additional obligations in respect of the Jubilee Line;

(p) clauses 11F ( Project Thameslink ) of the JNP Contract, 11B ( Project Thameslink ) of the BCV Contract and 11D ( Project Thameslink ) of the SSL Contract to require Infraco to undertake certain works and services in relation to Project Thameslink;

(q) clause 11G.1 ( Connect Enabling Works ) of the JNP Contract, clause 11C ( Connect Enabling Works ) of the BCV Contract and clause 11E ( Connect Enabling Works ) of the SSL Contract relating to certain works and services in respect of the Connect Contract;

(r) paragraph 6A.1 of Schedule 2.1 ( Service Outputs ) of the PPP Contracts to require Infraco to carry out Intermediate Works;

(s) ( in respect of the JNP Contract only ) the SSL Contract or any other documentation whatsoever to terminate in whole or in part any Lease or Ancillary Lease granted to SSL in circumstances where clause 3.2 of the Depot Facilities Agreement requires that LUL complies with the provisions of clause 17 ( LUL Specified Rights ) of the JNP Contract in respect of such termination;

(t) [Not used];

(u) ( in respect of the JNP Contract and the SSL Contract only ) the BCV Contract or any other documentation whatsoever to terminate in whole or in part any Lease or Ancillary Lease granted to BCV in circumstances where clause 13.4 of the Ruislip Depot Loading Area Agreement requires that LUL complies with the provisions of clause 17 ( LUL Specified Rights ) of the JNP Contract and/or the SSL Contract ( as the case may be ) in respect of such termination;

(v) paragraph 1.6A of Schedule 3.2 ( Reasonable Life Expectancy, Condition Benchmarks and Residual Life Benchmarks ) of the BCV and SSL Contracts to require Infraco to carry out more extensive works to bring a Grey Asset into a condition to be specified by LUL;

(w) the right of LUL to require that property which has temporarily been Surplus Property shall cease to be Surplus Property, in the circumstances set out in paragraph 4(a) of Section 3 of the Property Code;

(x) clause 11F ( Circle Line Trains ) of the SSL Contract to require SSL to undertake certain works and services in relation to Trains on the Circle Line; and

(y) clause 11G ( Air Conditioning ) of the SSL Contract to require SSL to undertake works and services in relation to the installation and maintenance of air-conditioning systems on Trains on the SSL Lines;

(z) clause 11H.1 and 11H.2 of the SSL Contract to amend Fixed Parameters and determine Infraco Measures for the inclusion of Barking Sidings, Rayners Lane Terminus and Rayners Lane Flat Junction in the Capability Model Workbook and to require Infraco to complete additional infrastructure or enabling works at such locations;

(aa) clause 11K of the JNP Contract to require JNP to provide a Train Service Management Information System for the Jubilee Line;

(bb) clause 11G.2 ( Northern Line Train Service Contracts ) of the JNP Contract to procure certain variations in relation to the radio system on the Northern Line and assist LUL in procuring certain variations to the Connect Contract;

(cc) clause 11J.1 ( Northern Line Train Service Contracts ) of the JNP Contract regarding changes to the terms of the Northern Line Train Service Contracts;

(dd) clause 11J.2 ( Northern Line Train Service Contracts ) of the JNP Contract regarding the exercise of voluntary termination rights under the Northern Line Train Service Contracts;

(ee) clause 11J.3 ( Northern Line Train Service Contracts ) of the JNP Contract regarding the service of certain notices under the Northern Line Train Service Contracts;

(ff) paragraph 2.3 of the Access Code to allow PFI Contractors other than the Prestige Contractor, the Power Service Contractor, the Connect Contractor and ( subject to the specific provisions of clause 11B of the JNP Contract ) any PFI Contractor in respect of Project T5 to have Access pursuant to the Access Code;

(gg) clause 11I of the SSL Contract to require Infraco to undertake certain works and services in relation to Train Refurbishments on the District Line;

(hh) clause 11L ( Legal Proceedings ) of the JNP Contract to require Infraco to provide certain services in relation to legal proceedings involving LUL in respect of the Jubilee Line;

(ii) clause 11D ( OPO CCTV ) of the BCV Contract and clause 11J ( OPO CCTV ) of the SSL Service Contract regarding the implementation and maintenance of one-person-operation ( OPO ) closed circuit television ( CCTV ) systems;

(jj) clause 11E ( Station Modernisations ) of the BCV Contract to require Infraco to Deliver into Service in relation to each or any of Buckhurst Hill Station and/or Notting Hill Gate Station a Station Modernisation and/or in respect of Marble Arch Station a Station Modernisation and Congestion Relief Project.

LUL/SSL PPP Board means the board established by LUL and SSL in accordance with clause 2.1(c) ( PPP Board ) of the Dispute Resolution Agreement;

LUL Staff Portable Equipment means any Portable Equipment of a kind used for domestic or household purposes ( including but not limited to kettles, urns and other tea and coffee making apparatus, cookers, microwaves, fans, portable air conditioning units, portable heaters and refrigerators ) which is used exclusively or predominantly by LUL Staff including any within Mess Rooms, kitchenettes, office areas or other Staff Accommodation;

LUL Trainers means such LUL Staff as, from time to time, LUL shall determine as having responsibility for the ongoing training of other LUL Staff and other third parties;

Luminaire means a lighting unit consisting of a bulb or fluorescent tube, its housing and cover ( if fitted ), which provides a source of light in an area of a Train used by Customers;

Main Lighting means that part of Station lighting ( typically seventy five (75) per cent. ) within public areas and Staff Accommodation that is connected to the normal supply of electricity not being the supply for Emergency Lighting;

Major Closure means any Closure ( not being a Minor Closure or an L&E Closure ) which will result in Facilities not being Available for any period of time between 6am to 9pm on any Business Day;

Major Enhancement means: (a) Station Accessibility Projects and/or Station lengthening projects which will or are likely to require the acquisition of land, property and/or an order under the Transport and Works Act 1992 and are not combined with a Congestion Relief Project;

(b) Congestion Relief Projects ( which may include, inter alia, works to effect a Station Accessibility Project );

(c) Line Extension Projects ( including Project T5 );

(d) Station Control Room Projects;

(e) Externally Funded Projects ( other than Infrastructure Protection );

(f) Interchange Projects; and

(g) the provision of Additional Staff Accommodation;

Major Enhancement Agreement means any of the three (3) Transaction Documents of that name;

Major Enhancement Services means all and any services which are necessary or appropriate and which LUL requires to be performed in relation to a Major Enhancement including the services set out in clause 5.2 ( Major Enhancement Services ) of the Major Enhancement Agreement;

Major Enhancement Works means works which LUL requires to be performed in relation to a Major Enhancement;

Management and Performance Planning has the meaning ascribed to it in Schedule 5.2 ( Planning ) of the PPP Contracts;

Management Plan has the meaning ascribed to it in Schedule 5.2 ( Planning ) of the PPP Contracts;

Mandatory Sale means the sale of the Contract in accordance with the Mandatory Sale Procedure;

Mandatory Sale Notice means a notice in writing served by LUL upon Infraco in the circumstances described at clause 41.1 ( Mandatory Sale activation by LUL ) of the PPP Contracts or by Infraco upon LUL in the circumstances described at clause 41.2 ( Mandatory Sale activation by Infraco ) of the PPP Contracts notifying the other party that it is activating the Mandatory Sale Procedure;

Mandatory Sale Procedure means the procedure described at clause 41 ( Mandatory Sale ) of the PPP Contracts which may be activated by LUL or Infraco, as the case may be, in the circumstances described at clause 41.1 ( Mandatory Sale activation by LUL ) of the PPP Contracts or by Infraco in the circumstances described at clause 41.2 ( Mandatory Sale activation by Infraco ) of the PPP Contracts;

Manual means the LUL reference manual or any part of it;

Market Period means the period commencing upon service of a Mandatory Sale Notice and expiring one (1) year after;

Market Sounding Document means the document issued by LUL on 17 August 1998 in connection with the subject matter of the PPP Contracts;

Master Definitions Agreement means this Agreement;

Master Projects Database has the meaning ascribed to it in paragraph 4.1 of Schedule 5.2 ( Planning ) of the PPP Contracts;

Materiality Threshold has the meaning ascribed to it in Annex 1 of Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the PPP Contracts;

Maximum Control Speed means the speed below which a Train must approach a signal to enable the signal to show a green or amber aspect;

Maximum Indexation Factor means the relevant factor calculated in accordance with paragraph 10 of Schedule 4.2 of the PPP Contract;

Maximum Wheel Start-Wheel Stop Times means the maximum permitted journey time, measured in minutes and seconds, between the Start Station and the End Station, calculated from the time a Train's wheels start to move at the Start Station to the time that Train's wheels stop moving at the End Station, as specified in Appendix 5B ( Maximum Wheel Start-Wheel Stop Time ) of Schedule 2.1 of the PPP Contract;

MDA means the Master Definitions Agreement;

ME Contract Price means the value of works performed in relation to a Major Enhancement agreed as part of the ME Terms in accordance with clause 5.3 ( Major Enhancement Services ) of the Major Enhancement Agreement;

ME Obligations means in relation to a Major Enhancement, such requirements ( save in respect of the ME Contract Price and ME Programme ) as the parties agree are reasonably necessary for the purpose of facilitating LUL's Commercial Exploitation activities in accordance with clause 29 ( Commercial Exploitation ) of the PPP Contracts;

ME Programme means the programme for the performance of the Major Enhancement;

ME Services Price means the value of services performed in relation to a Major Enhancement as agreed in accordance with clause 6.1 ( The Major Enhancement Services Price ) of the Major Enhancement Agreement;

ME Services Term has the meaning given in clause 6.1 ( The Major Enhancement Services Price ) of the Major Enhancement Agreement;

ME Terms means the ME Contract Price, the ME Programme, such amendment to Schedule 2.1 ( Service Outputs ) of the PPP Contracts and the Performance Measurement Code as is required to reflect the results of providing the Major Enhancement, the ME Obligations, the manner in which the ISC is to be amended to either pay or repay the Contract Price, the level of potential deduction for late Delivery into Service of the Major Enhancement and any other term ( including any change to the PPP Contracts or any Transaction Documents ) that may be agreed in relation to the implementation of a Major Enhancement;

Medium Service Disruption means a disruption as a result of a Disruption Event lasting three (3) days or more but less than fifteen (15) days in total in any one Payment Period;

Mess Room means a private room out of the public's view, where LUL Staff have access to hot and cold running water, electricity outlets, cooking, refrigeration and locker facilities;

Metered Annual Reduction means the cost savings ascertained in paragraph 2.1 of Schedule 1.4 ( Utilities ) of the PPP Contracts;

Metered Utility means a Utility which is used by Infraco and which now, or at any time in the future, is metered in such a way that the volume of the Utility used by Infraco ( either exclusively or with LUL ) can be measured;

Metered Utility Volume means the volume of a Metered Utility for which invoices have been received during a Contract Year irrespective of the period in which the Utilities were used for that Metered Utility;

Metronet means the consortium which was successful in the competition to purchase Infraco BCV and Infraco SSL, the members of which are the Sponsors of Infraco BCV and Infraco SSL;

Metronet Rail BCV Holdings Limited means the company whose registered office is at Mitre House, 160 Aldersgate Street, London, EC1A 4DD ( Company No. 04287512 );

Metronet Rail SSL Holdings Limited means the company whose registered office is at Mitre House, 160 Aldersgate Street, London, EC1A 4DD ( Company No. 04287515 );

Metropolitan Line means the line upon which LUL operates the timetabled Customer metro service known as "Metropolitan line";

Metropolitan Line Alternative (Backup) Service Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Metropolitan Line Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Metropolitan Line Signal Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Mezzanine Funders

Infraco specific definitions

Milestone means the points to be achieved by a specified time by Infraco in the Delivery into Service of Specified Line Upgrades set out in Appendix 5 to Schedule 3.1 ( Asset Management Regime ) of the applicable PPP Contract, as the same may be amended by the parties from time to time, selected so as to provide LUL with reasonable assurance that physical work is progressing to the required timetable;

Mimic Diagram means a system that electronically displays data from the Line Diagram on another outlet, providing that subset of information required by the relevant LUL Staff;

Minimum Achievable Headway or HC(i) means the minimum interval between Trains, measured in seconds, that can be achieved on a Line Section given the constraints of the signalling system and the number of Trains available for service, calculated in accordance with the Capability Model Workbook;

Minimum Fallback Train Requirement

means the minimum number of Trains that Infraco must make Available to LUL to enable LUL to operate its preferred alternative service during Saturday, Sunday, Weekend or Bank Holiday Minor Closures, and to enable Infraco to calculate any related Lost Customer Hours pursuant to sub-paragraph (c) of the Disruption Type Partial Line Suspensions as set out in Table 1 of Part A of Schedule 5 ( Disruptions, Defects and Failures ) of the Performance Measurement Code.

Minimum number of Trains for each Rolling Stock group:

Group	Minimum Number of Trains
Bakerloo	21
Central	40
Victoria	20
Waterloo & City	2
Metropolitan	24
District - D Stock	40
District and H & C - C Stock	29
East London	4
Jubilee	32
Northern	48
Piccadilly	56

Minimum Headway Available or HI(i) means the minimum interval between Trains, measured in seconds, measured and calculated in accordance with paragraph 3 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Minimum Headway Recovery or HR(i) means the time in seconds of the signalling recovery above the benchmark for Line Section indicated as the difference between the Minimum Headway Achievable ( HI(i) ) and Minimum Headway Available ( HI(i) );

Minimum Indexation Factor means the relevant factor calculated in accordance with paragraph 10 of Schedule 4.2 of the PPP Contract;

Minimum Occupation Time or HDU(zb) means the minimum headway that can be scheduled at any one platform or Berth at a Terminus or Reversing Point, measured and calculated in accordance with the Capability Model Workbook;

Minimum Records means: (a) all necessary information for the evaluation of claims or variations, whether or not relating to Infraco's sub-contractors ( and whether or not such sub-contractors are affiliated to Infraco );

(b) management accounts, information from management information systems and any other management records;

(c) accounting records ( in hard copy as well as computer readable data );

(d) sub-contract files ( including proposals of successful and unsuccessful bidders, bids, rebids, etc. );

(e) original estimates;

(f) estimating worksheets;

(g) correspondence ( subject to the exceptions in clause 15.2 of the PPP Contracts );

(h) variation files ( including documentation covering negotiated settlements );

(i) schedules on a project by project basis including Capital Works Costs, timetable and progress towards Milestones;

(j) general ledger entries detailing cash and trade discounts and rebates;

(k) commitments ( agreements and leases ) greater than £5000;

(l) detailed inspection records; and

(m) such materials prepared in relation to the Invitation to Tender and subsequent tendering process relating to cost breakdowns, reconciliations against BAFO pricing and project plans, in each case which have not already been provided to LUL;

Minimum Run-Time or RI(ip) means the minimum period of time for a Train to traverse a particular Line Section measured in accordance with paragraph 2 of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Minimum Scheduled Headway or HCT(z) means the Minimum Achievable Headway at a particular Terminus or Reversing Point;

Minor Closure means any Closure ( not being a Major Closure or an L&E Closure ) which will result in Facilities not being Available for any period of time following the run down of services between 9pm to 6am on any Business Day or at any time during a day other than a Business Day;

Minor Closures and CTRL Closures Lost Customer Hours Rebate Rate means the rate determined in accordance with the table set out at Appendix 2 ( Minor Closures and CTRL Closures Lost Customer Hours Rebate Rate ) of the Access Code ( for the avoidance of doubt SSL shall only be entitled to a rebate for CTRL Closures where the CTRL Closure is a Minor Closure );

Minor Closures Lost Customer Hours Rebate Rate means the rate determined in accordance with the table set out at Appendix 2 ( Minor Closures Lost Customer Hours Rebate Rate ) of the Access Code;

Minor Works means any work in connection with the Infrastructure Services under the applicable PPP Contract, not otherwise required to be performed by Infraco which has a value of less than £20,000;

Minor Works Request means a written request from LUL to Infraco requesting that Infraco carries out Minor Works in accordance with paragraph 6 ( Minor Works ) of Schedule 2.1 of the PPP Contracts;

Missile-Proof Glazing means glazing which is resistant to bottles, stones, rocks, bricks and airgun pellets;

Mitigating Party shall have the meaning ascribed to it in clause 65 ( Mitigation ) of the PPP Contracts;

Mixed Category Standards means any Standard identified by LUL as including a Category 1 Standard and any other category of Standard;

