PPP Contracts

Third Supplemental Agreement to the Service Contract Dated 29th January 2005

BETWEEN

(1) LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway, London SW1H 0BD ( LUL ); and

(2) TUBE LINES LIMITED whose registered office is at 15 Westferry Circus, Canary Wharf, London E14 4HD ( Infraco ).

WHEREAS

(A) By a contract dated 31 December 2002 ( the AR Service Contract ) the parties agreed that the Amended and Restated Contract dated 4 April 2002 between LUL and Infraco was amended and restated to be read and construed and otherwise take effect in the form of that contract upon all the conditions to the AR Service Contract being a PPP agreement ( set out in section 210 of the GLA Act ) having been satisfied and upon completion of the transfer of all of the issued share capital in Infraco ( other than the Special Share ) to the private sector pursuant to the Share Purchase Agreement.

(B) By a supplemental agreement also dated 31 December 2002 ( the First Supplemental Agreement ) the parties agreed to amend the AR Service Contract.

(C) The AR Service Contract has also been amended since 31 December 2002 as a result of the implementation by LUL of certain LUL Specified Rights.

(D) By a further supplemental agreement dated 12 May 2004 ( the Second Supplemental Agreement ) the parties agreed to further amend the AR Service Contract.

(E) The parties are entering into this Supplemental Agreement in order to amend certain provisions of the AR Service Contract as amended by the First Supplemental Agreement, the Second Supplemental Agreement and otherwise as described in Recital (C) ( the Existing Service Contract ).

(F) It is intended that the Existing Service Contract as amended by this Supplemental Agreement shall be a PPP agreement as defined in section 210 of the GLA Act.

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

2. SUPPLEMENTAL AGREEMENT

3. OPERATIVE PROVISIONS

3.1 The parties to this Supplemental Agreement agree that, notwithstanding the provisions of clause 32 of the Existing Service Contract, Jarvis JNP Limited ( company registration number 04116181 ) ( JJNP ) may transfer the entire interest ( but not part thereof ) in the legal and beneficial shareholding in Tube Lines ( Holdings ) Limited ( company registration number 04328016 ) in one transaction to JNP Ventures 2 Limited ( company registration number 04602538 ) ( JV2 ) pursuant to an agreement between Jarvis plc ( Jarvis ), JJNP, JV2 and Ferrovial Servicios SA dated 24 ^th December 2004 no later than the date being one month from the date of this Supplemental Agreement provided that:

3.4 LUL hereby agrees to waive its right, under clause 30.2 of the Existing Service Contract, to receive 60 days notice from Infraco in respect of the novation of the rights and obligations of Jarvis LUL Limited ( company registration number 04148706 ) ( JLUL ) under the Opex Secondment Agreement to Amey LUL 2 Limited ( company registration number 04602504 ) ( AL2 ) provided that a novation, amendment and restatement of the Opex Secondment Agreement:

4. PROVISIONS OF EXISTING SERVICE CONTRACT TO APPLY

Executed and delivered as a ) [Seal of London Underground]

Deed by ) [Limited Applied]

LONDON UNDERGROUND LIMITED )

acting by: ) [8921]

SARAH ATKINS Head of Legal Services

Executed and delivered as a ) [Two Signatures]

Deed by )
TUBE LINES LIMITED )
acting by: )

TERRY MORGAN Chief Executive

STEVE HURRELL Director of Finance

SCHEDULE 4 Form of Ambac Sell Down Letter

[On letterhead of [JNP Ventures 2 Limited]]

To: Société Générale as Intercreditor Agent

The Law Debenture Trust Corporation p.l.c. as Issuer Security Trustee

The Law Debenture Intermediary Corporation p.l.c. as Borrower Security Trustee

cc: Tube Lines Limited

Tube Lines ( Finance ) PLC

Tube Lines ( Holdings ) Limited

Amey UK PLC

UIC Transport ( JNP ) Limited

Ambac Assurance UK Limited

January 2005

Dear Sirs,

We ( JNP Ventures ) refer to:

(a) the Intercreditor Deed dated 12 May 2004 in relation to the indebtedness of Tube Lines ( Finance ) PLC and others ( the Intercreditor Deed );

(b) the Regulated Decision Request dated 21 December 2004 given by Jarvis JNP Limited; and

(c) the letter agreement dated January 2005 from Ambac to the Intercreditor Agent and various other parties ( including us ), setting out Ambac's response to that Regulated Decision Request ( the Consent Letter ).

