DEFINITIONS AGREEMENT relating to THE INTERCITY EAST COAST FRANCHISE AGREEMENT

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Exhibit 10(m)

18 March 2005

STRATEGIC RAIL AUTHORITY

and

GREAT NORTH EASTERN RAILWAY LIMITED

DEFINITIONS AGREEMENT

relating to

THE INTERCITY EAST COAST FRANCHISE AGREEMENT

Contents

CLAUSE				PAGE
1.		INTERPRETATION AND DEFINITIONS		1
2.		CONSTRUCTION AND INTERPRETATION		1
3.		DEFINITIONS		3
4.		GOVERNING LAW		38

THIS AGREEMENT IS DATED 18 MARCH 2005

BETWEEN

(1)

STRATEGIC RAIL AUTHORITY, whose principal place of business is at 55 Victoria Street, London, SW1H 0EU (the Authority); and

(2)

GREAT NORTH EASTERN RAILWAY LIMITED, whose registered office is at Sea Containers House, 20 Upper Ground, London SE1 9PF (the Franchisee).

WHEREAS

(A)

The Authority and the Franchisee have entered into the Franchise Agreement, relating to the designation by the Authority on 1 May 2005, pursuant to Section 23(1)(c) of the Act, of certain services for the carriage of passengers by railway as eligible for provision under franchise agreements.

(B)

The Authority and the Franchisee wish to set out in this Agreement definitions of the terms used in the Franchise Agreement.

1.     INTERPRETATION AND DEFINITIONS

        This Agreement, the Franchise Agreement and the Conditions Precedent Agreement together constitute a single agreement, which is a "franchise agreement" for the purposes of the Act, and shall be interpreted in accordance with this Agreement.

2.     CONSTRUCTION AND INTERPRETATION

        In the Franchise Agreement, except to the extent the context otherwise requires:

(a)

words and expressions defined in Part I of the Act have the same meanings when used therein provided that, except to the extent expressly stated, "railway" shall not have the wider meaning attributed to it by Section 81(2) of the Act;

(b)

words and expressions defined in the Interpretation Act 1978 have the same meanings when used in the Franchise Agreement;

(c)

the words "include", "including" and "in particular" are to be construed without limitation;

(d)

references to any person include its successors, transferees or assignees;

(e)

the words "subsidiary", "wholly owned subsidiary" and "parent undertaking" have the same meaning in the Franchise Agreement as in Sections 258 and 736 of the Companies Act 1985;

(f)

references to documents "in the agreed terms" are references to documents initialled by or on behalf of the Authority and the Franchisee;

(g)

references in any of the agreements comprising the Franchise Agreement to Recitals, clauses, Schedules, Parts, paragraphs and Appendices are to Recitals, clauses, Schedules, Parts of Schedules, paragraphs of Schedules and Appendices of Schedules of that agreement, unless expressly specified to the contrary, and the Schedules and Appendices form part of the agreement in which they appear;

(h)

references in any Schedule in any of the agreements comprising the Franchise Agreement to a Part, paragraph or Appendix are references to a Part, paragraph or Appendix of that Schedule (or the relevant Part of a Schedule), unless expressly specified to the contrary;

(i)

headings and references to headings shall be disregarded in construing the Franchise Agreement;

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(j)

references to any enactment include any subordinate legislation made from time to time under such enactment and are to be construed as references to that enactment as for the time being amended or modified or to any enactment for the time being replacing or amending it and references to any subordinate legislation are to be construed as references to that legislation as for the time being amended or modified or to any legislation for the time being replacing or amending it;

(k)

references to an agreement or any other document shall be construed as referring to that agreement or document as from time to time supplemented, varied, replaced, amended, assigned or novated;

(l)

words importing the masculine gender include the feminine and vice-versa, and words in the singular include the plural and vice-versa;

(m)

wherever provision is made for the giving or issuing of any notice, endorsement, consent, approval, waiver, certificate or determination by any person, unless otherwise specified, such notice, endorsement, consent, approval, waiver, certificate or determination shall be in writing and the words "notify", "consent", "endorse", "approve", "waive", "certify" or "determine" and other cognate expressions shall be construed accordingly;

(n)

references to materials, information, data and other records shall be to materials, information, data and other records whether stored in electronic, written or other form;