Mobility Impaired Lift means a Customer-facing lift at a Station used for mobility-impaired or disabled Customers where such lift is not used as the primary method of access for Customers;

Modern Equivalent Asset Value means the value of each type of Asset at the Transfer Date as stated in Category 1 Standard E1501 subject to indexation in accordance with Baxter ( for civil engineering ) and BEAMA ( for electrical and mechanical ) indices; in this definition, BEAMA index means the index produced by the Office for National Statistics, on behalf of the British Electrotechnical and Allied Manufacturers' Associations, and consist of price index figures for materials used in the mechanical engineering and electrical machinery industries and Baxter index means the index used in conjunction with the formulae price adjustment method of adjusting building and civil and specialist engineering contracts produced monthly from Tudorseed Limited ( ( company registration number 02560324 ) whose registered office is at Unit 3, Ripon House, 35 Station Road, Hornchurch, Essex RM12 6JL );

Modernisation Completion Date has the meaning ascribed to it in paragraph 1 of Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 ( Service Outputs ) of the PPP Contracts;

Modification means, in relation to a contract or document, any amendment, variation, modification, supplement, replacement, novation or ( whether with the existing or a different counterparty ) renewal of the relevant contracts and/or documents and "Modified" shall be construed accordingly;

Modified Original Working Timetable means the Original Working Timetable as modified by alterations to the first and last Train paths in accordance with the First & Last Train Galley Sheets as set out in Appendix 1 ( Working Timetables ) of Schedule 2.1 of the PPP Contracts. The Modified Original Working Timetable forms the reference point for determining allowable criteria for future timetable changes described in Schedule 2.1 ( Service Outputs ) of the PPP Contracts;

Motor Insurance Policy means insurances in respect of motor vehicles licensed for road use or otherwise used on roads rather than railways ( as such term is defined under the Transport and Works Act 1992 );

MSS Data means a spreadsheet which contains the raw data from each MSS survey collected by the appointed organisation;

MSS or Mystery Shopping Survey means the survey to be carried out by an independent survey organisation used to measure Train Ambience and Station Ambience as more fully described in paragraph 5 of Section 2 ( Performance Measurement ) of the Performance Measurement Code;

Mystery Shopping Scoring Criteria means the criteria for scoring each Train Ambience attribute and Station Ambience attribute identified in Appendix 2 ( Train and Station Ambience Attribute Weights ) of Schedule 2.2 of the PPP Contracts on a scale of zero (0) to ten (10) as set out in Schedule 6 ( Mystery Shopping Scoring Criteria ) of the Performance Measurement Code;

NACHs or Nominally Accumulated Customer Hours means the system of weights, used to estimate the cumulative additional perceived journey time encountered by Customers as a result of planned or unplanned Disruptions to Customer services at both Train and Station level, as the same is set out in the NACHS Tables in Schedule 2.3 of the PPP Contracts;

National Network Agreements has the meaning ascribed to it in paragraph 1 of Schedule 1.1 ( National Network ) of the PPP Contracts;

National Network Parties has the meaning ascribed to it in paragraph 1 of Schedule 1.1 ( National Network ) of the PPP Contracts;

National Railway Network means the national rail network infrastructure operated by Railtrack;

Neasden Service Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement and shown coloured pink on drawing number JO22, and shown uncoloured on drawing number MD04, each such drawing number having been allocated reference number BO92/04, and respectively contained in the "Jubilee Line" and "SSL Depot" volumes of the Property Schedules and Plans;

Net Adverse Effects means the sum of Qualifying Costs and Qualifying Revenues provided that Net Adverse Effects at a Review Date shall never be less than zero;

Net Gain has the meaning ascribed to it in clause 32.7 ( Change of Control of Infraco ) of the applicable PPP Contract;

Net Present Value means the net present value of any stream of cashflows calculated as at the stated reference date, determined by discounting any such cashflows subsequent to the reference date by:

(a) for the purposes of calculating the DCF Amount, the weighted average interest rate ( taking into account hedging arrangements ) of principal indebtedness falling within paragraph (a) of the definition of Approved Debt at the commencement of business on the Contract Disposal Calculation Date on the assumption that Infraco has complied with its payment obligations in respect of such indebtedness;

(b) for the purposes of calculating any benefit pursuant to paragraph 1.5(aa) of Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the PPP Contracts, the Equity Rate of Return as at the Contract Disposal Calculation Date;

(c) for the purposes of calculating Rectification Costs and components A and B of the Estimated Fair Value of the Contract, the rate set out in clause 41.16 ( Net Present Value ) of the applicable PPP Contract;

(d) for the purposes of calculating component E of the Estimated Fair Value of the Contract, the Equity Rate of Return as at the Contract Disposal Calculation Date; and

(e) for the purposes of calculating component F of the Estimated Fair Value of the Contract, the weighted average interest rate ( taking into account hedging arrangements ) of principal indebtedness falling within paragraph (a) of the definition of Approved Debt at the commencement of business on the Contract Disposal Calculation Date on the assumption that Infraco has complied with its payment obligations in respect of such indebtedness;

Network Control Centre means the control centre serving the entire Underground Network and located within the LUL Head Office Accommodation Building at 55 Broadway, London, SW1H;

New Assets means Assets which are new in design or purpose which are not contemplated or accounted for under the Third Schedule of the PPP Contracts;

New Cross Service Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

New Equity Raised means any equity subscribed in Infraco or any Shareholder Subordinated Debt advanced to Infraco for a particular purpose;

New PFI Contract means the PFI Contract in respect of a PFI Project which is not an Existing PFI Project;

New PFI Contractor means the PFI Contractor in respect of a New PFI Contract;

New Requirement has the meaning ascribed to it in Schedule 5.5 ( Training ) of the PPP Contracts;

NL Breach means a breach by Infraco of any of its obligations under the Northern Line Train Service Contracts as a result of:

(a) compliance by Infraco with instructions issued by any LUL Party in respect of the following matters and with which instructions Infraco was contractually obliged to comply:

(i) the exercise by LUL of any LUL Specified Right or any LUL Right ( save where the exercise of an LUL Right is the result of a failure by Infraco to comply with any of its obligations under the Contract or any other Transaction Document or is the result of any action, inaction, omission ( whether negligent or otherwise ) of Infraco that is not taken or not omitted to be taken in complying with any of its obligations under the Transaction Documents ) that affects the Northern Line Train Service Contracts;

(ii) any change to any Code or any Standard required by LUL under the relevant Codes;

(iii) any Safety Change required by LUL ( other than as a result of a Change of Law ) ( clause 28 of the JNP Contract );

(iv) the making by LUL of any policy in relation to the DDA ( clause 28.12 of the JNP Contract );

(v) any Essential Works and/or Essential Services required by LUL ( clause 29.5 of the JNP Contract ); or

(vi) any Minor Works required by LUL ( paragraph 6 of Schedule 2.1 of the JNP Contract );

(b)

(i) any breach by LUL of any of its payment obligations that are owed to Infraco under the Transaction Documents; or

(ii) any other LUL Breach or any breach by LUL of its obligations under any amendment and/or variation entered into pursuant to clause 11G.2 or under the Connect Amendment Agreement ( as such term is defined in the Usage Contract ) or the side letter executed pursuant to Schedule 5 to the Connect Amendment Agreement;

(c) the failure by LUL to perform any LUL Continuing Obligation ( as defined in the Usage Contract );

(d) any action or inaction, failure, omission or negligence by any LUL Party whilst acting as Infraco's agent pursuant to any term of the Northern Line Train Service Contracts, save:

(i) in relation to the failure by LUL to hand over possession and control of the NL Trains at the relevant exit times and stabling points ( the phrases exit times and stabling points having the meanings given to them in clause 5.2.1(a)(ii) of the Usage Contract ); and

(ii) where LUL has stepped-in pursuant to either of the NLTSC Step-in Agreements, save where the relevant action or inaction, failure, omission or negligence by LUL has occurred in breach of LUL's obligation pursuant to clause 11A.10.2(a) to act in accordance with Good Industry Practice,

provided that a NL Breach shall be deemed not to include a breach by Infraco of any of its obligations under the Northern Line Train Service Contracts where the sole remedy that the relevant Northern Line Contractor has for such breach is the right not to have an abatement made to the Usage Payments or to have the amount of such an abatement reduced ( or any equivalent remedy involving the right to claim a pre-determined sum );

NL LUL Circumstances means: (a) any NL Breach;

(b) any NL LUL Event of Default; or

(c) any event of default ( howsoever defined ) under any of the Northern Line Train Service Contracts that has occurred as a result of the failure by LUL to hand over possession and control of the NL Trains at the relevant exit times and stabling points;

NL LUL Event of Default means (i) an event occurring in relation to any of LUL, LRT or Tf L, (ii) any representation, warranty or statement in relation to any of LUL, LRT or Tf L proving to be incorrect or not accurate or ( iii ) any action, inaction, failure, omission or breach by any of LUL, LRT or Tf L that, in the case of (i), (ii) or ( iii ), itself expressly constitutes an event of default ( howsoever defined ) under any of the Northern Line Train Service Contracts or a potential event of default ( howsoever defined ) under the Direct Leases provided that any breach by LUL of any of its payment obligations under the Northern Line Train Service Contracts that Infraco has agreed to discharge on behalf of LUL in accordance with clause 11A.15 shall be deemed not to constitute an NL LUL Event of Default if, had Infraco paid the relevant amount to the Northern Line Contractors such that there would not have been a breach by LUL of the relevant payment obligation, Infraco would not have been entitled to reimbursement therefor from LUL under clause 11A;

NL Trains means Trains ( as defined in the Usage Contract );

NLTSC Restructuring Agreement means the agreement of that name dated on or about the Transfer Date in relation to Infraco JNP between LUL, LRT, the Contractor ( as defined in the Usage Contract ), the Finance Parties, Infraco and others relating to the Northern Line Train Service Contracts;

NLTSC Step-in Agreements has the meaning ascribed to it in Recital D to the Contract;

No defect Found or NdF has the meaning ascribed to it in paragraph 2.3 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

Nominal Line Speed Parameter means a fixed parameter used for the purposes of calculating Excess Run Time and set out in Appendix 7 of Schedule 2.2 ( Nominal Line Speed Parameters ) of the applicable PPP Contracts;

Nominating Authority means the President or Vice President or other duly authorised officer of the London Court of International Arbitration;

Non-BCV Stations means those Stations which are not BCV Stations and Non-BCV Station means any one of them;

Non-Conforming Lease means any lease or tenancy of Relevant Let Property which is not substantially in accordance with one of the Standard Letting Documents;

Non-Disruptive Access means, during Traffic Hours, access by an Infraco which, in the reasonable opinion of LUL, is unlikely to affect materially the safe, effective and efficient delivery of normal services to Customers and, during Engineering Hours, access by LUL which, in the reasonable opinion of the Responsible Infraco, is unlikely to affect materially the safe, effective and efficient performance of the Services;

Non-Electronic Whiteboards means a free-standing message white-board used to provide hand written information to Customers relating to the Train Service and Station Service;

Non-ISC Invoice has the meaning given to it in paragraph 2 of Schedule 5.7 ( Non-ISC Invoicing ) of the PPP Contracts;

Non-ISC Services means:

(a) the services or works to be performed or undertaken by Infraco in favour of ( or on behalf of ) LUL pursuant to any:

(i) Ancillary Agreement listed in Appendix 2 to Schedule 5.7 ( Non-ISC Invoicing ) of the PPP Contracts;

(ii) Outside Party Arrangement; or

( iii ) Major Enhancement Agreement, but only to the extent the parties agree that such services or works shall be invoiced as Non-ISC Services pursuant to Schedule 5.7 ( Non-ISC Invoicing ) of the PPP Contracts;

(b) the services or works to be performed or undertaken by LUL in favour of Infraco pursuant to any LUL Services Agreement; and

(c) any other services or works which the parties agree shall be invoiced as Non-ISC Services pursuant to Schedule 5.7 ( Non-ISC Invoicing ) of the PPP Contracts;

Non-JNP Stations means those Stations which are not JNP Stations and Non-JNP Station means any one of them;

Non-Operational Property means LUL's Premises other than (i) Operational Property and (ii) any part of LUL's Premises let or intended to be let to any other Infraco;

Non-Peak Hour means any hour during Traffic Hours which is not a Peak Hour;

Non-SSL Stations means those Stations which are not SSL Stations and Non-SSL Station means any one of them;

Northern Line means the line upon which LUL operates the timetabled Customer metro service known as "Northern line";

Northern Line Contractors means the parties to the Northern Line Train Service Contracts ( other than any member of the LUL Group or Infraco ), and Northern Line Contractor means any one of them, and all references thereto shall only include such a party in its capacity as a Northern Line Contractor;

Northern Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the JNP Contract;

Northern Line Train Service Contracts means, collectively, (a) the contractual arrangements which are evidenced by (i) the documents dated 7 April 1995 between ( inter alia ) the Contractor ( as defined in the Usage Contract ) and the Finance Parties and LUL which record the terms of the transactions described in Recital (A) of the NLTSC Restructuring Agreement and certain other matters ancillary thereto, including ( but not limited to ) those documents more particularly identified in Schedule 1 of the NLTSC Restructuring Agreement as such documents have been amended in accordance with their terms and as further amended by the Amendment Documents and the Restructuring Agreement and as further amended from time to time in accordance with their terms and (ii) the Restructuring Documents and (b) all procedures, practices or other arrangements entered into between (i) LUL and the Contractor after 7 April 1995 but prior to the Northern Line Transfer Date and (ii) Infraco and the Contractor after the Northern Line Transfer Date, whether evidenced in writing or not, together with all Documentation ( as defined in the Usage Contract ) supplied by the Contractor;

Northern Line Trains Project means the project undertaken under the Northern Line Train Service Contracts;

Northern Line Transfer Date means the date on which the property, rights and liabilities of LUL under the Northern Line Train Service Contracts are transferred to Infraco pursuant to a novation or a Transfer Scheme;

Northern SSL Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the SSL Contract;

Notice of Adjudication means any notice given by a party to a Dispute to the other party or parties thereto requiring reference of a Dispute to an Adjudicator in accordance with clause 4 ( Reference to Adjudicator ) of the Dispute Resolution Agreement. Every Notice of Adjudication shall contain: (a) a statement indicating under which clause or clauses of which contract or contracts the Dispute arises; and

(b) a concise summary of the nature and background of the Dispute and the issues arising and a statement of the relief or remedy claimed;

Notice of Appointment means the notice of appointment of the Adjudicator issued pursuant to paragraph 1 of Schedule 3 ( Adjudication Procedures ) of the Dispute Resolution Agreement;

Notice of Construction Act Adjudication means any notice given by a party to a Construction Act Dispute to the other party or parties thereto requiring reference of a Construction Act Dispute to an Adjudicator in accordance with clause 5 ( Joinder of Disputes ) of the Dispute Resolution Agreement. Every Notice of Construction Act Adjudication shall contain: (a) a statement indicating under which clause or clauses of which contract or contracts the Construction Act Dispute arises; and

(b) a concise summary of the nature and background of the Construction Act Dispute and the issues arising and a statement of the relief or remedy claimed;

Notices have the meaning ascribed to them in clause 55.1 ( Notices ) of the PPP Contracts;

Notification Times means Reasonable Notification Times or Actual Notification Times;

Notified Delay Event has the meaning ascribed to it in clause 20.4 ( Determination of Entitlement ) of the PPP Contracts;

Notional Infraco means an assumed entity that has taken over Infraco's responsibilities as at the Transfer Date, that carries out its activities in an overall efficient and economic manner and in accordance with Good Industry Practice, that has the characteristics set out below and also has Infraco's responsibilities for future performance of the Contract. The characteristics are that the assumed entity: (a) by the time of any Periodic Review, has performed the activities that an efficient and economic Infraco would have performed in prior Review Periods so as to be reasonably certain of its ability to perform obligations that are due for performance in that and subsequent Review Periods;

(b) in the next Review Period, will perform the obligations that are due for performance in that Review Period and the activities that an efficient and economic Infraco would perform in that Review Period so as to be reasonably certain of its ability to perform obligations that are due for performance in a subsequent Review Period;

(c) has the same contractual commitments to third parties as Infraco actually has to the extent that these relate to:
(i) performance of the Infraco Obligations; or

(ii) performance of obligations that LUL modifies or discontinues through the Restated Terms,
and, in either case, such contractual commitments are consistent with Infraco performing its obligations in an overall efficient and economic manner and in accordance with Good Industry Practice;