This is the letter of undertaking referred to in paragraph 2(c)(ii) of the Consent Letter. Terms defined or used in this letter have the same meaning as in the Intercreditor Deed or ( in the case of any term not defined or used in the Intercreditor Deed ) the meaning given to them in the Master Transaction Deed.

(a) The following provisions of this paragraph 1 shall apply ( but shall only apply ) at any time when JNP Ventures ( and/or any of its Affiliates ) holds more than 50% of TLH's issued share capital and where that time falls on or after completion of the Share Sale ( as defined in the Consent Letter ) but before the earlier of:

(i) the Second Step-Down Date; and

(ii) the first date on which the Current Bechtel Investment is equal to or less than 50% of the Original Bechtel Investment.

(b) In this paragraph 1:

(i) Disenfranchisement Date means a date designated as such by JNP Ventures under paragraph (e) below or by the Wrapped Loan Representative under paragraph (f) below;

(ii) Group's Business means the business, affairs and management of TLH and/or the Borrower; and

( iii ) Inappropriate Manner means a manner that is:

(A) unduly favourable to JNP Ventures ( and/or any of its Affiliates ) as a consequence of JNP Ventures holding more than 50% of TLH's issued share capital; and

(B) materially prejudicial to the interests of TLH,

but, for the avoidance of doubt, none of:

I. the exercise ( or non-exercise ) by JNP Ventures of its rights under the Shareholders' Agreement ( as in force at the date of this letter ) as a Founding Shareholder or in relation to any of the matters set out in Schedule 3 to the Shareholders' Agreement ( as in force at the date of this letter );

II. the exercise ( or non-exercise ) by a Founder's Director of the rights granted to him ( in that capacity ) in the Shareholders' Agreement ( as in force at the date of this letter ); and

III. the taking of action sanctioned by a resolution of the members of TLH where any Shareholder ( other than JNP Ventures and its Affiliates ) voted in favour of that resolution,

will be capable of constituting action taken in an Inappropriate Manner.

(c) Each of JNP Ventures, TLH and UIC Transport ( JNP ) Limited undertakes to the Issuer Secured Creditors to use all reasonable endeavours to ensure that at all times ( except where there is a permitted vacancy, as defined below ):

(i) TLH's board of directors includes, and is chaired by, a person ( the Independent Chairman ) who is:

(A) independent of JNP Ventures, Amey UK PLC and their respective Affiliates;

(B) familiar with, and able to act in accordance with, applicable good corporate governance practice from time to time; and

(C) not disqualified by law in any jurisdiction from holding the office of a director of a limited company;

(ii) the responsibilities of the Independent Chairman include a responsibility to:

(A) consult ( and, if so required by the Directing Creditor, meet ) with the Wrapped Loan Representative at least once in each calendar quarter to review whether the Group's Business is being conducted in an Inappropriate Manner; and

(B) consult with the Wrapped Loan Representative, to the extent the Wrapped Loan Representative considers reasonable, in relation to any proposed corrective action or other matters referred to in paragraph (d) below; and

( iii ) the Independent Chairman may meet or correspond with the Wrapped Loan Representative more frequently, or at any other time, than contemplated by paragraph (ii) above if he considers that appropriate, provided that he first notifies JNP Ventures of his intention to do so.

For the purposes of the above, permitted vacancy means a vacancy in the role of Independent Chairman:

(A) for a period of up to ( but not exceeding ) 60 days from the date of this letter; or

(B) for a period of up to ( but not exceeding ) 6 months following the resignation of the existing Independent Chairman ( or his removal on reasonable grounds ),

but, in each case, only if and for so long as TLH and the Shareholders are using all reasonable endeavours to identify and appoint an Independent Chairman.

