Notice to Bondholders

RNS Number:9166N
Metronet Rail BCV Finance PLC
13 February 2008


                     To the Holders of the Outstanding

            £350,000,000 5,305 per cent Fixed Rate Guaranteed Secured Bonds
                                due 2032 (the "Bonds") 
               issued by Metronet Rail BCV Finance plc (the "Issuer")

                                ISIN XS0166411115

    Unconditionally and irrevocably guaranteed as to scheduled payments of 
           principal and interest (adjusted for indexation) only pursuant 
                    to a financial guarantee issued by
                   Ambac Assurance UK Limited ("Ambac")

Deutsche Trustee Company Limited (as Bond Trustee) hereby gives notice to the
Holders of the above Bonds that following the payment of the Put Option Price by
LUL, £382,086,607.31 has been paid into an account in the joint names of Ambac
and the Bond Trustee at Citibank N.A. in London on the terms inter alia that it
is available to fund payments of principal and interest on the Bonds.

Bondholders should note that Ambac has informed the Bond Trustee that it
reserves its right to accelerate the Bonds. The terms and conditions of the
Bonds specify the amount payable to Bondholders on acceleration. 

The Bond Trustee understands that it is the intention of Ambac to keep the
Bondholders informed and, where necessary, to obtain their consent to any
proposal.

Further information, including copies of the documentation relating to the
deposit, will be made available to Bondholders by the Bond Trustee on request.
Bondholders requesting such further information will be required to provide
evidence of their holding of the Bonds satisfactory to the Bond Trustee.

Further information provided by the Trustee may not be disclosed by any
Bondholder to any third party other than its professional advisors, any
regulatory authority or any party beneficially interested in the Bonds.

The Bond Trustee is not a financial adviser. Bondholders should consult with
their respective business and financial advisers if they have any questions
relating to this notice.

Holders may contact the Bond Trustee for the attention of [e-mail]
or [e-mail].

13 February 2008




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