Continuation And Amendment Of Franchise Agreement

                                 Exhibit 99.2

                        Franchise Management Agreement

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C L I F F O R D                                            CLIFFORD CHANCE LLP

C H A N C E





                     GREAT NORTH EASTERN RAILWAY LIMITED

                                     AND

                     THE SECRETARY OF STATE FOR TRANSPORT




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                        FRANCHISE MANAGEMENT AGREEMENT

            -------------------------------------------------------

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                                                 CONTENTS
Clause                                                                                              Page
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1.     Interpretation..................................................................................2

2.     Barclays Waiver Deed............................................................................4

3.     Continuation And Amendment Of Franchise Agreement...............................................4

4.     Amendments To Franchise Agreement...............................................................5

5.     Restrictions....................................................................................5

6.     Management Period Budget........................................................................7

7.     Additional Event Of Default.....................................................................8

8.     Costs Contribution; Settlement..................................................................8

9.     Performance Bond................................................................................8

10.    Term And Termination............................................................................9

11.    Provisions Applying On And After Termination....................................................9

12.    Confidentiality................................................................................10

13.    Announcements..................................................................................10

14.    Entire Agreement...............................................................................10

15.    Governing Law..................................................................................11

16.    Jurisdiction...................................................................................11


Schedule 1 AMENDMENTS TO THE FRANCHISE AGREEMENT......................................................13

Schedule 2 AMENDMENT OF PERFORMANCE BOND AMOUNT.......................................................17

Schedule 3 AGREEMENT OF MANAGEMENT PERIOD BUDGET......................................................18

Schedule 4 AMENDMENTS TO FRANCHISE PAYMENTS...........................................................20

Schedule 5 INCENTIVE PAYMENT..........................................................................22
       Part A        Revenue Incentives...............................................................22
       Part B        Cost Incentives..................................................................22

Schedule 6 MANAGER RESTRICTIONS.......................................................................23

Schedule 7 PAYMENTS ON TERMINATION OF THE MANAGEMENT AGREEMENT........................................25
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THIS AGREEMENT is made on  14 December, 2006

BETWEEN:

(1)   GREAT NORTH EASTERN RAILWAY LIMITED, whose registered office is at Sea
      Containers House, 20 Upper Ground, London SE1 9PF (the "Manager"); and

(2)   THE SECRETARY OF STATE FOR TRANSPORT, whose principal place of business
      is at 76 Marsham Street, London SW1P 4DR (the "Secretary of State").

INTRODUCTION:

(A)   The Manager has been providing certain services for the carriage of
      passengers by railway and operating certain stations and light
      maintenance depots pursuant to a franchise agreement dated 18 March 2005
      between the Authority and the Manager, as such franchise agreement has
      been amended from time to time (the "Franchise Agreement").

(B)   Pursuant to a transfer scheme made under section 1(2) and Schedule 2 of
      the Railways Act 2005 dated 22 July 2005 the rights and obligations of
      the Authority under the Franchise Agreement have transferred to the
      Secretary of State.

(C)   The Secretary of State and the Manager have agreed to terminate the
      Franchise Agreement early but have agreed that the Manager will continue
      to provide the Franchise Services under the Franchise Agreement as
      amended by this Agreement until such termination takes effect.

THE PARTIES AGREE as follows:

1.    INTERPRETATION

1.1   In this Agreement:

      "Actual Costs" means the cost (excluding corporation tax) actually
      incurred in the operation of the Franchise Services during the
      Management Period as shown in the Management Accounts;

      "Auditor's Confirmation" means a certificate from the Manager's auditor
      in the agreed form;

      "Authority" means the Strategic Rail Authority, a body corporate
      established under section 201 of the Transport Act 2000;

      "Barclays Waiver Deed" means a deed entered into between the Manager,
      the Secretary of State and Barclays Bank plc on the date hereof in the
      agreed form;

      "Budgeted Costs" means the costs (excluding corporation tax) anticipated
      to be incurred in the operation of the Franchise Services during the
      Management Period as set out in the Management Period Budget;



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      "Budgeted Revenue" means the Revenue anticipated to be generated from
      the operation of the Franchise Services during the Management Period as
      set out in the Management Period Budget;