(d) has the same funding arrangements as Infraco actually has, to the extent that these are consistent with Infraco performing its obligations in an overall economic and efficient manner and in accordance with Good Industry Practice, and where further finance is required for the future performance of its obligations and activities ( other than to meet Net Adverse Effects in excess of the Materiality Threshold ), will procure finance in an efficient and economic manner both as to the proportions to be contributed by equity and debt and to the cost of the debt assuming the equity to be remunerated at the Equity Rate of Return; and

(e) assesses operating and capital costs as it would when entering into a contract after a competitive tendering process in respect of the relevant activities and having regard to:
(x) the risks associated with individual activities ( including the risk of cost overruns and ISC Adjustments );

(y) the risk that it may have to undertake activities which it has not expected to have to carry out; and

(z) the probability that in the management of a portfolio of activities, the actual cost of some individual activities will exceed the costs allowed, and the actual costs of other individual activities will be less than the costs allowed;

Notting Hill Alternative (Backup) Line Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

OAEW Standard means the Operational Assurance for Engineering Work Standard bearing reference number Bb228;

Objective Requirements means the requirements set out in paragraphs 4.2 to 4.9 of the Standards Code;

Offensive Graffiti and Stickers means Graffiti and Unauthorised Stickers that are likely to cause public offence on account of their nature, content, wording or design, or inference contained therein, where such relates to age, sex, race, ethnic or national origin, disability, religion or sexual orientation;

Office Accommodation Leases means leases or licences of office accommodation in the agreed form ( to be read in conjunction with the Facilities Management Agreement as defined therein );

Office Accommodation Properties means the premises comprised or to be comprised in the Office Accommodation Leases;

Old Style Indicator means a display panel typically located on a platform or in a concourse which conveys information to Customers regarding the Train Service which typically comprises a display panel lit from behind;

Operational Assurance means, in the case of Advance Access Requests and Short-Notice Access Requests, the issuance by LUL of an Operational Assurance certificate in accordance with the OAEW Standard or, in the case of Under 48 Hours Access Requests, confirmation of the access sought by the relevant LUL personnel for the purposes of compliance with the OAEW Standard;

Operational Property means those parts of LUL's Premises ( including without limitation the land, premises or other areas from time to time demised to Infraco by the Lease and any Ancillary Lease ) in respect of which Infraco is required to provide the Services;

Operator means a person with statutory duties to provide or secure the provision for Greater London of public passenger services by railway who secures the provision of such services either through contractual arrangements in the terms of the Transaction Documents or through substantially similar terms;

Original Working Timetable means the Working Timetable described in Appendix 1 ( Working Timetables ) of Schedule 2.1 of the PPP Contracts which applies on the Transfer Date;

Other Infraco Safety Cases means the contractual and where relevant the statutory safety cases prepared by any other Infraco accepted by LUL in accordance with the Safety Case Standard or, where relevant, in compliance with the Safety Case Regulations;

Other PPP Board means a board established pursuant to clause 2.4 ( PPP Board ) of the Dispute Resolution Agreement;

Other Transaction Documents means the Transaction Documents other than the PPP Contract, the Infraco Leases, the Depot Sub-leases and ( in the case of the SSL Contract only ) the Frank Pick House Sub-lease and ( in the case of the BCV Contract only ) the Signal House Sub-lease;

Outside Parties means third parties wishing to carry out building or engineering work over or adjacent to the Underground Network and who either have rights granted by any Law or by a Relevant Third Party Agreement to carry out such work or are permitted by LUL to carry out such work as Outside Party work;

Outside Party Arrangement means any agreement or arrangement between Infraco and LUL pursuant to which Infraco performs or undertakes services or works on LUL's behalf and in respect of which Infraco is paid directly by LUL ( other than Kings Cross Underground Station Works Agreement to be entered into between LUL and SSL );

Outstanding ISC means the aggregate value of ISC payable in the Remaining Contract Period;

PAISC means Performance Adjusted ISC;

Partial Line Suspension means where no Train Service is Available between specific Stations on the Line for an minimum of two (2) minutes as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Partial Mechanical Stock Coupling Capability means a Stock Coupling Capability that allows coupled Rolling Stock to operate within defined speed limits at either end of the Train;

Partial Station Closure means where one or more Ticket Halls, Ticket Office, Routeway or Station Entrance is not available as more particularly described in Table 1 of Part A of Schedule 5 of the Performance Measurement Code;

Passenger-Minute means a minute of journey time for an average passenger travelling on any Line;

Payee has the meaning ascribed to it in clause 53.2 ( General Taxation ) of the PPP Contracts;

Payer has the meaning ascribed to it in clause 53.2 ( General Taxation ) of the PPP Contracts;

Payment Account means the bank account which Infraco may specify in an Invoice into which payment for the amount of the Invoice shall be made by LUL on the Payment Date;

Payment Date means the date upon which amounts specified in an Invoice shall become due and payable by LUL to Infraco in accordance with the provisions of clause 18 ( Payment Provisions ) of the PPP Contracts which shall be, in relation to each Invoice Date, the last Friday of the Payment Period during which the Invoice is submitted;

Payment Period means a period of 28 days' duration ( or such other duration as may be calculated in accordance with the provisions of clause 18 ( Payment Provisions ) of the PPP Contracts for the first and thirteenth Payment Periods ) used for the purposes of the payment provisions set out in clause 18 ( Payment Provisions ) of the PPP Contracts and in Schedule 5.7 ( Non-ISC Invoicing ) of the PPP Contracts;

PCT Change has the meaning ascribed to it in paragraph 11.3 ( Pre-Disclosed Commercial Transactions ) of Schedule 1.5 of the PPP Contracts;

Peak Hours means the hours between 7am and 10am, and between 4pm and 7pm from Monday to Friday inclusive;

Peak Scheduled Service Emergency Reversing Capabilities or frp means a measure of a Line Grouping's reversing capacity in relation to the Minimum Headway Available, as set out in the Capability Model Workbook;

Pensions Order means any order for the time being made under paragraph 3(2) of Schedule 32 to the GLA Act;

Pension Scheme means any pension scheme in which a Protected Person has a right to participate under a Pensions Order;

Performance Adjusted ISC means the Underlying ISC as adjusted in accordance with paragraph 1.2 ( Calculation of the ISC ) of Schedule 4.1 of the PPP Contracts;

Performance Measurement Code means the code of that name governing the processes and procedures by which the parties to each PPP Contract shall monitor and measure the degree to which the relevant Infraco is fulfilling its obligations under clause 4.1 ( Infrastructure Services ) of the applicable PPP Contracts;

Performance Repayment Amount means that portion of the Total Interim Payment Amount that is equal to the net amount by which the Baseline ISC exceeded the PAISC during the period prior to the Funding Date;

Periodic Review means the review to be undertaken between Infraco and LUL so as to be complete ( including the completion of any related reference to the Statutory Arbiter ) by or before the relative Review Date in accordance with Schedule 1.9 of the PPP Contract ( The Statutory Arbiter and Reviews );

Permanent Rights means rights or interests in, under or over land which are not Temporary Rights;

Permitted Commercial Exploitation means LUL Commercial Exploitation which LUL may undertake in accordance with clause 29.2 ( Permitted Commercial Exploitation ) of the applicable PPP Contract;

Permitted Transferee means a company which LUL, acting reasonably, believes: (a) is able to satisfy Her Majesty's Railway Inspectorate as to its ability to comply with the Safety Agreement so as to ensure that LUL can meet its obligations under the Railways ( Safety Case ) Regulations 1994 and 2000; and

(b) has the necessary management skills, resources, technical competence and financial standing ( or the technical and financial resources available ) to enable it to perform its obligations under the relevant PPP Contract; and

(c) has the requisite capacity, power and authority ( including any necessary authorisations and consents ) to perform its obligations under the relevant PPP Contract; and

(d) is not subject to any legal or regulatory impediment which would prevent it from completing a Contract Sale or performing its obligations under the relevant PPP Contract;

Personal Data means data compiled, generated, collected, processed or stored during the performance by Infraco of the Services, consisting of information which relates to a living individual who can be identified from that information ( or from that and other information in the possession of LUL or Infraco ), including any expression of opinion about the individual and any indication of the intentions of Infraco or LUL or any other person, firm or company in respect of that individual;

PFI Commercial Exploitation means the exercise by LUL and/or the PFI Contractor of its rights pursuant to: (a) clause 10 of the Power Service Contract;

(b) clause 33.10 of the Connect Contract; or

(c) clause 34.20.5 of the Prestige Contract; and/or

(d) any contract, agreement or arrangement which LUL enters into ( with an existing PFI Contractor or otherwise ) using, in whole or in part, assets procured under an Existing PFI Contract, which LUL reasonably believes will not result in an Increased Infraco Cost or Increased Infraco Risk in respect of any one or more transactions exceeding ( or, in the case of Increased Infraco Risk, which would have a net overall cost to Infraco not exceeding ), in aggregate, £500,000 per Contract Year of the PPP Contract;

PFI Completion Date means, unless otherwise stated, the last day of each month which is specified in Annex II of Schedule 1.3 ( PFI Contracts ) of the PPP Contracts;

PFI Contract means, in each case, the main project contract entered into or to be entered into by LUL and/or London Transport and the relevant private sector partner in respect of a PFI Project;

PFI Contractors means those contractors who have entered into or will enter into PFI Contracts save that in the Access Code the expression shall exclude the Northern Line Contractors;

PFI Obligations has the meaning ascribed to it in Schedule 1.3 ( PFI Contracts ) of the PPP Contracts;

PFI/PPP means the Government's Private Finance Initiative or the Government's public private partnership initiative or any similar or replacement initiatives;

PFI Projects means projects undertaken or to be undertaken under the Private Finance Initiative including, without limitation, the Power Project, Project Prestige, Project Connect, the Northern Line Trains Project and ( where undertaken under the Private Finance Initiative ) Project T5;

PFI Property Interest means any property interest created pursuant to a PFI Contract;

Piccadilly Line means the line upon which LUL operates the timetabled Customer metro service known as "Piccadilly line";

Piccadilly Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the JNP Contract;

Pink Noise means wide band noise where energy is inversely proportioned to the frequency such that there is constant energy per percentage band width ( i.e. per octave ). In order to achieve this, the noise level has a slope of -3dB per octave from lower to higher frequencies;

Planned Platform Wait Time or PPWT means the platform wait time specified by LUL for each Line Grouping in accordance with the frequency of the Train service as included in the Capability Model Workbook and updated from time to time under the provisions of Appendix 1 of Schedule 2.2;

Planning Acts means the Town and Country Planning Act 1990, the Planning ( Listed Buildings and Conservation Areas ) Act 1990, the Planning ( Hazardous Substances ) Act 1990, the Planning ( Consequential Provisions ) Act 1990, the Planning and Compensation Act 1991, the Local Government Planning and Land Act 1980, the Local Government ( Miscellaneous Provisions ) Act 1982, the Housing and Planning Act 1986 and any act for the time being in force of a similar nature or any laws and regulations intended to control or regulate the construction, demolition, alteration or change of use of land or buildings or to preserve or protect the national heritage and Planning Act means any one of them;

Planning Information means: (a) any planning permission, listed building consent or conservation area consent granted to either party and any modifications thereto; and

(b) any Planning Notice served on either party; and

(c) any certificates of lawful use or development granted to either party in accordance with section 191 of the Town and Country Planning Act 1990;

(d) any established use certificate granted in accordance with the now repealed section 194 of the Town and Country Planning Act 1990;

Planning Matters means: (a) ( for the purposes of the JNP Contract ) any non-compliance with any of the Planning Acts or ( for the purposes of the BCV and SSL Contracts ) the absence of or non-compliance with any planning permission;

(b) any condition attaching to any planning permission;

(c) any agreement or undertaking made pursuant to section 52 of the Town and Country Planning Act 1971, section 106 of the Town and Country Planning Act 1990 or section 33 of the Local Government ( Miscellaneous Provisions ) Act 1982 or any other Planning Act;

Planning Notice means any: (a) Enforcement Notice;

(b) direction issued by a Local Planning Authority or the Secretary of State under Article 4 of the Town and Country Planning ( General Permitted Development ) Order 1995 or any equivalent Planning Act;

(c) notification issued by a Local Planning Authority pursuant to section 2 of the Planning ( Listed Building and Conservation Areas ) Act 1990 or any other equivalent Planning Act;

Platform Closure means where one or more platforms is not Available for a duration of two (2) minutes or more as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Platform Edge Doors means a set of fixed and sliding toughened glass panels that fit along the entire length of the platform edge, and remain closed until a Train arrives. The sliding glass panels move apart at the same time as the doors of the Train open, allowing Customers to get on and get off the Train;

Platform Service NACHs Table means the table which sets out the system of weights used to estimate the cumulative additional perceived journey time encountered by Customers as a result of planned or unplanned disruptions to platforms services as set out in Schedule 2.3 ( NACHs Tables ) of the PPP Contracts;

POM or Passenger Operated Machine means a machine used by Customers to purchase tickets;

POM Enclosure means a secure room within the Ticket Office suite of rooms from which the rear of the Passenger Operated Machines are accessed by LUL Staff and contractors ( for the purposes of collecting money from and maintaining the machines );

Portable Equipment means any electrical equipment or apparatus which is connected to a power supply by a plug enabling the equipment or apparatus to be transported to different locations including equipment that is normally supplied with a plug that is to be or has been Hard Wired into a fixed fuse spur at the request of LUL or to meet Standards;

Post-Transfer Period means, in relation to the PPP Contracts, the period commencing on the Transfer Date and ending on the Expiry Date;

Potential Exposure means, in any Contract Year, the amount certified by Infraco ( acting reasonably ) to LUL at least one month prior to the beginning of that Contract Year as being the maximum level of the amount payable upon any Mandatory Sale and any other amounts payable by LUL to Infraco under the Contract and to the Senior Funders under the Stand Still Agreement during the relevant Contract Year;

Power Project means the project undertaken under the Power Service Contract;

Power Service Agreement for Lease means the Agreement for Leases Easement and Licences dated 13 August 1998 entered into by LUL, London Regional Transport and the Power Service Contractor in connection with implementation of the Power Service Contract as varied by the Supplemental Agreement dated 25 November 1998;

Power Service Contract means the PFI Contract for the Power Project being the Power Service Contract dated 13 August 1998 between London Underground Limited, Seeboard Powerlink Limited and Power Asset Development Company Limited;

Power Service Contractor means the PFI Contractor under the Power Service Contract;

Power Service Easement means the Easement granted by LUL dated 25 November 1998 in accordance with and as defined in the Power Service Agreement for Lease;

Power Service General Properties Lease means the General Properties Lease granted by LUL and London Regional Transport dated 25 November 1998 in accordance with and as defined in the Power Service Agreement for Lease;

Power Service Long Acre Licence means the Long Acre Licence granted by LUL dated 25 November 1998 in accordance with and as defined in the Power Service Agreement for Lease;

Power Service Specific Properties Licence means the specific Properties Licence granted by LUL dated 25 November 1998 in accordance with and as defined in the Power Service Agreement for Lease;

PPP means the public private partnership between LUL and the Infracos entered into pursuant to the Transaction Documents;

PPP Administrator means a person appointed under Section 220(1) of the GLA Act pursuant to a PPP administration order;

PPP Board means any of the LUL/JNP PPP Board, the LUL/BCV PPP Board and the LUL/SSL PPP Board, and PPP Boards means two or more of them;

PPP Contracts means the BCV Contract, the JNP Contract and the SSL Contract, PPP Contract means any one of them or, as the context requires, a particular one of them, and applicable PPP Contract means that PPP Contract applicable to a particular Infraco by virtue of such Infraco being a party thereto;

Practical Completion shall mean completion of the whole of the relevant works as described in the relevant Work Package Plan(s), so that they are available to be taken into use by LUL or Infraco ( as the case may be ) and are in a safe condition notwithstanding the existence of Snagging Items. Practically Complete shall be construed accordingly;

Practically Complete shall mean completion of the whole of the relevant works as described in the relevant Work Package Plan(s), so that they are available to be taken into use by LUL or Infraco ( as the case may be ) and are in a safe condition notwithstanding the existence of Snagging Items. Practical Completion shall be construed accordingly;

Practical Criteria means the criteria for differentiating between equal solutions set out in paragraph 4.10 ( Changes and Regradings to and Withdrawals of Category 1 Standards ) of the Standards Code;