Without limiting the obligations of JNP Ventures and UIC Transport ( JNP ) Limited under this paragraph (c):

(i) TLH will not be in breach of its obligations under this paragraph (c) as a result of any action taken or not taken by any of the Shareholders ( provided that TLH is itself using all reasonable endeavours as required by this paragraph (c)); and

(ii) if TLH fails to use all reasonable endeavours to ensure that the requirements set out in paragraphs (i)-( iii ) ( inclusive ) above are met as a result of action taken ( or not taken ) by a Founder's Director, then that failure:

(A) shall not constitute a breach by THL of its obligations under this paragraph (c) provided that THL is otherwise using all reasonable endeavours as required by this paragraph (c); and

(B) shall constitute a breach of this paragraph (c) by the Shareholder who appointed that Founder's Director.

(d) If the Wrapped Loan Representative is at any time of the view, based on the views of ( or information received from ) the Independent Chairman, that the Group's Business is being ( or has been or is likely to be ) conducted in an Inappropriate Manner, the Wrapped Loan Representative may:

(i) notify JNP Ventures of its view ( together with a written statement of the reasons for its view ) and invite it to make representations to the Wrapped Loan Representative as to the conduct of the Group's Business, in which case it will provide a copy of that notification ( together with a copy of the written statement of reasons ) to each of TLH and UIC Transport ( JNP ) Limited; and

(ii) ( at any time after it has notified JNP Ventures and invited it to make representations in accordance with paragraph (i) above ) invite the Independent Chairman to propose corrective action that would, in the Independent Chairman's view, remedy the consequences of the Group's Business having been conducted in an Inappropriate Manner and prevent the Group's Business being conducted in an Inappropriate Manner in the future, together with such timetable for that action as the Independent Chairman considers to be reasonable.

If JNP Ventures makes representations as contemplated by paragraph (i) above, the Wrapped Loan Representative shall have such regard to those representations as it considers appropriate ( but this will not require it to accept those representations or otherwise limit its freedom of action ). For the avoidance of doubt, any reasons notified under paragraph (i) above are given for information only and the Wrapped Loan Representative shall not be required to justify them in any way before taking further action under this letter.

(e) At any time after receiving a notification from the Wrapped Loan Representative under paragraph (d)(i) above, JNP Ventures may, by notice to the Wrapped Loan Representative, designate any date falling after the date of the notice to the Wrapped Loan Representative as a Disenfranchisement Date. The Wrapped Loan Representative acknowledges that the taking of such action may ( depending on the circumstances ) constitute corrective action that will have the effects set out in paragraph (d)(ii) above, and that if the Independent Chairman confirms to the Wrapped Loan Representative that, in his view, it does have those effects, JNP Ventures will be regarded as having adequately implemented corrective action proposed by the Independent Chairman.

(f) If:

(i) the Wrapped Loan Representative at any time invites the Independent Chairman to propose corrective action as contemplated by paragraph (d) above;

(ii) the Independent Chairman subsequently notifies the Wrapped Loan Representative that, in his view:

(A) there is no realistically-possible corrective action that would remedy the consequences of the Group's Business having been conducted in an Inappropriate Manner and prevent the Group's Business being conducted in an Inappropriate Manner in the future; or

(B) JNP Ventures has failed to adequately implement within a reasonable time corrective action proposed by him; and

( iii ) the Wrapped Loan Representative has given JNP Ventures such opportunity ( if any ) as the Wrapped Loan Representative ( in its absolute discretion ) considers reasonable to make representations as to why the Wrapped Loan Representative should not take action permitted by this paragraph (f),

the Wrapped Loan Representative may, by notice to JNP Ventures:

I. designate any day falling after the date of the notice to JNP Ventures as a Disenfranchisement Date; and/or

II. require JNP Ventures to dispose of shares in TLH so as to ensure that the aggregate of all such shares held by JNP Ventures ( and/or any of its Affiliates ) does not exceed 50% of TLH's issued share capital.

(g) JNP Ventures undertakes to the Issuer Secured Creditors that if the Wrapped Loan Representative gives a notice under paragraph (f)II above, it will, not later than 6 months after the date it receives that notice ( but subject to paragraph (h) below and to compliance with any applicable restrictions in the Service Contract ), dispose of ( or procure that its Affiliates dispose of ) shares in TLH so as to ensure that the aggregate of all such shares held by JNP Ventures ( and/or any of its Affiliates ) does not exceed 50% of TLH's issued share capital.