      "Cash at Bank balance" means the cash at bank balance shown in the
      relevant Cash Flow Statement excluding cash in respect of season ticket
      obligations;

      "Cash Flow Statement" means the cash flow statement in the form included
      in the Management Period Budget and prepared in the manner consistent
      with Generally Accepted Accounting Practices;

      "Cash Payment" means each cash payment to be paid to the Secretary of
      State pursuant to Schedule 4;

      "Cost Saving Incentive Payment" means the cost saving incentive payment
      calculated and made in accordance with Part B of Schedule 5;

      "Cost Saving Proposal" has the meaning set out in clause 5.4.2;

      "Costs Contribution Amount" means the amount of [omitted, see clause
      12.2];

      "Enhancement Facility" means the letter agreement dated on 12 December
      2005 between the Secretary of State, the Manager and Barclays Bank Plc
      and the (GBP)32,500,000 Facility Agreement dated on 12 December 2005
      between the Manager and Barclays Bank Plc;

      "Franchise Agreement" has the meaning given to it in Recital A;

      "Management Period Budget" means the budget for the operation of the
      Franchise Services during the Management Period in the agreed form and,
      for any extension to the Management Period beyond the Initial Expiry
      Date to be prepared and agreed or determined in accordance with clause
      6;

      "Management Period" means the period from the Management Period
      Commencement Date to the Expiry Date;

      "Management Period Commencement Date" means 10 December 2006;

      "Net Fixed Asset Value" means the value of the Transferred Fixed Assets
      as determined under the Supplemental Agreement;

      "Revenue Incentive Payment" means the revenue incentive payment
      calculated and made in accordance with part A of Schedule 5;

      "Transferred Fixed Assets" means the fixed assets transferred by the
      Manager to the Successor Operator which have not been funded by the
      Secretary of State during the Management Period or under the Enhancement
      Facility;

      "Uncontrollable Costs" means costs outside the control of the Manager
      including without limitation costs in respect of rolling stock leases,
      and leases of infrastructure entered into with Network Rail.



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1.2   In this Agreement, a reference to:

      1.2.1  words and expressions defined in the Franchise Agreement shall
             have the same meanings in this Agreement;

      1.2.2  any enactment includes any subordinate legislation made from time
             to time under it and is to be construed as a reference to that
             enactment or subordinate legislation as for the time being
             amended or modified or to any enactment or subordinate
             legislation for the time being replacing it or amending it;

      1.2.3  a document is a reference to that document as modified or
             replaced from time to time;

      1.2.4  a person includes a reference to a corporation, body corporate,
             association or partnership;

      1.2.5  a person includes a reference to that person's legal personal
             representatives, successors and permitted assigns;

      1.2.6  the singular includes the plural and vice versa (unless the
             context otherwise requires);

      1.2.7  a clause or schedule, unless the context otherwise requires, is a
             reference to a clause of or schedule to this Agreement; and

      1.2.8  a reference to a document in the agreed form is to a document
             identified as such and initialled for the purposes of
             identification by or on behalf of the parties hereto.

1.3   References to the Franchise Agreement shall hereafter be read and
      construed as references to the Franchise Agreement as amended and
      construed by and in accordance with this Agreement.

1.4   Paragraphs and clauses of the Franchise Agreement amended or restated in
      this Agreement may refer to "the Authority" for the sake of consistency
      with the drafting in that document. This shall not derogate from the
      fact that the rights and obligations of the Authority under the
      Franchise Agreement have transferred to the Secretary of State and all
      such references shall be deemed to be references to the Secretary of
      State.

1.5   The headings in this Agreement do not affect its interpretation.

2.    BARCLAYS WAIVER DEED

2.1   The Manager shall provide to the Secretary of State simultaneously with
      signature of this Agreement a duly executed original version of the
      Barclays Waiver Deed.

3.    CONTINUATION AND AMENDMENT OF FRANCHISE AGREEMENT

3.1   The Manager agrees to continue to provide Franchise Services and
      otherwise be bound by and comply with his obligations under the terms of
      the Franchise Agreement, and the Secretary of State agrees to be bound
      by and comply with its obligations under the



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      Franchise Agreement, save in either case to the extent that the rights
      and obligations of the parties are modified by this Agreement.