Pre-disclosed Commercial Transactions means LUL's proposed development and other transactions listed in Appendix 1 ( Pre-disclosed Commercial Transactions ) to Part I of Schedule 1.5 of the PPP Contracts ( and as further described and specified in the documentation, drawings and materials and other details in the Data Room or which have otherwise been disclosed to Infraco in writing and including ( subject to paragraph 11.3 ( Pre-disclosed Commercial Transactions ) of Schedule 1.5 of the PPP Contracts ) any amendment, variation, modification, supplementation, suspension, replacement or novation of such disclosed information from time to time );

Premises means the premises to be demised by the Lease or any Ancillary Lease ( as applicable ) and any part thereof described and shown in the Property Schedules and Plans ( including all fixtures );

Preparatory Works means the works required to the Equipment Premises in order to facilitate the Equipment Works;

Prestige Baker Street Lease means the lease of premises at Baker Street dated 11 October 1998 granted in accordance with the Prestige Contract;

Prestige Contract means the PFI Contract for Project Prestige being the contract for the Procurement and Supply of Ticketing Services dated 13 August 1998 between London Transport and Transaction Systems Limited;

Prestige Contractor means the PFI Contractor under the Prestige Contract;

Primary Assets means those assets, rights and liabilities identified as such in accordance with Schedule 5.9 ( Key System Assets ) of the PPP Contracts;

Primary Disruption means a Disruption used in the calculation of NACHs values or Service Points for an Incident. Where an Incident causes multiple Disruptions, each Disruption where NACHs does not model the consequential Disruptions shall be deemed to be a Primary Disruption;

Principal Lease has the meaning ascribed to it in paragraph A of the recitals to the Supplemental Lease;

Principal Underlease has the meaning ascribed to it in paragraph A of the recitals to the Supplemental Underlease;

Private Finance Initiative means the private finance initiative of the Government applying the principles referred to in the Construction Contracts ( England and Wales ) Exclusion Order 1998 ( SI 1998 No. 648 ) and any replacement scheme for the public procurement of capital assets which is similar in nature;

Programme Completion Date means the date by which certain tests and measurements described in Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code must be completed and validated as required;

Programme Planning has the meaning ascribed to it in Schedule 5.2 ( Planning ) of the PPP Contracts;

Prohibited Act means: (a) offering or agreeing to give to any servant, employee, officer or agent of LUL any gift or consideration of any kind as an inducement or reward:
(i) for doing or not doing ( or for having done or not having done ) any act in relation to the obtaining or performance of the PPP Contracts or any other contract or Transaction Document with LUL; or

(ii) for showing or not showing favour or disfavour to any person in relation to the PPP Contracts or any other contract or Transaction Document with LUL;
(b) entering into the PPP Contracts or any other contract or Transaction Document with LUL in connection with which commission has been paid or has been agreed to be paid by Infraco or on its behalf or to its knowledge unless, before the relevant contract or document is entered into, particulars of any such commission and of the terms and conditions of any such contract or document for the payment thereof have been disclosed in writing to LUL;

(c) committing any offence:
(i) under the Prevention of Corruption Acts 1889-1916;

(ii) under Legislation creating offences in respect of fraudulent acts; or

( iii ) at common law in respect of fraudulent acts;
in relation to the PPP Contracts or any other contract or Transaction Document with LUL; or

(d) defrauding or attempting to defraud LUL;

Project Connect means the project undertaken under the Connect Contract;

Project Prestige means the project undertaken under the Prestige Contract;

Project T5 means the project for the T5 Extension;

Project Thameslink means the arrangements to be entered into with regard to the upgrade of Blackfriars and Farringdon Stations and the temporary and permanent modifications to Stations and Lines on the LUL Network to accommodate an increase in the mainline Thameslink Service;

Project TIMIS means the arrangements to be entered into for the implementation and operation of TIMIS for the Underground Network;

Property Code means the code of that name providing a mechanism for co-ordinating the property activities of LUL and Infraco governing matters including the acquisition of land and rights over land in certain circumstances;

Property Element has the same meaning as that expression has in the Leasing Principles;

Property Schedules and Plans means the respective property schedules and plans initialled by or on behalf of LUL and Infraco and relating ( as applicable ) to the BCV Lines, the SSL Lines and the JNP Lines as interpreted and construed in accordance with the Leasing Principles and subject to amendment as provided in paragraph 5 ( Extent of Premises and Rectifying Errors in the Leases ) of Schedule 1.5 to the PPP Contracts;

Property Section of the Data Room means the information and documents forming part of the Data Room and identified in the list in the agreed form;

Proposal has the meaning ascribed to it in clause 16.2 ( Cost Saving Proposals ) of the PPP Contracts;

Protected Person means any person who is a protected person under paragraph 3(1) of Schedule 32 to the GLA Act;

Protected Underground Employee means any Protected Person who has the right to participate in an LRT Pension Scheme;

Public Address or Public Address System means a system which employs microphones, loudspeakers, and other related equipment to enable audible information to be broadcast in Stations and on Trains;

Published Time means the time published in the "Guide to Switching Traction Current on and off" to the manual for traction current in a traction current section to be switched on or off;

Put Option Agreement means in respect of any Infraco, any agreement of that name between inter alia, that Infraco, its related Finance Obligor, Mezzanine Funders and Senior Funders ( as applicable ), LUL and LRT;

Qualifying Change of Law means:

(a) a Discriminatory Change of Law, Specific Change of Law, and/or Discriminatory Change of Tax Law which was not foreseeable at the Start Date; and/or

(b) any enhancement, modification or improvement to the Underground Network carried out or to be carried out by the Infraco in order to comply with the Disability Discrimination Act 1995 in accordance with any policy as to implementation that LUL may notify to Infraco from time to time, other than one required: (i) pursuant to paragraphs 2.5 to 2.8 of Schedule 2.1 of the PPP Contracts ( Service Outputs ) and paragraph 2.3 of Appendix 8 of Schedule 2.1 ( Service Outputs ) of the PPP Contracts;

(ii) to comply with Rail Vehicle Accessibility Regulations as set out in Part V of the Disability Discrimination Act 1995, in each case, not being a Safety Change;

Qualifying Costs

Infraco specific definitions

Qualifying Financial Institution means an OECD Zone A bank or other financial institution which has a Standard and Poor's Ratings Services long-term credit rating of AA- or better or a Moody's Ratings Services long-term credit rating of Aa3 or better or, if either agency no longer offers such rating, an equivalent rating with an agency of equivalent standing;

Quality Plan means the plan that Infraco shall submit and maintain summarising its quality assurance procedures;

Quality Regime means the regime that Infraco shall devise and implement containing its quality assurance procedures in accordance with the provision of Schedule 5.11 ( Quality Plan ) of the PPP Contract;

Qualifying Revenues

Infraco specific definitions

Quarterly Period means a period lasting three (3) months;

Railtrack means Railtrack Plc, company number 02904587, whose registered office is Railtrack House, Euston Square, London NW1 2EE which expression shall include its successors;

Railway means the premises and land in use for railway and associated purposes, including station approach roads and forecourts, where these are owned or occupied by London Transport or its subsidiaries;

Railway Safety means Railway Safety, company number 03937800, whose registered office is Railtrack House, Euston Square, NW1 2EE which expression shall include its successors;

Railway Group Standards means the body of standards which apply to the National Railway Network and which also apply to any part of the Underground Network;

Railway Group Standards Derogation means any concession awarded or derogation granted by Railway Safety to any of the Railway Group Standards;

Railway Heritage Features means any Assets or part thereof ( including, but not limited to, Trains, Stations, elements of Stations, other buildings and structures, signalling, sign posts, maps and records ), which upon reaching the end of its useful life as a functioning Asset, may reasonably be seen by LUL as having some heritage value;

Railways Act means the Railways Act 1993;

Reasonable Life Expectancy has the meaning ascribed to it in paragraph 1.1A of Schedule 3.2 ( Reasonable Life Expectancy, Condition Benchmarks and Residual Life Benchmarks ) of the PPP Contracts;

Reasonable Notification Time means the reasonable amount of time, measured in minutes, as specified in Part D ( Reasonable Notification Times ) of Schedule 5 of the Performance Measurement Code;

Recipient has the meaning ascribed to it in clause 24.9 ( Resistance of Claims ) of the PPP Contracts;

Recovery Excess Journey Time or ER means the sum of all recovery related components of excess journey time as set out in the Capability Model Workbook;

Recovery Plan has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Rectification Costs means as at the Contract Disposal Calculation Date the Net Present Value ( having regard to the time at which costs would be incurred if the works contemplated in paragraphs (a), (b) and (c) were in fact carried out ) of the cost of:

(a) any renewal or repair of Assets as would be reasonably necessary to have been completed by the Contract Disposal Calculation Date to enable such Assets to meet any Condition Benchmark or Residual Life Benchmark applicable to such Asset by the next Review Date;

(b) completing work associated with any Specified Line Upgrades due but not delivered as at their Latest Implementation Date or, if such Latest Implementation Date has not yet passed, such works as would be reasonably necessary to have been completed by the Contract Disposal Calculation Date to ensure that such Specified Line Upgrade could be delivered in the time remaining prior to the Latest Implementation Date;

(c) ( save to the extent such costs fall within (a) above ) on the basis of Infraco utilising Good Industry Practice and giving top priority ( subject only to safety being paramount ) to achieving such renewal or repair, renewing or repairing Assets so that they will perform to Benchmark levels for the remainder of their expected useful life given routine maintenance and support on the same basis as if Infraco had been seeking to respond to a Warning Notice; and

(d) if paragraph 7A of Schedule 1.7 ( Staff ) of the PPP Contracts applied, putting LUL in the position it would have been in had the terms and conditions of employment of Infraco's employees not been improved as contemplated therein,

provided that in the case of paragraphs (b) and (c) such costs shall be limited to the costs which Infraco would have been required to incur in the period of 7.5 years following the Contract Disposal Calculation Date or, if earlier, the date of any Extraordinary Review to which Infraco would have been entitled had the costs associated with meeting the requirements of paragraphs (b) and (c) contributed to a Net Adverse Effect;

Reduced Amount means any amount by which: (a) the Trains Element, the Equipment Element or the Enabling Works Element of the Usage Payment, the equivalent element of Rentals payable under ( and as defined in ) the Direct Leases or a payment of Rentals under ( and as defined in ) the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease is determined to be reduced in accordance with the provisions of the Usage Contract, the Direct Leases, the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease, as the case may be, following a change in any one or more of the Applicable Assumptions after the Transfer Date; or

(b) the amount receivable by Infraco under the Usage Contract, the Direct Leases, the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease, as the case may be, is determined to be reduced in accordance with the provisions of the Usage Contract, the Direct Leases, the Agreement to Sub-Sub-Lease or the Sub-Sub-Lease, as the case may be, following a downward adjustment to reflect reductions in the applicable rate of interest after the Transfer Date;

Referring Party means, in relation to a Dispute, the party who wishes to invoke the relevant provisions of the Dispute Resolution Agreement;

Refinancing Benefit means as follows: (a) refinancing means any change in the equity or debt finance provided, or committed to be provided, ( including changes in the terms of provision ) to the Infraco on or after the Transfer Date; and

(b) benefit, means any positive value accruing to the fully paid up equity share capital of the Infraco at any time after and as a result of a refinancing, but disregarding altogether any benefit arising on a refinancing which the Statutory Arbiter considers to have been implemented by Infraco in distress circumstances and/or any benefit arising on a refinancing to the extent that it compensated for any prior inability of Infraco to procure finance at a cost as favourable as that allowed by the Statutory Arbiter;

Refurbishment Completion Date has the meaning ascribed to it in paragraph 1 of Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 ( Service Outputs ) of the PPP Contract;

Regulating Room means a room where LUL Staff control and supervise fixed signals in areas equipped with programme machines or computer equipment;

Reimbursable Law & Safety Change Costs means the amount, as agreed or determined pursuant to the Dispute Resolution Agreement, equal to that incurred pursuant to clause 28.9 of the PPP Contract ( which, for the avoidance of doubt, excludes Law Change Costs or Safety Change Costs for which Infraco has previously been compensated pursuant to clause 28.11 of the PPP Contract ) together with any Infraco Finance Costs related thereto incurred or to be incurred up to the date of payment by LUL of such amount;

Relaxation Room means a room where LUL Staff can relax and have meal breaks out of the public view;

Relevant Agreement means any: (a) Ancillary Agreement to which Infraco is a party; or

(b) Centralised Service Agreement to which Infraco is a party; or

(c) other agreement in relation to the PPP to which Infraco is a party and over which Infraco has granted a Security Interest or is required to grant a Security Interest in favour of a Funder pursuant to any Funding Agreement, other than the PPP Contract, the Infraco Leases, the Depot Sub-leases and ( in the case of the SSL Contract only ) the Frank Pick House Sub-lease and ( in the case of the BCV Contract only ) the Signal House Sub-lease;

Relevant Employee means in relation to an Infraco any employee who is employed by that Infraco by virtue of either a Transfer Scheme or prior to the Transfer Date;

Relevant Let Property means any Commercial Property designated as such by LUL being:

(a) at the Transfer Date: (i) those areas shown coloured yellow on plans in the Property Schedules and Plans; and

(ii) any Electricity Substation, and

( iii ) any Arch Lettable Areas referred to in the Property Schedules and Plans; and

(b) thereafter the areas in (a) above and ( subject to the terms of clause 29 ( Commercial Exploitation ) or clause 17 ( LUL Specified Rights ) of the PPP Contract ( as applicable ) ) any other areas from time to time so designated by LUL but excluding any areas which LUL stipulates ( subject to the terms of clause 29 or clause 17 of the PPP Contract ( as applicable ) ) shall cease to be designated as Relevant Let Property;

Relevant Parcel means each part of the Lease Premises in respect of which LUL's interest in reversion to the Lease is a separate interest which is not a freehold interest whether held pursuant to a lease, licence or otherwise;

Relevant Party has the meaning ascribed to it in clause 50.2 ( Third Party Claims ) of the PPP Contracts;

Relevant Provisions means those provisions of the Contract identified in paragraphs (a)(ii) to (vi) of the definition of NL Breach;

Relevant Third Party Agreements means:

(a) any Third Party Documents in existence at the Transfer Date, any contract or other document referred to in Schedules 1.1 ( National Network ), 1.2 ( Third Party Contracts ), or 1.3 ( PFI Contracts ) ( unless any of the aforementioned have been Modified since 4 October 2001 and such Modification does not comply with sub-paragraphs (c)(i) and (c)(ii) below ) of the PPP Contracts;

(b) any new lease or tenancy of Relevant Let Property;

(c) any Modification of any of the contracts or documents under (a) or (b) above provided that following such Modification: (i) the contract or document shall have retained the same essential functional characteristics as prior to such Modification; and

(ii) the nature of any obligations imposed on Infraco under the relevant contract or document following the Modification shall not have altered in any material respect from any such obligations imposed by the contract or document prior to such Modification; and

(d) any other Third Party Document granting rights in respect of which LUL is required to and has already exercised an LUL Specified Right;

Relevant Third Party Right means any easement, covenant, privilege or other right or requirement ( excluding any Enforcement Notice relating to any Planning Matter ), relating to Operational Property or ( for so long as Infraco's Acton Works Lease in respect thereof subsists, but if it subsists after 1 April 2005 for so long only as LUL is the Landlord thereunder ) to the Acton Works Premises ( excluding any claim regarding ownership of Operational Property or of the Acton Works Premises ) in each case lawfully enforced by a third party ( except by way of an Enforcement Action ) which prevents Infraco from providing, or substantially interferes with Infraco's ability to provide any material element or elements of the Services;

Relevant Utilities Equipment means any utilities equipment serving the Underground Network, Depot Premises or ( unless otherwise provided in the relevant Office Accommodation Lease ) premises demised by any Office Accommodation Lease and includes conduits, sewers, drains, gutters, rain water pipes, watercourses, fuses, interceptors, pylons, high pressure air systems, substations, distribution stations, peaking stations, effluent treatment plants, pumping stations, ditches, canals, cesspits, septic tanks, water, gas, electric mains, and other pipes, wires, cables, ducts, and any other conducting media of whatsoever nature which are required for the supply transmission and/or discharge of the Utilities, together with any related plant and equipment;

Reliance Codes shall have the meaning ascribed to it in the Codes Accession Agreement;

Remaining Contract Period means if a Contract Disposition Agreement is entered into pursuant to clause 41 ( Mandatory Sale ) of the PPP Contracts, the unexpired period of the relevant PPP Contract from the Contract Disposal Calculation Date;

Remedial Action means any Environmental Assessment or any works, measures or acts to remedy, prevent or mitigate Environmental Harm by way of removal, treatment, containment, abatement, cleaning-up or ameliorating the presence of Hazardous Materials;