(h) JNP Ventures shall not be in breach of its obligations under paragraph (g) above to the extent that an independent financial adviser acceptable to the Wrapped Loan Representative confirms to the Wrapped Loan Representative ( in terms acceptable to the Wrapped Loan Representative, acting reasonably ), within 21 days before the expiry of the current period required by paragraph (g) above, that JNP Ventures:

(i) has used, and is continuing to use, all reasonable endeavours to comply with those obligations and to make the required disposal as soon as reasonably practicable; and

(ii) could not reasonably be expected to have been able to comply with those obligations within the period required by paragraph (g) above ( because, for example, there is no market for the shares ).

If such a confirmation is given at any time, the current period required by paragraph (g) above shall be automatically extended by two months. This paragraph (h) will apply at each expiry of that period as so extended.

(i) JNP Ventures agrees for the benefit of TLH and the Secured Finance Parties, that if a Disenfranchisement Date has been designated ( whether by JNP Ventures or by the Wrapped Loan Representative ), then on and from that Disenfranchisement Date JNP Ventures will not exercise any voting rights attaching to its shares in TLH to the extent that the aggregate of all such shares held by JNP Ventures ( and/or any of its Affiliates ) exceeds the aggregate of all such shares held by persons other than JNP Ventures and its Affiliates ( and accordingly the aggregate amount or value of all votes that may be cast by JNP Ventures and its Affiliates as holders of such shares shall be limited to an amount or value equal to the aggregate of all votes that may be cast on the matter in question by the Shareholders other than JNP Ventures and its Affiliates ). For the avoidance of doubt, nothing in this paragraph (i) limits or affects the entitlement of JNP Ventures to exercise its rights under the Shareholders' Agreement ( as in force at the date of this letter ) in relation to any of the matters set out in Schedule 3 to the Shareholders' Agreement ( as in force at the date of this letter ).

(j) For the purposes of this paragraph 1, JNP Ventures ( or any of its Affiliates ) will be treated as holding a share in TLH if it ( or any of its Affiliates ):

(i) has any present or contingent interest of any kind in that share; or

(ii) is presently or contingently entitled to exercise ( or able to direct the exercise of ) any voting rights attaching to that share,

and will only be treated as having disposed of such a share if it no longer holds it.

(b) The obligations of the Shareholders and TLH set out in this letter are additional to their respective obligations under the Global Transaction Documents. Nothing in this letter amends, waives, limits or affects any provision of the Global Transaction Documents, and each Global Transaction Document shall continue in full force and effect accordingly.

(c) This letter will be binding on each person to whom it is addressed or copied in accordance with its terms immediately upon the relevant person executing this letter ( or a copy of it ) where indicated below, and is intended to take effect as a deed on the part of JNP Ventures and each person to whom this letter is copied ( other than Ambac ).

(d) This letter is governed by English law.

Yours faithfully,

EXECUTED as a DEED by )

JNP VENTURES 2 LIMITED )

acting by two directors or one director )

and the secretary )

Director

Director/Secretary

We acknowledge the above:

SIGNED by: )

For SOCIÉTÉ GÉNÉRALE )

We agree to the above:

SIGNED by: )

For THE LAW DEBENTURE )

TRUST CORPORATION p.l.c. )

SIGNED by: )

For THE LAW DEBENTURE )

INTERMEDIARY CORPORATION )

p.l.c. )

EXECUTED as a DEED by )

TUBE LINES LIMITED )

pursuant to a power of attorney )

in the presence of: )

Signature:

Name:

Address:

EXECUTED as a DEED by )

Tube Lines ( Finance ) PLC )

pursuant to a power of attorney )

in the presence of: )

Signature:

Name:

Address:

EXECUTED as a DEED by )

TUBE LINES ( HOLDINGS ) )

LIMITED )

pursuant to a power of attorney )

in the presence of )

Signature:

Name:

Address:

EXECUTED as a DEED by )

AMEY UK PLC )

pursuant to a power of attorney )

in the presence of )

Signature:

Name:

Address:

EXECUTED as a DEED by )

UIC TRANSPORT ( JNP ) )

LIMITED )

pursuant to a power of attorney )

in the presence of )

Signature:

Name:

Address:

SIGNED by: )

For AMBAC ASSURANCE UK )

LIMITED )