3.2   Save as otherwise set out in this Agreement, the amendments made to the
      Franchise Agreement pursuant to this Agreement shall be effective from
      the Management Period Commencement Date provided that:

      3.2.1   no such amendments shall take effect so as to create any
              liability for a party for failing to perform an obligation or
              discharge a liability under the Franchise Agreement prior to the
              Management Period Commencement Date to the extent that the
              relevant party did not have that obligation or liability under
              the Franchise Agreement prior to the Management Period
              Commencement Date; and

      3.2.2   the accrued rights and obligations of the parties as at the date
              of the Management Period Commencement Date shall not be affected
              by this Agreement.

3.3   For the avoidance of doubt, the only cash available to be earned by the
      Manager in consideration for the operation of this Agreement shall be
      the Revenue Incentive and Cost Saving Incentive earned during the
      Management Period and, following the expiry of the Franchise Term, the
      amount of the Net Fixed Asset Value to be paid to the Manager pursuant
      to Schedule 7.

3.4   The closing balance sheet at 09 December 2006 and the profit and loss
      account for Reporting Period 07/10 will be reviewed as part of the year
      end audit pursuant to paragraph 3.9 of Schedule 13.2 of the Franchise
      Agreement and the Manager's auditors will provide an Auditor's
      Confirmation in relation to these.

4.    AMENDMENTS TO FRANCHISE AGREEMENT

4.1   The amendments to the Franchise Agreement set out in Schedule 1 shall
      have effect.

5.    RESTRICTIONS

5.1   The Manager acknowledges that, by virtue of a letter dated 29 September
      2006 on behalf of the Secretary of State, Schedule 15.2 (Last 12 or 13
      months of Franchise Period) of the Franchise Agreement has been deemed
      to apply as if the franchise was in the last 12 or 13 months of the
      Franchise Period.

5.2   With effect from the Management Period Commencement Date, the Franchisee
      shall be deemed to be in a Lock-Up Period for the purposes of paragraph
      3.2 of Schedule 12 (Financial Obligations and Covenants) of the
      Franchise Agreement, notwithstanding the deletion of paragraph 2 of
      Schedule 12.

5.3   The Manager shall not enter into any new contract which has a total
      value in excess of [omitted, see clause 12.2] or with an expiry date
      after 30 September 2007 without the prior written consent of the
      Secretary of State. Two or more contracts relating to the same or
      related subject matter shall be treated as a single contract for the
      purposes of determining whether this threshold has been exceeded. The
      Manager agrees to inform the Secretary of State sufficiently in advance
      of the intended date of signature of any



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      such contracts to enable the Secretary of State, through his officials,
      to discuss the terms of such contracts with the Manager and, if
      necessary, with the counterparty. The consent of the Secretary of State
      is not required to enter into any contract which is safety related.

5.4   Changes to Operations

      5.4.1  The Manager will continue to provide the Franchise Services
             during the Management Period in accordance with the Franchise
             Agreement, as amended by this Agreement, but will not implement
             any material changes to operations which are (a) outside the
             ordinary course of business; or (b) contentious or controversial,
             without the Secretary of State's prior written consent, such
             consent not to be unreasonably withheld or delayed. Consent is
             not required for material changes to operations which have been
             commenced prior to the Management Period Commencement Date or
             safety related initiatives which are required to be implemented
             within a timescale which does not permit of prior approval.

      5.4.2  The Manager will continue to make day to day improvements in the
             operational cost base of running the business without the prior
             consent of the Secretary of State provided no such individual
             operational improvements will or are likely to result in Actual
             Costs (net of any expenditure incurred in making such operational
             improvements) being reduced below Budgeted Costs during the
             Management Period by an amount of [omitted, see clause 12.2] or
             more. For these purposes "expenditure incurred" includes any
             depreciation or lease costs or other directly related costs
             incurred in respect thereof referable to the Management Period.

      5.4.3  The Manager shall notify the Secretary of State in writing in
             advance of implementing any improvement in the operational cost
             base which does not fall within clause 5.4.2 ("Cost Saving
             Proposal") save to the extent that it is identified in the
             Management Period Budget, together with sufficient information to
             enable the Secretary of State to make the determination
             contemplated in clause 5.4.4.