Remote Access Office means a section separate from the Ticket Office where the remote Passenger Operated Machines are accessed by LUL Staff and contractors for the purposes of collecting money from and maintaining the machine;

Remote Assistance Offices means a section separate from the Ticket Office, with a Customer-facing window, used to issue penalty fares and provide Customer information;

Remote POM enclosure means a POM enclosure that is located in a place other than in the Ticket Office suite of rooms;

Replacement Assets means Assets which are not New Assets but are Assets that replace like for like or refurbished assets listed in Appendices 1 or 2 of Schedule 3.2 ( Reasonable Life Expectancy, Condition Benchmarks and Residual Life Benchmarks ) of the PPP Contracts;

Required Clearance Time means the Standard Clearance Time or ( if requested by LUL ) the Special Clearance Time pursuant to paragraph 3 ( Facilities and Fault Rectification Faults ) of Schedule 2.1 of the PPP Contracts;

Required Condition Value means the open market value ( as ascertained by the Independent Valuer ) of the Assets at or about the Expiry Date, such valuation to: (a) be based upon the assumption that the Assets are in the Contract Expiry Required Asset Condition;

(b) be conclusive in the absence of manifest error ( subject to the parties' to the applicable PPP Contract rights to refer any dispute as to the valuation for determination in accordance with the provisions of the Dispute Resolution Agreement ); and

(c) be contained within the Expiry Report;

Required Finance means such finance ( which includes, where appropriate by reference to the terms of the existing funding agreements, refinance of existing finance and which complies with the conditions set out in the existing Funding Agreements which are to be satisfied following procurement of the Required Finance, including conditions to any of the Required Finance ranking pari passu with and sharing accordingly in security available to the existing Funders ) as Infraco reasonably requires for performance of the Restated Terms once effective between the parties ( including any standby and liquidity facilities as it would be prudent for a Notional Infraco to have );

Requirements Statement means a statement submitted by LUL to Infraco in accordance with clause 6B of Schedule 2.1 of the PPP Contract and clause 4.1 of the Major Enhancement Agreement containing a statement and specification of Major Enhancement Services required to be undertaken under the terms of the Major Enhancement Agreement;

Residual Life Benchmarks means the benchmarks as to residual life of assets set in Appendix 2 ( Residual Life Benchmarks ) of Schedule 3.2 of the PPP Contracts whereby Infraco is obliged to ensure that particular Assets have a specified minimum and/or average residual life on a specified date;

Residual PAISC Component means, per Payment Period, the amount, if any, by which the PAISC exceeds the Fixed Amount ISC Component;

Residual Property Maintenance Standard has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

Resolution means a decision, opinion, instruction, direction, certificate or valuation of a Contract Manager under any of the contracts listed in Schedule 1 ( The Contracts ) to the Dispute Resolution Agreement;

Resolution Amount means the amount which is the difference between: (a) the amount ( as determined in accordance with the Dispute Resolution Agreement ) which LUL should have paid in respect of the ISC Adjustment Statement to which such amount relates; and

(b) the amount, if any, which LUL actually paid in respect of the amount referred to in paragraph (a) above;

Resolution Notice has the meaning ascribed to it in clause 18.9 ( Disputed Amounts ) of the PPP Contracts;

Responsible Infraco means, in respect of a Line, the Infraco to whom a Line has been allocated and, in respect of a Station, the Infraco to whom a Station has been allocated;

Restated Terms means the contractual terms ( including the profile of payments to be taken into account pursuant to paragraph 7.4 or any payment on expiry of the Contract ) that LUL proposes shall have effect between the parties from a Review Date or as part of an Extraordinary Review which for the avoidance of doubt shall include the variation of any of the limits and cover ( including deductibles ) of insurance in accordance with paragraph 4 of Schedule 5.19 and/or clause 10.1 of the Insurance Agreement, which shall be treated as new or varied obligations for the purposes of Schedule 1.9 provided that: (a) any terms so notified which do not comply with paragraph 2.2 of Schedule 1.9 of the PPP Contract are not included in the Restated Terms;

(b) to avoid doubt, the Restated Terms may be the terms of the PPP Contract which are then in force without any modification; and in the absence of any such notification references to the Restated Terms shall be deemed be the terms of the PPP Contract which are then in force without any modification;

Restructuring Documents has the meaning ascribed to it in the NLTSC Restructuring Agreement;

Reversing Point means a location where Trains can reverse to run in the opposite direction without changing their direction of travel more than once;

Reversing Time or TREV (j) means the minimum period of time, measured in seconds to reverse the direction of a Train when at rest in a platform given a clear route measured in accordance with paragraph 3.1.1 of Part A of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Review Date means each of the dates which are 7½ years ( the First Review Date ), 15 years ( the Second Review Date ) and 22½ years ( the Third Review Date ) following the Transfer Date;

Review Period means the period prior to the first Review Date, between Review Dates or after the last Review Date, as the context requires;

Review Process means the process for undertaking a Periodic Review or an Extraordinary Review as the context requires;

Reviewer means the individual, as specified in the table in paragraph 2 of Part F of Schedule 5 ( Fault Attribution Process Requirements ) of the Performance Measurement Code, who shall review Initial Attribution in accordance with paragraph 1.3 of Schedule 4 ( Fault Attribution Procedures ) of the Performance Measurement Code;

REW (Acton) Limited means the company whose registered office is at 55 Broadway, London, SW1H 0BD ( Company No. 03211492 );

RIBA means the Royal Institute of British Architects;

Risk Management and Insurance Code means the Code of that name governing the procurement and administration of insurance and the settlement of insurance claims;

Risk Management Plan has the meaning ascribed to it in Schedule 5.3 ( Risk Management ) of the PPP Contracts;

Risk Register means schedule of risks which records the status and current impact of all risks of Infraco which have been identified where: (a) the occurrence of the event which has been identified as a risk would impact upon LUL directly; or

(b) the proposed control or mitigation by Infraco of the risk would impact upon LUL;

Rolling Stock means trains, carriages, cabs, coaches, locomotives, self-propelled mechanical plant and other vehicles which can operate alone or together on track together with all powered and unpowered track trolleys;

Roundel means the bar and circle device as depicted in Schedule 1.8 ( Corporate IPRs ) of the PPP Contracts in any form, including any form in which it is registered at the UK Trade Marks Registry;

Round Trip Margin or RM(k,p) means the LUL-defined margin which is added to the round trip margin running time for Train Service k in time period p in order to calculate the number of Trains required to operate Train Service k;

Route means a path a train can take between an inter Station Pair without reversing the direction of travel;

Route Clearance means that a route along a Line between two points has been set such that a Train may pass along it unimpeded;

Routeways means those areas of a Station structure identified by a Station Area identification function code in the range 071 to 110, 201 to 233 and 601 to 630 as set out in the Station Layout Plans identified in Appendix 12 ( Station Plans ) to Schedule 2.1 of the PPP Contracts which are used by Customers to travel from platforms to the Ticket Hall, between platforms or between intermediate parts of the Station;

RPIX means the All Items Retail Prices Index as adjusted to exclude mortgage interest payments and published monthly by the Office for National Statistics or, failing such publication, such other index as may replace or supersede the same, or in the absence of a replacement or superseding index, such other index as the parties may agree;

Ruislip Depot Loading Area Agreement means the Transaction Document of that name;

Running Line means any section of track normally used to provide the scheduled service;

Run-out Run-in Time means the minimum time from when a departing Train is stationary in a platform with doors open or in a siding or berth with doors closed, until the following arriving train is stationary in the same platform with the doors open or in the same siding or berth with doors closed, measured in accordance with Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

SABRE (Site Access Booking for Railway Engineering) means the access booking system used by the Access Reservation Agency to record requests for access and includes a reference to any other access booking system used by the Access Reservation Agency;

Safety Agreement means any of the three (3) Transaction Documents of that name;

Safety Breach means a material breach of any obligation under the Contract caused by the gross incompetence or wilful default of Infraco or any sub-contractor ( or anyone employed or acting on behalf of Infraco or any sub-contractor ) or any if its agents which has materially affected the safe operation of the Underground Network or the Safety of LUL's Customers, LUL Staff or any other person;

Safety Case Breach means the failure by LUL to comply with the LUL Safety Case as referred to in clause 16.8 ( Non Compliance with LUL Safety Case ) of the PPP Contracts;

Safety Case Regulations means the Railways ( Safety Case ) Regulations 2000;

Safety Case Standard means the Category 1 Standard of that name as subsequently adjusted pursuant to the Standards Code;

Safety Change means any enhancement, modification or improvement to the Underground Network, carried out or to be carried out by Infraco or any change in working practices by Infraco: (a) in order to enable Infraco to remain in compliance with its safety obligations under the Safety Agreement, or the Contract ( other than those arising from a Qualifying Change of Law but including, for the avoidance of doubt, those arising from any other Law Change relating to health and safety );

(b) in order to enable LUL, Infraco or another Infraco to comply with any modifications of or additions to the body of Railway Group Standards which are not covered by a Railway Group Standards Derogation;

(c) in order to enable LUL to remain in compliance with its statutory safety obligations ( other than those arising from a Qualifying Change of Law but including, for the avoidance of doubt, those arising from any other Law Change relating to health and safety ); or

(d) that LUL reasonably determines is necessary for reasons of security ( being in the nature of criminal acts and any acts or events requiring the intervention of the police, emergency services or other Authorised Third Parties or similar matters ), and which in the absence of LUL's agreement is determined in accordance with the procedure set out in the Dispute Resolution Agreement that such enhancement, modification or improvement is necessary or appropriate to enable the objectives at, as the case may be, either (a), (b), (c) or (d) above to be satisfied;

Safety Change and Control Category means a category under the Safety Review and Change Control Process set out in the Health, Safety and Environmental Directive B5.1;

Safety Change Costs means, in respect of any Review Period, the extent to which Infraco Capital Costs, Infraco Operating Costs or Infraco Finance Costs increase or decrease ( or will do so ) prior to the next Review Date directly resulting from the implementation of a Safety Change, calculated in accordance with clause 28.6 ( Cost Calculations ) of the PPP Contract;

Safety Review Committee means the committee of the board of Infraco which deals with safety related matters;

Seat Space means a seat capable of accommodating a single Customer and, except as provided for under (a), (b) and (c) below, measuring at least 495mm wide, including arm rests, and 410mm deep at the base of the seat. A Seat Space may be separated from adjacent Seat Spaces by arm rests, cushioning or other partitions. A Seat Space can be a tip-up seat provided it is not located in the vestibule. In respect of Rolling Stock in existence at the Transfer Date, the number of Seat Spaces in a car shall be either: (a) the number of individual seats within the car measuring at least 460mm wide and 400mm deep at the base of the seat and separated by arm rests, cushioning or other partitions; or

(b) in the event that individual seats are not so separated, except as provided for under (c), the number of spaces measuring 460mm wide and 400mm deep that may be accommodated within each single continuous area of seating within the car, rounded to the nearest whole number;

(c) in the case of A-Stock the number of spaces measuring 460mm wide and 400mm deep that may be accommodated within each single continuous area of seating within the car, rounded to the nearest whole even number;

Seating Capacity (S(j)) means the total number of Seat Spaces on a given Rolling Stock type;

Secondment Agreements means (a) the Capex Secondment Agreement entered into on or before the Transfer Date between Infraco and Bechtel Limited and (b) the Opex Secondment Agreement entered into on or before the Transfer Date between Infraco and each of Amey LUL 2 Limited and Jarvis LUL Limited as the Opex Secondment Agreement may be (i) amended pursuant to a Deed of Amendment for the Secondment Agreement entered into by Infraco, Jarvis LUL Limited, Bechtel Limited and Amey LUL 2 Limited or (ii) replaced by an Amended and Restated Secondment Agreement entered by Infraco and each of Amey LUL 2 Limited and Jarvis LUL Limited and in either case in the form produced to LUL on or prior to the Transfer Date;

Second Special Invoice means an invoice submitted by Infraco to LUL in accordance with clause 18.26(b) of the PPP Contracts;

Section 12 Station means a Station to which The Fire Precautions ( Sub-Surface Railway Stations ) Regulations 1989 or any other relevant regulations made under section 12 of the Fire Precautions Act 1971 apply;

Section Ahead Plungers means, where there is a gap between two Traction Currents Sections immediately ahead of a platform which is at a tunnel Station, the equipment used to switch off traction current in the Traction Current Section ahead;

Section In-Rear Plungers means, where there is a gap between two Traction Currents Sections immediately to the rear of a platform which is at a tunnel Station, the equipment used to switch off traction current in the Traction Current Section to the rear;

Security Assets means all Assets which are subject to a Security Interest pursuant to the Security Documents;

Security Cleared means cleared and authorised to carry on the security and related activities in accordance with procedures and/or requirements of the Secretary of State or other relevant security authority;

Security Documents means any document pursuant to which Infraco grants a Security Interest over its Assets;

Security Information means: (a) information relating to action taken or to be taken in the course of the prevention, investigation or prosecution of a particular crime, or revealing or tending to reveal techniques or methods of criminal investigation;

(b) information relating to the identity of a person giving either party information which tends to show that a criminal offence or a breach of a statutory duty has been, is being or is about to be committed;

(c) information relating to the protection of prominent persons or their residences, national security or counter-terrorism;

(d) information relating to the provision of police services for any national or international purpose not included in paragraph (c) above; and

(e) information relating to the discharge of Infraco's obligations pursuant to clause 44 of the PPP Contracts or relating to discharge of the parties' obligations under sections 118-121 of the Railways Act;

Security Interest means any mortgage, lien, hypothecation, security interest or other charge or encumbrance or any other agreement or arrangement having substantially the same economic effect and includes any security as defined in section 248(b) of the Insolvency Act 1986;

Security Materials and Security Data means all material and data containing information relating to the security of the Underground Network pursuant to clause 45 ( Security Restrictions ) of the PPP Contracts;

Security Trustee means any party in favour of whom a Security Interest has been granted pursuant to the Security Documents to hold for itself and/or on trust for others;

Selective Door Re-open means the ability of a Train operator to open a single door on a Train in contrast to opening every door on that side of the Train or car;

Sellback Costs means any sum payable by LUL in respect of any unused portion of an Infraco's Base Allocation of Minor Closures or Base Allocation of L&E Closures, as the case may be, which such Infraco has elected to sell back to LUL pursuant to clauses 5.5 ( Minor Closures ) and 6.7 ( L&E Closures ) of the Access Code and which has not otherwise been paid prior to the expiry of the immediately preceding Review Period;

Sell Back Rate means the marginal rate of payment adjustment, per Lost Customer Hour, between Benchmark and Cap levels in accordance with the calculation of Availability Adjustment set out in Schedule 4.1 ( Performance Payment Mechanism ) of the PPP Contracts;

Senior Funders

Infraco specific definitions

Senior Representatives means representatives of the parties to a Dispute at senior executive level appointed in accordance with clause 3 ( Dispute Resolution ) of the Dispute Resolution Agreement;

Service Consistency means the excess Customer perceived journey time over and above the scheduled journey time caused by the factors that lead to different levels of performance across the different enablers of the Train Service and is the measure described in paragraph 2.1.1 of Section Two and Part B of Schedule 1 ( Capability Matrix ) of the Performance Measurement Code;

Service Control means the excess Customer perceived journey time over and above the scheduled journey time caused by the factors that prevent the immediate recovery of the Train Service following a Disruption and is the measure described in paragraph 3.1.1 of Section Two and Part C of Schedule 1 ( Capability Matrix ) of the Performance Measurement Code;

Service Control Centre means a location where the line, signalling, traction and ventilation controls and track access functions are carried out in an integrated manner;

Service Control Manager's Office means a private room in a station, out of the public's view, for use by the member of LUL Staff whose job title is "Service Control Manager" or who fulfils the job specification for such position;

Service Delivery Standards means the mandatory Standards issued by LUL to Infraco bearing the name Service Delivery Standards and as subsequently adjusted as provided for in the PPP Contracts;

Service Disruption means the category in which an Incident causing a Disruption is recorded for the purposes of Schedule 3 ( Reporting Procedures ) of the Performance Measurement Code;

Service Performance means the performance by Infraco of the Infrastructure Services as expressed through the output measures used to adjust the Underlying ISC as defined pursuant to Schedule 4.1 ( Performance Payment Mechanism ) of the PPP Contracts;

Service Points means the Bonus Service Points and Abatement Service Points awarded to Infraco by LUL in accordance with paragraph 6 of Section Two ( Performance Measurement ), and Schedule 8 ( Service Points ) of the Performance Measurement Code;

Service Points Adjustment means the adjustment to the Underlying ISC as calculated in accordance with paragraph 5 ( Calculation of the Service Points Adjustment ) of Schedule 4.1 of the PPP Contracts;

Service Spare Train means a Train that may be made Available to LUL to replace a Service Train in the event that the Service Train fails to meet the service requirements specified in paragraph 1.2 ( Train Service Availability ) of Schedule 2.1 of the PPP Contracts;

Service Train means a Train made Available to LUL to provide the scheduled Train Service;

Services means the services to be provided under the applicable PPP Contract by the relevant Infraco including the Infrastructure Services, the Asset Management Services, the Train Services and the Station Services and Service means any one of them;

Share Disposal Date means the date on which it is proposed that the shares being disposed of pursuant to clause 32.7 ( Change of Control of Infraco ) of the PPP Contracts are to be disposed of by the Initial Shareholder;

Shareholder Subordinated Debt means loans to Infraco from the direct or indirect shareholders of Infraco ( whether made directly or indirectly through a Finance Obligor ) on terms which are subordinated as to payment and/or repayment to Approved Debt and which are to be provided to Infraco in substitution for the subscription of share capital ( including any share premium ) in Infraco and which, for the avoidance of doubt, do not include Approved Debt or Approved Mezzanine Debt;

Share Purchase Agreement means any of the three agreements of that name entered into between (1) LUL, JNP and the purchaser relating to the sale and purchase of the issued share capital ( other than the Special Share ) of JNP, (2) LUL, BCV and the purchaser relating to the sale and purchase of the issued share capital ( other than the Special Share ) of BCV and (3) LUL, SSL and the purchaser relating to the sale and purchase of the issued share capital ( other than the Special Share ) of SSL;

Shortfall has the meaning, in relation to the BCV Contract and SSL Contract only, ascribed to it in paragraph 3.3 of Schedule 5.19 ( Insurance );

Short-Notice Access Request means a request for access to any part of the LUL Network submitted after the relevant Latest Request Date and prior to midday on the date falling two (2) Business Days prior to commencement of Engineering Hours on the date on which such access is sought;

Shunter means an LUL employee who drives Vehicles within the limits of a Train Maintenance Depot for the purpose of Train assembly;

Sidings means such part of Train Facilities that comprise the track, buildings, equipment and facilities where Trains may be stabled overnight;

Sighting Point means a point on the approach to a signal at which, allowing for human reaction time, the driver of a Train being driven at normal service speed must apply a service brake to bring the Train to rest at the signal;

Signage means signs ( other than paper signs ) installed at Stations which convey directional, safety, Station identity and other information to Customers and Staff;

Signal Cabin means a room other than the Signal Control Centre, Service Control Centre, Line Control Centre or Regulating Room where LUL Staff control the fixed signalling;

Signal Clearance means that the signal has cleared from danger to allow the Train to proceed into the next portion of track;

Signal Control Centre means a room where LUL Staff control and supervise fixed signals in areas equipped with programme machines or computer equipment;

Signal Diagram means a diagram of a section of a Line that shows all signals and their locations on that section;

Signal Failure means the period from when a Train is delayed, followed by a period of through-running at reduced speed affecting subsequent Trains which is due to a signal, points or track circuit Asset Failure or Defect until such signal is fully restored;

Signal House Sub-Lease means the sub-lease of premises at Acton Works to be granted by SSL to BCV substantially in the agreed form;

Signal Operator means a qualified person on duty in a signal post, Service Control Centre, Line Control Centre or Regulating Room, including the members of LUL Staff whose job titles are "Senior Signal Operator" and "Signalling Control Centre Assistant" or who fulfils the job specifications for such positions;

Signal Post Telephones means a facility that allows Staff at signal posts to talk directly to the Signal Operator;

Signing On Point means the location or device where Train operators register their presence at the start of their duty or the start of a portion of their duty;

Sign-off means the confirmation in writing from the relevant LUL representative that a Work Order has been completed, and Signed-off shall be construed accordingly;

SimLink means a computer system used to transmit information on Train Service issues to all Line Control Centres;

SMART means the LUL service monitoring analysis and reporting team responsible for inputting Service disruption data into CuPID;

Snagging Items are minor items of outstanding work which would not normally materially impair the use of the relevant Assets or Facilities for their intended purpose;

Snagging List means the list of Snagging Items referred to in paragraph 1.2 of Appendix 9 of Schedule 2.1;

Southern SSL Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the SSL Contract;

SpAP or Space Allocation Process means the process documented by the Final Standard SpAP as amended replaced or varied from time to time;

SpAP Supplemental Statement means the supplemental statement to the Draft Standard SpAP in the agreed form;

Special Clearance Time means such times as may be prescribed by LUL from time to time in accordance with paragraph 3.13 of Schedule 2.1 of the PPP Contract and within which certain faults and requests for work are required to be rectified by Infraco in so far as such times differ from the Standard Clearance Time for such faults;

Special Equipment means any equipment necessary for the provision of the Weed Control Service, the Track Recording Vehicle Service and Engineering Train movements between TransPlant Depot Premises ( each as defined in the TransPlant Agreement ) and the Tamping Service, which for any reason, is incapable of making use of an Engineering Train Path;

Special Invoice means an invoice submitted by Infraco to LUL in accordance with clause 18.26 of the PPP Contracts;

Special Mandatory Sale Amount means the amounts calculated in accordance with paragraph 10 of Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the JNP Contract and paragraph 11 of Schedule 1.9 ( The Statutory Arbiter and Reviews ) of the BCV Contract and SSL Contract;

Special Projects have the meaning ascribed to them in the Share Purchase Agreements;

Special Share means the issued share in the capital of an Infraco designated as a "special" share and held by LUL;

Special Shareholder means the holder of the Special Share in an Infraco;

Special Share Rights has the meaning given to it in paragraph 1.10, Schedule 1.9 of the Service Contract;

Special Speed Restriction means a Speed Restriction which:

(a) is subject to LUL estimating the value of IRI ( ixy ) or RORIT ( x,d ) ( as the case may be ) in accordance with paragraph 1.4.2 or Part A of Schedule 2 of the Performance Measurement Code;

(b) is imposed after the Transfer Date in accordance with paragraph 3 of Schedule 3 of the Performance Measurement Code;

(c) concerns a section of a Line or Line Grouping ( as the case may be ) for which the value of:

(i) IRI ( ixy ); and

(ii) RORIT ( x, d )

immediately prior to the imposition of the Speed Restriction in accordance with paragraph 3 of Schedule 3 of the Performance Measurement Code and immediately following the lifting of such Speed Restriction would be identical; and

(d) concerns a section of Line or a Line Grouping ( as the case may be ) for which no changes takes place after the imposition of such Speed Restriction that could alter the value of IRI ( ixy ) or RORIT ( x,d ) other than in so far as any such changes relate exclusively to the lifting of the Speed Restriction.

Specific Change of Law means any Law Change other than a Law Change relating to Taxation which specifically refers to, or the effect of which is to specifically discriminate against, the provision of services the same as or similar to the Services ( or any of them ) and/or the provision of transport services on the Underground Network or transport services on underground railway and/or light rail systems and impacts on the provision of the Services;

Specific Projects means the following projects as set out in the Appendices to Schedule 2.1 ( Service Outputs ) of the PPP Contract;

(a) Specified Line Upgrades as set out in Appendix 5A ( Specified Line Upgrades ) of Schedule 2.1 of the PPP Contracts;

(b) Enhancements to Train Facilities as set out in Appendix 7 ( Enhancements to Train Facilities ) of Schedule 2.1 of the PPP Contracts;

(c) Train fleet refurbishments and replacements as set out in Appendix 8 ( Refurbishment of Trains and Staff Accommodation ) of Schedule 2.1 of the PPP Contracts;

(d) Station Modernisation, Enhanced Station Refurbishment and Station Refurbishments as set out in Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 of the PPP Contracts;

(e) Enhancements to Station Facilities as set out in Appendix 14 ( Enhancements to Station Facilities ) of Schedule 2.1 of the PPP Contracts;

(f) Station Accessibility Projects as set out in Appendix 16 ( Station Accessibility Projects ) of Schedule 2.1 of the PPP Contracts;

(g) Additional Projects as set out in Appendix 17 ( Additional Projects ) of Schedule 2.1 of the PPP Contracts;

(h) Transition Projects as set out in Appendix 18 ( Transition Projects ) of Schedule 2.1 of the PPP Contracts; and

(i) Special Projects;

Specific Projects Adjustment means the adjustment to the Underlying ISC made in respect of the number of Specific Projects ( and Project Options ) completed at the end of the Payment Period;

Special Speed Restriction means a speed restriction which:

(a) is subject to LUL estimating the value of IRI ( ixy ) or PORT ( x,d ) ( as the case may be ) in accordance with paragraph 1.4.2 or Part A of Schedule 2 of the Performance Measurement Code.

(b) is imposed after the Transfer Date in accordance with paragraph 3 of Schedule 3 of the Performance Measurement Code;

(i) IRI 9ixy ); and

(ii) RORIT ( x, d )

(d) concerns a section of Line or a Line Grouping ( as the case may be ) for which no changes takes place after the imposition of such Speed Restrictions that could alter the value of IRI ( ixy ) or RORIT ( x,d ) other than in so far as any such changes related exclusively to the lifting of the Speed Restriction.

Specified Line Upgrades means those Line upgrade projects resulting in a step change in Journey Time Capability as more particularly identified in Appendix 5A of Schedule 2.1 ( Specified Line Upgrades ) and Appendix 3 ( Specific Projects ) of Schedule 4.1 of the PPP Contracts;

Speed Restriction means an agreed speed restriction which is in force, resulting in extra running time between two (2) adjacent stations as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Spillage means any uncontained liquid or solid matter in a Customer facing area which (i) is a hazard to public or employee health and safety ( or has the potential to become so ); or (ii) has a deleterious effect on ambience ( or has the potential to become so );

Sponsors has the meaning ascribed thereto in clause 32.2A ( Infraco Change of Control ) of the JNP Contract ( in relation to the JNP Contract ) or in clause 32.1 ( Change of Control of Infraco ) of the BCV Contract or SSL Contract;

Sponsor's Group means the Sponsor and any company, partnership, limited liability partnership, limited liability company or other corporate entity which the Sponsor has a direct or indirect interest and/or shareholding in;

SSL means Infraco Sub-Surface Limited whose registered office is at 55 Broadway, London SW1H 0BD ( Company No.03923484 );

SSL Base Allocation of L&E Closures means, in relation to L&E Closures, a maximum of 1,100,000 Lost Customer Hours per Review Period;

SSL Base Allocation of Minor Closures means, in relation to Minor Closures, a maximum of 17,522,500 Lost Customer Hours per Review Period subject to a maximum annual usage of 4,800,000 Lost Customer Hours in relation to Minor Closures and CTRL Closures ( for the avoidance of doubt including both Minor Closures and Partial Station Closures );

SSL Contract means the contract between SSL and LUL for the provision of infrastructure maintenance services dated the date hereof as amended from time to time in accordance with its terms;

SSL Insurance Proceeds Account means an escrow account at Deutsche Bank AG ( or such other bank as SSL may from time to time notify to LUL ) in the name of SSL notified by SSL in writing to LUL from time to time where the proceeds of any insurance claim under construction or erection all risks section of the Contract Works Insurance are held until they are properly applied in accordance with the insurance settlement;

SSL Lines means the District Line, the Circle Line, the East London Line, the Hammersmith & City Line and the Metropolitan Line and SSL Line means anyone of them;

SSL Network means that part of the LUL Network for which SSL is responsible under the SSL Contract;

SSL Stations means those Stations for which SSL is responsible under the SSL Contract and SSL Station means any one of them;

Staff means, in relation to a person, all employees, agents, representatives and contractors, from time to time, of that person and LUL Staff and Infraco Staff shall be construed accordingly;

Staff Accommodation means those areas, facilities and Assets within Stations or other parts of the Premises ( including but not limited to the Depot Premises ) which are provided specifically for the use by LUL Staff engaged in the running of the Train Service or Station Service and their comfort, convenience and relaxation including Mess Rooms;

Standard Clearance Time means the times within which Infraco must rectify all reported faults according to the categorisation applied to such fault as stated in paragraph 3.10 ( Facilities and Fault Rectification Faults ) of Schedule 2.1 of the PPP Contracts, unless a Special Clearance Time has been prescribed by LUL;

Standard Letting Documents means the lease and tenancy proformas relating to Commercial Property ( including Electricity Substations and Arch Lettable Areas ) contained in the volume marked "LUL Standard Letting Documents" and initialled by or on behalf of the parties with such reasonable modifications as LUL may from time to time make;

Standard Na100 means the Category 1 Standard of that name;

Standards means any or all of Category 1 Standards and Category 2 Standards and as subsequently adjusted in accordance with the PPP Contracts;

Standards Change Procedure for Category 2 Standards means the Category 1 Standard which governs the process for changing Category 2 Standards on the Start Date and as it may be subsequently adjusted pursuant to the Standards Code;

Standards Code means the code of that name which governs the process for changing Category 1 Standards and dealing with the consequences of such changes;

Stand Still Agreement means in respect of any Infraco, any agreement of that name between inter alia, that Infraco, its related Finance Obligor, Mezzanine Funders and Senior Funders ( as applicable ), LUL and LRT;

Start Date means the date of 1 April 2000;

Start Station means the Station at which a Maximum Wheel-Start Wheel-Stop Time commences as set out in Appendix 5B ( Maximum Wheel Start-Wheel Stop Time ) of Schedule 2.1 of the PPP Contracts;

Start Time has the meaning ascribed to it in respect of different Disruption types as set out in Table 2 of Part B of Schedule 5 ( Disruption, Defect and Failure Definitions ) of the Performance Measurement Code;

Statement of No Objection means: (a) in the case of Advance Access Requests, Short-Notice Access Requests, Under 48 Hours Access Requests and Generic Access Requests, the confirmation by the Responsible Infraco; and

(b) in the case of Advance Engineering Train Path Requests and Urgent Engineering Train Path Requests the confirmation by the Access Reservation Agency, that, at the time the relevant Access Request is lodged with the Responsible Infraco or the Access Reservation Agency, as the case may be, the information provided by the party requesting access is satisfactory for the purposes of CDM Regulations compliance;

Station means a building, equipment or facilities designed to be used by Customers to access or leave a Train and where the term Station is used in a Transaction Document, unless otherwise stated, it means those Stations which form part of Infraco's Assets;

Station Accessibility Project means a project enabling a step-free route for Customers between the street outside a Station entrance and each platform of that Station and between each platform at a Station;

Stations Programme Board (BCV and SSL only) means the joint LUL and Infraco stations programme board whose terms of reference include the successful delivery of the enhancements to Station Facilities in accordance with Appendix 14, 15 and 16 of Schedule 2.1.