      5.4.4  Within 7 working days of receipt of such written notification,
             the Secretary of State shall inform the Manager in writing
             whether or not the Cost Saving Proposal falls within paragraphs
             (a) or (b) of clause 5.4.1; and

             (a)  if it does not, the Manager may proceed to implement the
                  Cost Saving Proposal; or

             (b)  if it does, and the Secretary of State further informs the
                  Manager that he has not received sufficient information to
                  make a decision, the Manager shall provide the Secretary of
                  State with such further information as the Secretary of
                  State may reasonably request; or

             (c)  if it does, and the Secretary of State approves the Cost
                  Saving Proposal, the Manager may proceed to implement the
                  Cost Saving Proposal subject to such conditions as the
                  Secretary of State may reasonably require.



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      5.4.5  If the Secretary of State requests further information pursuant
             to clause 5.4.4(b), the Secretary of State shall make the
             determination contemplated by clause 5.4.4 within 7 working days
             of receiving the requested information, and if it does not, the
             Manager may proceed to implement the Cost Saving Proposal.

      5.4.6  If the Secretary of State considers that a Cost Saving Proposal
             falls within paragraphs (a) or (b) of clause 5.4.1 and notifies
             the Manager that he is withholding his approval, the Secretary of
             State will at the same time provide reasonable details of his
             reasons for such decision.

5.5   The Manager shall not terminate, amend or waive any of its rights under
      its current agreements with Sea Containers Railway Services Limited,
      whether oral or in writing, unless it replaces such agreements with the
      provision of goods and/or services on terms at least as favourable to
      the Manager as those of such agreements for a period to expire no
      earlier than 31 March 2008. If the Management Period is extended beyond
      the Initial Expiry Date, the Manager will not be in breach of its
      obligations under the Franchise Agreement (as amended by this Agreement)
      if it ceases to secure the provision of such goods and/or services after
      the Initial Expiry Date.

5.6   The Secretary of State agrees to consider in good faith upon receipt of
      all relevant information whether the telesales operation of Sea
      Containers Railway Services Limited should be transferred to the Manager
      during the Management Period. The parties acknowledge that if the
      Secretary of State decides that there should be a transfer, the terms of
      such transfer and consequential amendments to the Management Period
      Budget will need to be agreed. The Secretary of State will make his
      determination as soon as reasonably practicable.

5.7   For the purposes of this clause 5 the Secretary of State shall be deemed
      to have consented to any matter expressly made known to him in the
      assumptions comprised in any Management Period Budget prepared in
      accordance with clause 6 below; or as set out in Schedule 1.

5.8   The provisions of Schedule 5 and 6 shall have effect.

5.9   The Manager shall not create or permit to subsist any new Security
      Interest (over and above any existing on the Management Period
      Commencement Date) over or otherwise encumber any of its bank accounts,
      cash reserves or other assets in favour of Barclays Bank as security for
      Barclays Bank Plc's obligations under the Performance Bond, except
      pursuant to the Barclays Waiver Deed.

6.    MANAGEMENT PERIOD BUDGET

6.1   The Franchisee shall operate the Franchise Services during the
      Management Period in accordance with the Management Period Budget.

6.2   For the purposes of agreeing or determining the Management Period Budget
      and Threshold Revenue for any extension of the Management Period beyond
      the Initial Expiry Date the amendments to the Franchise Agreement set
      out in Schedule 3 shall have effect.



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7.    ADDITIONAL EVENT OF DEFAULT

7.1   The following new Event of Default shall be added to paragraph 2 of
      Schedule 10.3 (Events of Default and Termination Event) of the Franchise
      Agreement as a new paragraph 2.16:

      "2.16(a)      If at any time during the Management Period the operating
                    result (calculated by deducting the Actual Costs from the
                    Actual Revenue) is less than the budgeted result
                    (calculated by deducting the Budgeted Costs from the
                    Budgeted Revenue) by an amount equal to or more than
                    [omitted, see clause 12.2] for the period from the
                    Management Period Commencement Date to the date of