Station Closure means Full Station Closure, Partial Station Closure or Platform Closure as more particularly defined in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Station Computer Room means a secure room within a Station which is constructed to the appropriate standard, and houses the Underground Network ticketing system station computer equipment and ancillary services;

Station Control Room means a room which accommodates any number of Station Facilities used to control a Station or group of Stations, and which must be Available in order to allow LUL Staff to operate the Station Services at that Station and at the other Stations that are controlled from that Station Control Room;

Station Control Room Project means a project to enhance or otherwise improve Station Control Rooms;

Station Customer Flow Signage means directional signage at Stations which can be changed either manually, or remotely from the Station Control Room and which is used to direct Customers to use different routes at different times of the day in order to control congestion and crowding;

Station Entrance means the immediate exterior of the Station, including gates, doors, windows, canopy, stairwells, railings, external signage ( including those signs which are remote from the property ownership boundary, e.g. at the ends of access subways ) and access subways and other access routes leading to the Station entrance insofar as they are the responsibility of Infraco and for the purposes of the Performance Measurement Code, this shall mean those areas of a Station identified with a letter designation or by Shared Area identification function code in the range 186 to 195 and 601 to 630 as set out on the Station Layout Plans identified in Appendix 12 ( Station Plans ) of Schedule 2.1 of the PPP Contracts;

Station Facilities means those Assets comprising the infrastructure required by LUL to operate the Station Service including those which are:

(a) set out in sub-paragraphs (a) to (o) of paragraph 2.2 ( Other Station Facilities to be Available ) of Schedule 2.1 of the PPP Contracts;

(b) set out in Appendix 11C ( Service Critical Station Facilities ) and Appendix 11D ( Service Critical Station Facilities at Non-JNP Stations ) of Schedule 2.1 of the PPP Contracts;

(c) identified in the Station Layout Plans and Station Fire Plans specified in Appendix 12 ( Station Plans ) of Schedule 2.1 of the PPP Contracts; and

(d) required to be made Available in accordance with paragraphs 2.1.1 ( Station Facilities to be Available ) and 2.1.2 ( Platforms, Lifts, Escalators and Customer Conveyors to be Available ) of Schedule 2.1 of the PPP Contracts;

Station Fire Plan or Station Fire Compliance Plan means a plan of a Station as required by the 1989 Fire Precautions ( Sub-Surface Railway Stations ) Regulations as identified in Appendix 12 ( Station Plans ) to Schedule 2.1 of the PPP Contracts;

Station Gate Alarm means an alarm which notifies LUL Staff if a gate is opened;

Station Information Systems means those systems which allow the Line Control Centre to monitor certain Station Facilities including lifts, escalators, the fire control system and pumps;

Station Layout Plan means a plan which sets out details of the Station structure, including Ticket Hall, Routeways, lifts, escalators, platforms and Staff Accommodation and other rooms, as identified in Appendix 12 ( Station Plans ) to Schedule 2.1 of the PPP Contracts;

Station Modernisation has the meaning ascribed to it in paragraph 1 of Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 to the PPP Contracts;

Station Opening Hours means the hours during which a Station is open for Customer access as determined from information contained in the Station Service Schedule in accordance with Appendix 11A ( Station Opening Hours ) of Schedule 2.1 of the PPP Contracts;

Station Pairs means any two adjacent Stations on a Line;

Station Radio means a system of communication installed throughout the Station to allow LUL Staff on the Station to communicate with each other using portable handsets;

Station Reference File means a file containing emergency information and Station specific information held in the Station Control Room or Station Supervisor's Office;

Station Refurbishment has the meaning ascribed to in paragraph 1 of Appendix 15 ( Station Modernisation, Enhanced Station Refurbishment and Station Refurbishment ) of Schedule 2.1 to the PPP Contracts;

Station Service means the service to be provided to Customers in relation to Stations ( including platforms, lifts, escalators, Customer Conveyors or other Station areas ) as required by the applicable PPP Contract and Station Services shall be construed accordingly;

Station Service NACHs Table means the table which sets out the system of weights used to estimate the cumulative additional perceived journey time encountered by Customers as a result of planned or unplanned disruptions to Station Services as referred to in paragraph 4.4.5 of Section Two ( Performance Measurement ) of the Performance Measurement Code and as set out in Schedule 2.3 of the PPP Contracts ( NACHs Tables );

Station Supervisor means the person from time to time notified by LUL to Infraco in writing as the station supervisor at a Station;

Station Tea Point means a place on a platform where a boiler is supplied and fitted to provide constant hot water for making tea and other hot beverages;

Station Times Book means the book published by LUL to be used by Infraco to determine the Station Opening Hours and which may be amended by LUL in accordance with Appendix 11A ( Station Opening Hours ) of Schedule 2.1 of the PPP Contracts;

Station Works Plan means the weekly publication by the Access Reservation Agency of all planned station works on the Underground Network;

Statutory Arbiter means the PPP arbiter appointed under the GLA Act;

Step-in Notice has the meaning ascribed to it in clause 23.1 ( Entitlement to Exercise Step-In Rights ) of the PPP Contracts;

Step-in Rights have the meaning ascribed to them in clause 23.1 ( Entitlement to Exercise Step-In Rights ) of the PPP Contracts;

Step-out Notice has the meaning ascribed to it in clause 23.5 ( Step-Out Notice ) of the PPP Contracts;

Stepping Distance means the diagonal distance in metres between the platform and nearest edge of the floor or step plate measured in accordance with clause 2.5.1(i) of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Stock Coupling Capability or (frs) means a mechanism for coupling Rolling Stock of one type to Rolling Stock of another type;

Strategic Information means any information relating to the affairs of LUL or Tf L which has been provided to or obtained by Infraco in the course of its activities in connection with the PPP Contracts, including the information in the LUL Estate Plan and/or LUL/Infraco Estate Plan and all other information regarding LUL's existing or future development plans for any part of the Underground Network;

Strategic Planning has the meaning ascribed to it in paragraph 1.5 of Schedule 5.2 ( Planning ) of the PPP Contracts;

Stratford Market Alternative (Backup) Service Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Sub-Sub-Lease has the meaning ascribed to it in the Usage Contract;

Subject Committee means a committee of experts appointed pursuant to the Standards Code made up of one LUL representative and one representative of each Infraco;

Successful Title Claim means a title claim or other claim regarding ownership: (a) of Operational Property; or

(b) ( for so long as Infraco's Acton Works Lease in respect thereof subsists but if it subsists after 1 April 2005, for so long only as LUL is the Landlord thereunder ) of the Acton Works Premises,

in each case made by a third party which prevents Infraco from providing, or substantially interferes with Infraco's ability to provide, the Services except to the extent that such claim or action arises from a breach by Infraco of any obligations to observe and perform the covenants and conditions on the part of LUL contained in a lease or licence of Operational Property or of the Acton Works Premises to LUL which is:
1. ( in respect of any claim arising before the First Review Date ) contained in the Property Section of the Data Room; or

2. ( in respect of any claim arising on or after the First Review Date ) contained in the Property Section of the Data Room or in the Deeds Room at the date such claim first arises;
and excluding any title claim:
(a) made by a third party relating to property which is or is to be included in any Supplemental Lease in accordance with sub-paragraphs (i), (ii), or ( vii ) of paragraph 4.1.1 ( Grant of Supplemental Leases and Supplemental Underleases ) of Part 1 of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contracts, or

(b) in respect of which Infraco's obligation to provide the Services has arisen in any of the circumstances set out in sub-paragraphs (i), (ii), or (vi) of such paragraph 4.1.1 and either such Supplemental Lease and/or Underlease has not yet been granted or the parties have agreed that none will be granted;

Successor Employer means any person who becomes an employer of a Protected Person in circumstances where he or she continues to have pension rights protected under the Pensions Order;

Successor Infraco means any entity which succeeds Infraco in the provision of the Services or any part of the Services;

Supplemental Lease means a lease supplemental to the Lease in the form set out in Part III of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract with such modifications as either party may from time to time reasonably require;

Supplemental Share Purchase Agreement means, in relation to any Share Purchase Agreement, an agreement supplemental to that Share Purchase Agreement entered into between the parties to that Share Purchase Agreement;

Supplemental Underlease means an underlease supplemental to the Underlease in the form set out in Part III of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract with such modifications as either party may from time to time reasonably require;

Supporting Services has the meaning ascribed to it in Schedule 1.3 ( PFI Contracts ) of the PPP Contracts;

Surplus Property means any land, building or other property which is owned by LUL which LUL determines is no longer required for the operation of the Underground Network or in relation to which LUL determines it no longer requires Infraco to provide the Services;

Suspension means where a service is withdrawn during Traffic Hours, which may be as a result of a confirmed or suspected Failure;

System Knowledge Developments Forums has the meaning ascribed to it in Schedule 3.1 ( Asset Management Regime ) of the PPP Contracts;

T5 Contract means any project contract for Project T5;

T5 Contractor means the PFI Contractor under the T5 Contract;

T5 Contract Data Room Draft has the meaning ascribed to it in Clause 11B.3.3.2;

T5 Extension means the extension of the Piccadilly Line to the proposed Terminal 5 at Heathrow Airport;

Taxation or Tax means corporation tax, advance corporation tax, income tax, capital gains tax, inheritance tax, value added tax, national insurance contributions, capital duty, stamp duty, stamp duty reserve tax, duties of customs and excise, local authority rates and charges, all taxes, duties or charges replaced by or replacing any of them, and all other taxes on gross or net income, profits or gains, distributions, receipts, sales, use, occupation, franchise, value added, and personal property, and all levies, imposts, duties, charges or withholdings of any nature whatsoever chargeable by any tax authority, together with all penalties, charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them;

Taxes Act has the meaning ascribed to it in clause 53.8 ( Construction Industry Scheme ) of the PPP Contracts;

Temporary Rights means rights or interests in, under or over land which are granted for the duration of any works by Infraco in the performance of the Infrastructure Services or ( if earlier ) until the expiry of the Contract Period;

Termination Costs means the reasonable and proper costs and expenses of Infraco incurred in connection with the termination of any sub-contracts, employment contracts and any other contractual arrangements in each case which have been reasonably and properly entered into by Infraco in the ordinary course of its activities in connection with the performance of its obligations under the Transaction Documents and which are not transferred to a Successor Infraco under a Transfer Scheme associated with a Contract Disposition Agreement;

Termination of Part has the meaning ascribed to it in paragraph 4.2.1(a) ( Termination of the Lease and Ancillary Leases in Special Circumstances ) of Part 1 of Schedule 1.5 of the PPP Contracts;

Termination of the Lease Term means the determination of the Lease Term whether by effluxion of time, notice, surrender or otherwise;

Terminus means a Station identified in the Original Working Timetable as a location where Trains are timetabled to reverse their direction of travel and Termini should be construed accordingly;

Terminus Platform means a platform identified in the Original Working Timetable as a location where Trains are timetabled to reverse their direction of travel;

Terminus Platform Toilet means a toilet which can be accessed directly by Train Operators without requesting permission and without an entry permitting mechanism other than one that a Train Operator would carry on his person in the normal course of duty. A Terminus Platform Toilet shall be a permanent structure and shall not be accessible to the public or station staff unless agreed by LUL in advance. Failure to agree by LUL shall not be a Dispute and the Dispute Resolution Agreement shall not apply unless the parties agree otherwise;

TfL Archive means the repository of historic records preserved by TfL on a permanent basis;

TfL or Transport for London means Transport for London, a statutory body set up by the Greater London Authority Act 1999;

Third Party means a third party who has entered into a Third Party Contract;

Third Party Contracts means those contracts, agreements and arrangements between LUL and third parties listed at Annex 1 ( Contracts, Agreements and Arrangements ) of Schedule 1.2 of the PPP Contracts;

Third Party Documents means contracts ( whether or not creating any legal or equitable rights or interests in land ), other Infraco leases to the extent relevant, and any other documentation ( other than PFI Contracts ) pursuant to which a third party has any rights in relation to Operational Property;

Third Party Liability Insurance has the meaning ascribed to in clause 3.1(b) ( The Insurances ) of the Insurance Agreement;

Third Party Losses has the meaning ascribed to it in clause 7.7 ( Thresholds and Deductibles ) of the Insurance Agreement;

Third Party Losses Threshold has the meaning ascribed to it in clause 7.7 ( Thresholds and Deductibles ) of the Insurance Agreement;

Third Party Mandatory Deductible has the meaning ascribed to it in clause 7.2 ( Thresholds and Deductibles ) of the Insurance Agreement as such figure may be adjusted in accordance with clause 10.1 ( Review ) of the Insurance Agreement;

Third Party Non-Insured Amount shall have the meaning ascribed to it in clause 7.14 ( Thresholds and Deductibles ) of the Insurance Agreement;

TIC means the Travel Information Centre;

Ticket Hall means that area of a Station where Customers may purchase tickets as identified by a Station area identification function code in the range 001 to 010 as shown on the Station Layout Plans identified in Appendix 12 ( Station Plans ) to Schedule 2.1 of the PPP Contracts;

Ticket Office means a secure room or suite of rooms at a Station used by LUL Staff to sell tickets and answer Customer enquiries;

Time of Notification has the meaning ascribed to it in respect of different Disruption types as set out in Table 2 of Part B of Schedule 5 ( Disruption, Defect and Failure Definitions ) of the Performance Measurement Code;

TIMIS Agreements means each of (1) the agreement relating to the managing and funding of the TIMIS Supply Contract between LUL and SSL dated on or about the Transfer Date in relation to Infraco SSL, and (2) the agreements relating to facilitation under the TIMIS Supply Contract between each of BCV and JNP and SSL dated, in each case on or about the Transfer Date in relation to the respective Infracos ( on substantially the same terms ) and TIMIS Agreement means any one of them;

TIMIS Supply Contract has the meaning ascribed to it in the TIMIS Agreements;

TIMIS System has the meaning ascribed to it in the TIMIS Agreements;

Tip-Up Seat means a Seat Space whose base can be folded away by a Customer in order to enable floor space previously under the base to become usable standing area;

Title Matters means all third party rights and interests and all restrictions and other encumbrances affecting Operational Property including without limitation: the terms of any lease or licence or other rights vested in LUL or to which LUL is subject and any matter contained in or referred to in any such lease or licence or document creating such rights, any matters registered at HM Land Registry, any land charges, local land charges, all rights of way, light, air support drainage and other easements, quasi-easements and public or private rights; and all overriding interests as set out in Section 70(1) of the Land Registration Act 1925;

TMU (Acton) Limited means the company whose registered office is at 55 Broadway, London, SW1H 0BD ( Company No. 03211465 );

TOC Stations means those Stations that are part of the Underground Network but which are not JNP Stations, BCV Stations or SSL Stations;

Total Interim Payment Amount means the aggregate of the Interim Payment Amounts paid by LUL;

Total LSC Cost Outstanding has the meaning ascribed to it in clause 28.9 ( Cost and Other Consequences ) of the PPP Contract;

Trackside Structures means all buildings and equipment adjacent to the track in open sections of the railway, including but not limited to, bridges and parapets, embankment retaining walls, signalling equipment, cable runs, advertising panels and fencing;

Traction Current Plungers means an electronic device used to switch off the electrical traction current quickly in an emergency;

Traction Current Section means a section of a Line whose power supply may be switched on and off independently from other sections of Line;

Traction Supply means the electricity supply that provides power to operate the Trains;

Trade Secrets means such business methods and technical know how as may be utilised by Infraco in the provision by it of the Services, the publication of which a corporate entity in the same business as Infraco would reasonably expect to be able to protect by virtue of business confidentiality provisions, provided that this shall not apply where provision has been made for the exchange of any information between the parties and any other third parties in the Transaction Documents ( other than the relevant provisions of clause 48 ( Disclosure of Information ) of the PPP Contracts ) and/or to any information which LUL requires to benefit from any licence which Infraco has granted or agreed to grant in respect of Key IPRs pursuant to clauses 37.12 and 37.13 ( Use by LUL of Infraco/Third Party IPRs ) of the PPP Contracts;

Traffic Hours means the time between the end of one period of Engineering Hours and the beginning of the subsequent period of Engineering Hours as may be amended in accordance with paragraphs 1.2.7 ( Permanent Changes to Working Timetables ) or 1.2.8 ( Temporary Changes to Working Timetables ) of Schedule 2.1 of the PPP Contracts;

Train means any Vehicle, or combination of Vehicles that Infraco is required to provide in respect of any Line in compliance with relevant Standards;

Train Cancellation means where a Train does not enter scheduled service from a stabling location, resulting in Lost Customer Hours as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Train Control Information Systems means systems and applications that relay real time service information to Line Control Centres and other operational areas;

Train Crew Depot means such part of Train Facilities that comprise the buildings, equipment and facilities where Train crew report at the start and finish of, and during, their shift;

Train Crew Relief Point means a location where the Train operator is scheduled to leave the Train and be replaced by another Train operator;

Train Delay means where a Train stops for a period of time longer than scheduled at any specific location as a direct consequence of an Incident as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Train Delivery has the meaning ascribed to it in paragraph 1.2.1 ( Train Delivery ) of Schedule 2.1 of the PPP Contracts;

Train Facilities means those Assets comprising the infrastructure required by LUL to operate the Train Service including those which are:

(a) set out in sub-paragraphs (a) to (h) of paragraph 1.3 ( Other Train Facilities to be Available ) of Schedule 2.1 of the PPP Contracts;

(b) specified in the Signal Diagrams identified in Appendix 3 ( Signal Diagrams ) of Schedule 2.1 of the PPP Contracts;

(c) set out in Appendix 4 ( Train Staff Facilities and Train Service Facilities ) of Schedule 2.1 of the PPP Contracts;

Training Log means the log of training prepared and maintained in accordance with the provisions of Schedule 5.5 ( Training ) of the PPP Contracts;

Training Plan means the plan of that name prepared in accordance with Schedule 5.5 ( Training ) of the PPP Contracts;

Training Programme means the programme of that name prepared in accordance with Schedule 5.5 ( Training ) of the PPP Contracts;

Train Maintenance Depot means such part of Train Facilities that comprise the track, buildings, equipment and facilities where Trains stable and Staff carry out general Train maintenance ( including preventative maintenance );

Train Operations Manager's Office means a private area in a Station, out of the public's view, for the member of LUL Staff whose job title is "Train Operations Manager" or who fulfils the job specification for such position;

Train OPO Equipment - In-Cab means monitors located within Train cabs to provide the Train driver with a clear image of the interface between the platform and the Train door in order that Train doors may be closed safely, and to enable the Train operator to monitor the Train's exit from the Station, together with the associated CCTV cameras and other equipment installed on platforms which provide the images for the Train drivers to view;

Train OPO Equipment - Platforms means mirrors and monitors located adjacent to the Train cab door which provide the Train driver with a clear image of the interface between the platform and the Train door in order that Train doors may be closed safely, together with the associated CCTV cameras and other equipment installed on platforms which provide the images for the Train drivers to view;

Train Performance Curve means the output of any appropriate model that provides estimates of Inter-station Run-time, Actual Wheel Start - Wheel Stop Link Time or Minimum Headway Available on the basis of inputs specified in terms of track gradients, speed restrictions, Train weight, traction supply, Train traction equipment and Train acceleration and braking characteristics;

Train Radio means a communication system which allows a manager or Train operator and LUL Staff to talk to the Line Controller or Shunter;

Train Refurbishments has the meaning ascribed to it in paragraph 1 of Appendix 8 ( Refurbishment of Trains and Staff Accommodation ) of Schedule 2.1 of the PPP Contracts and Train Refurbishment shall be construed accordingly;

Train Return has the meaning ascribed to it in paragraph 1.2.2 ( Train Return ) of Schedule 2.1 of the PPP Contracts;

Train Routing Facilities means the ability to remotely set routes for trains at junctions/signals either manually or automatically;

Trains Direct Lease has the meaning ascribed to it in the Usage Contract;

Trains Element has the meaning ascribed to it in the Usage Contract;

Train Service means the service to be provided to Customers in relation to Trains as required by Schedule 2.1 ( Service Outputs ) of the applicable PPP Contract and Train Services shall be construed accordingly;

Train Service Disruption means any of the following types of Disruption: Train Delays, Signal Failures, Train Withdrawals, Train Cancellations, Depot Late Start Ups, Partial Depot Withdrawals, Partial Line Suspensions and Full Line Suspensions as more particularly described in Table 1 of Part A of Schedule 5 ( Disruption, Defects and Failures ) of the Performance Measurement Code;

Train Service Facilities means those Assets and systems to be made Available to LUL Staff as set out in Appendix 4B ( Train Service Facilities ) of Schedule 2.1 of the PPP Contracts;

Train Service Management Information Systems means systems and applications necessary for calculating Key Performance Indicators and other train service performance measures;

Train Service NACHs Table means the table which sets out the system of weights used to estimate the cumulative additional perceived journey time encountered by Customers as a result of planned or unplanned Disruptions to Train Services as set out in Schedule 2.3 ( NACHs Tables ) of the PPP Contracts;

Train Staff Facilities means toilets, tea points, Mess Rooms, canteens, offices or car parking spaces or any combination of these, provided for use by Train crews, their managers and support staff which are in existence at each location set out in Appendix 4A ( Train Staff Facilities ) of Schedule 2.1 to the PPP Contracts at the Start Date ( including those specified in the said Appendix ) and additional toilets, tea points, Mess Rooms, canteens, offices and car parking spaces for the use by Train crews, their managers and support staff which LUL shall reasonably request after the Transfer Date to meet their future operational requirements;

Train Withdrawal means where all Customers are instructed to vacate the Train and the Train is withdrawn from scheduled Customer service as more particularly described in Table 1 of Part A of Schedule 5 ( Disruptions, Defects and Failures ) of the Performance Measurement Code;

Training Room means a room in a Station or other location where LUL Staff receive formal or informal training;

Transaction Documents means, in relation to an Infraco, all the documents set out in Schedule 1 ( Transaction Documents ) of this Master Definitions Agreement to which that Infraco is a party or with which that Infraco is required to comply;

Transfer Date means, in relation to each Infraco, the date upon which LUL disposes of its share ownership of that Infraco to a third party which is not a subsidiary of either LUL or any parent company of LUL;

Transfer Scheme means a scheme of that name entered into pursuant to the London Regional Transport Act 1984 or the GLA Act and for the avoidance of doubt including the Infrastructure Transfer Scheme;

Transition Projects means those projects relating to Trains and Stations which have commenced or are planned to commence prior to the Transfer Date and which are not complete on the Transfer Date, as set out in Appendix 18 ( Transition Projects ) of Schedule 2.1 of the PPP Contracts and Transition Project shall mean any one of them;

TransPlant Agreement means the Ancillary Agreement dated 1 April 2000 between LUL, BCV, SSL and JNP;

TransPlant Vehicles shall have the meaning given to it in the TransPlant Agreement dated 1 April 2000 and made between LUL, BCV, SSL and JNP as the same may from time to time be varied amended and restated;

Transverse Seat means a Seat on a Train positioned such that it faces in the direction of travel or 180 degrees from the direction of travel;

Travel Information Centre means the buildings, equipment and facilities which are used by LUL Staff to provide travel information to Customers and for the purposes of generating revenue including the sale of tickets;

Trunk Flat Junction means where Trains, in Customer service, travelling in different directions on a Line Trunk Section are required by the layout of the track to cross at the same level excluding points used by Trains accessing or egressing a Terminus Platform at the end of the Running Lines where the closest Terminus Platform stop mark is within 500 metres of the toes closest to the Terminus Platform stopmark. For the avoidance of doubt the toes refer to the aforementioned points;

Tube Lines means the consortium which was successful in the competition to purchase Infraco JNP, the members of which are the Sponsors of Infraco JNP;

Tube Lines (Holdings) Limited means the company whose registered office is at 29^th Floor, One Canada Square, Canary Wharf, London, E14 5DY ( Company No.04328016 );

Tunnel Collapse means the structure or fabric of a Deep Tube up to and including any waterproof membrane, which is necessary for the operation of the Infraco Network, is: (a) damaged or defective; or

(b) at imminent risk of becoming damaged as a result of the action on it of an external force, ( in each case other than as a result of a failure by Infraco Staff or Infraco's sub-contractors to carry out its duties under the applicable PPP Contract in accordance with Good Industry Practice after the Transfer Date ), and in each case to an extent that: (i) it is not physically practicable or physically possible; or

(ii) it is not safe ( in the sense that either Infraco would not remain in compliance with its safety obligations under the Safety Agreement or the Service Contract or LUL would not remain in compliance with its statutory safety obligations ), for rolling stock to pass through it;

TUPE means the Transfer of Undertakings ( Protection of Employment ) Regulations 1981;

Turnout means a point on a Line at which two (2) or more tracks diverge such that an approaching Train may take one of a number of routes according to the Route Clearance;

Unacceptable means the level of performance for Aggregate Capability and Availability above which, and the level of performance for Ambience below which the maximum rate of reduction occurs;

Unauthorised Stickers means any adhesive label or sign ( including posters of any description ) which have not been authorised by LUL for display on the Underground Network;

Under 48 Hours Access Request means a request for access to any part of the LUL Network submitted at any time between midday on the day falling two (2) Business Days prior to the day and on the day on which such access is sought;

Underground Network means the Stations and depots ( wherever situate ), assets, systems, track, and other buildings which are used in the maintenance and provision of the underground service known as "London Underground";

Underlease means the underlease from Infraco to LUL in the form set out in Part III of Schedule 1.5 ( Property Provisions and Documentation ) of the PPP Contract with such amendments as LUL and Infraco may agree ( whether before or after the Transfer Date ) and unless the context otherwise requires includes any amendment, restatement, variation or modification of it and any deed or instrument made supplemental to it ( including where applicable any Supplemental Underlease );

Underlease Term means ( subject to earlier determination as provided in the Lease ) a term of fifty (50) years ( less one day ) from and including the Start Date and shall include any extension, holding over or continuation thereof by agreement;

Underlet Premises means the premises described in Part I ( The Underlet Premises ) of the First Schedule of the Underlease and any part thereof together with all additions alterations and improvements thereto from time to time;

Underlying ISC has the meaning given in Appendix 1 ( Underlying ISC and Aggregated Usage Projections ) of Schedule 4.1 of the PPP Contract;

Underpinned Amount

Infraco specific definitions

Undesirable Transferee means: (a) any person who is Insolvent; or

(b) any person or any of such person's Affiliates:
(i) who has been convicted of a criminal offence or a series of offences, or is the subject of ongoing investigation, inquiry or regulatory or judicial proceedings ( including in relation to any breach of health and safety laws ) in the last five years from the date of the notice issued by Infraco pursuant to clause 32.3 ( Change of Control of Infraco ) of the PPP Contracts, which:
(A) in a particular case involves a conscious, reckless or grossly negligent disregard for compliance with laws or good industry practice; or

(B) in a series of cases, involves persistent disregard for compliance with laws or good industry practice,
and which is material in the context of the PPP Contract as a whole. For this purpose, and without limiting the general nature of the preceding provisions, a conviction, ongoing investigation, inquiry or judicial proceedings shall be material in the context of the PPP Contract as a whole if the matter involves dishonesty or fraud, including breach of any corruption laws ( including the United Kingdom's Prevention of Corruption Acts and the United States of America's Foreign Corrupt Practices Act );

(ii) whom it would be reasonable for a contracting authority to exclude from consideration on grounds of national security; or

( iii ) from a country which is, or who is otherwise, the subject of economic or security sanctions imposed by the United Kingdom or the United States of America ( including sanctions which take the form of the prevention of the supply of goods or services to the country or restrictions on the freedom of movement of diplomats and/or consular personnel of that country ) whether the sanctions are in full force or suspended; a person shall be Insolvent for so long as any of the following circumstances subsists in relation to it: (a) in the case of a company that:
(i) it is in liquidation ( other than a solvent company in voluntary liquidation for the purpose of amalgamation or reconstruction );

(ii) it has had a winding-up petition or petition for an administration order made against it, which petition has not been dismissed;

( iii ) it is unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency Act 1986 ( as that section may be amended from time to time );

(iv) it has entered into a composition with its creditors or a scheme of arrangement of its affairs; or

(v) there is current an appointment of an administrator, an administrative receiver, a receiver or a manager over all or any part of its undertaking or assets;
(b) in the case of an individual that:
(i) he has had a bankruptcy order or an interim order made against him and such order has not been discharged;

(ii) he has entered into a composition with his creditors or a scheme of arrangement of his affairs; or

( iii ) there is current an appointment of an interim receiver in respect of his property;
(c) in either case that circumstances exist or proceedings have been instituted ( and not dismissed ) or events have occurred or are occurring outside the jurisdiction of the courts of England which have an analogous effect to any referred to in paragraphs (a) and (b) above;

Unit Defect Log Book means the record of Defects held in the Train cab;

Unloaded Train means a Train carrying no Customers or other movable mass other than the driver and up to two other persons;

Urgent Access means urgent, unplanned access which is required during Engineering Hours in order to rectify the Failure of an Asset which, if not rectified, would have a material adverse impact on passenger services for the following day's service;

Urgent Engineering Train Path Request means a request for an Engineering Train Path made after the Latest Engineering Train Path Request Date;

Usage Annual Adjustment means the adjustment to the Underlying ISC made in respect of the level of usage scheduled for the Contract Year in comparison with that projected at the Start Date which is calculated in accordance with the formula set out in paragraph 7 of Schedule 4.1( Performance Payment Mechanism ) of the PPP Contracts;

Usage Contract means the agreement of that name dated 7 April 1995 between LUL and GEC Alsthom NL Service Provision Limited ( now ALSTOM NL Service Provision Limited ) for the provision of new train sets and related equipment and services on the Northern Line, as supplemented, amended or varied in accordance with its terms;

Usage Payment has the meaning ascribed to it in the Usage Contract;

Use Case Functionality means an Asset, system or process for enhancing LUL's ability to plan and manage services and service disruptions, as more particularly defined in Appendix 2 of Schedule 2 ( Capability Testing and Measurement Procedures ) of the Performance Measurement Code;

Users of the New Requirement means all third parties who on the introduction of a New Requirement would be users of the New Requirement and consequently require training;

Utilities means water, sewage, gas, electricity, and Utility means any one of them;

Utilities Equipment means all Relevant Utilities Equipment other than Excluded Equipment;

Utility Providers means the suppliers from time to time of the Utilities;

Value Added Tax or VAT means the United Kingdom tax of that name including any similar tax which may be imposed in place thereof from time to time;

Vehicle means an element of Rolling Stock forming part of a Train, whether or not intended for the conveyance of Customers;

Vestibule Area means the usable standing area within the rectangular floor area in a Train car bounded by the doors and the Draughtscreens or rails separating the seat spaces from the standing area inside the doors or if there is no Draughtscreen or rails a line drawn across the car perpendicular to the longitudinal axis of the car three (3) centimetres away from the nearest edge of the seat spaces;

Viaduct has the meaning ascribed by the Leasing Principles;

Victoria Line means the line upon which LUL operates the timetabled Customer metro service known as "Victoria line";

Victoria Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the BCV Contract;

Visual Electronic Information Display Panel or Display Panel means a piece of electronic equipment which conveys textual and other information messages to Customers;

Warning Notice means a notice in writing to be served by LUL upon Infraco in the circumstances described at clause 40.1 ( Infraco breach ) of the PPP Contracts including reasonable details of the circumstances giving rise to the notice;

Waterloo & City Line means the line upon which LUL operates the timetabled Customer metro service known as "Waterloo & City line";

Waterloo & City Line Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Waterloo & City Line Grouping has the meaning ascribed to it in Appendix 4 ( Line Groupings ) of Schedule 2.2 of the BCV Contract;

Water Table means the water table in the deep chalk aquifer;

Water Table Damage means damage to the Infraco Network arising from the rising Water Table;

Weekday Minor Closure means any Disruptive Access to Station and to track between the hours of 9pm to 6am on any Business Day;

Weekend Minor Closure means any Disruptive Access to Station and to track affecting Customer services at weekends and/or English bank holidays;

Withholding Date has the meaning ascribed to it in paragraph 6.1 of Schedule 3.2 of the PPP Contracts ( Reasonable Life Expectancy, Condition Benchmarks and Residual Life Benchmarks );

Wood Lane Command and Control Centre has the same meaning given to that expression in the Inter-Infraco Assets and Facilities Agreement;

Working Capital Debtor Adjustment has the meaning ascribed to it in the Share Purchase Agreements;

Work Order means the work required to be carried out by Infraco to comply with a request for Fault Rectification made in accordance with paragraph 6.12 of Schedule 3 ( Reporting Procedures ) of the Performance Measurement Code;

Work Package Planning has the meaning ascribed to it in Schedule 5.2 ( Planning ) of the PPP Contracts;

Work Package Plans has the meaning ascribed to it in clause 7.1 of Schedule 3.1 of the PPP Contracts;

Working Timetable means the document specifying the applicable times and locations of delivery and return of Trains in respect of each Line as identified in Appendix 1 ( Working Timetables ) to Schedule 2.1 of the PPP Contracts, or as amended in accordance with paragraph 1.2.7 ( Permanent Changes to Working Timetables ) or 1.2.8 ( Temporary Changes to Working Timetables ) of Schedule 2.1 of the PPP Contracts;

Works means any work undertaken pursuant to a contract which is covered by the Contract Works Insurance;

WPE Regulations means the Railways and Other Transport Systems ( Approval of Works Plant and Equipment ) Regulations 1994;

95% Amount shall be the amount which is equal to the aggregate of: (i) 95% of the sum of:
(A) Approved Debt; less

(B) Reimbursable Law & Safety Change Costs; and
(ii) 100% of Reimbursable Law & Safety Change Costs, in each case as calculated at the Contract Disposal Calculation Date; and

41.15 Terms has the meaning prescribed in Clause 41.15 of the PPP Contract.

Signatures

IN WITNESS WHEREOF this Agreement has been signed for an on behalf of the parties on the date first above written.

SIGNED by and for and on behalf of LONDON UNDERGROUND LIMITED

MARTIN CALLAGHAN FRANCES LOW" "SIGNED by and for and on behalf of INFRACO BCV LIMITED

MARTIN CALLAGHAN FRANCES LOW" "SIGNED by and for and on behalf of INFRACO SUB-SURFACE LIMITED

MARTIN CALLAGHAN FRANCES LOW" "SIGNED by and for and on behalf of INFRACO JNP LIMITED

MARTIN CALLAGHAN FRANCES L

PPP Contracts

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