(o)

references to the period of validity of any Fare are references to its period of validity excluding any rights of any purchaser thereof to extend such period under the Passenger's Charter, any equivalent document, or the terms and conditions attaching to such Fare (including any applicable conditions of carriage) in the event of the cancellation or delay of any of the railway passenger services for which such Fare is valid;

(p)

references to stations at which any train calls include stations at which such train commences or terminates its journey;

(q)

references to "railway passenger services" are to be construed subject to Section 214 of the Transport Act;

(r)

references to the provision of railway passenger services include the organisation of the relevant train movements and making the necessary arrangements with Network Rail or any other relevant Facility Owner;

(s)

references in lower case letters to terms defined in clause 3 of this Agreement shall be construed, where relevant, as being references to the terms defined as such in the franchise agreement or relevant agreement made under Section 30 of the Act or Section 211 or 213 of the Transport Act with any other Train Operator;

(t)

references to amendments or variations of contracts or arrangements include assignments, novations or other transfers of rights or obligations (in whole or in part) under such contracts or arrangements;

(u)

references to sums of money being expended by the Franchisee shall be to such sums exclusive of Value Added Tax;

(v)

references to the words "shall not be liable" are to be construed as meaning that no contravention of the Franchise Agreement and no Event of Default shall arise as a result of the matter to which such words relate; and

(w)

references to a "contravention of this Agreement" (and cognate expressions) are to be construed as meaning a breach of the Franchise Agreement.

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3.     DEFINITIONS

        In the Franchise Agreement, except to the extent the context otherwise requires, the following words and expressions have the following meanings:

        2003 Nominal Ticket Sales has the meaning given to it in paragraph 3 of Schedule 5.4 (Regulation of Fares Basket Values);

        2003 Ticket Price has the meaning given to it in paragraph 6.3 of Schedule 5.7 (Changes to Fares and Fares Regulation);

        2003 Ticket Revenue has the meaning given to it in paragraph 4.1 of Schedule 5.4 (Regulation of Fares Basket Values);

        Access Agreement has the meaning given to the term "access agreement" in Section 83(1) of the Act;

        Act means the Railways Act 1993 (as modified, amended or replaced by the Transport Act 2000) and any regulations or orders made thereunder;

        Actual Operating Costs means:

(a)

the Franchisee's total operating expenses for the period being reviewed as stated in its profit and loss account (including all amounts paid or payable to the Authority and taxation and dividends paid or payable, but excluding depreciation, amortisation and other non-cash items); and

(b)

either:

(i)

plus any reduction in total creditors over such period; or

(ii)

less any increase in total creditors over such period (where total creditors include rolling stock vehicle-related creditors due within one year, but exclude season ticket liabilities and capital borrowings);

        Actual Passenger Demand has the meaning given to it in paragraph 1 of Schedule 1.5 (Information about Passengers);

        Actuary has the meaning given to it in the Pension Trust;

        Affiliate means, in respect of any person, any person by which that person is Controlled or which is Controlled by that person, or any person which is Controlled by any other Affiliate of that person;

        Ancillary Service means any service specified in paragraph 5 of Schedule 1.7 (Franchise Services);

        Annual Audited Accounts means the accounts of the Franchisee which:

(a)

comply with paragraph 3.11 of Schedule 13.2 (Information); and

(b)

are delivered to the Authority by the Franchisee in accordance with paragraph 3.9 of Schedule 13.2 (Information) and certified by its auditors as fair and true;

        Annual Financial Statements means the final draft financial statements of the Franchisee which:

(a)

comply with paragraph 3.11 of Schedule 13.2 (Information);

(b)

give a fair and true view of the amount of Revenue earned by the Franchisee during any Franchisee Year (or part thereof), excluding:

(i)

any Revenue Share Adjustments paid or payable by the Franchisee to the Authority in respect of that Franchisee Year; and

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(ii)

any Revenue Support Adjustments received or receivable from the Authority by the Franchisee in respect of that Franchisee Year;

(c)

contain:

(i)

a breakdown of the amount of Revenue referred to in paragraph (b), identifying the amount earned of each revenue flow specified in the definition of Revenue; and

(ii)

any explanatory notes which the Franchisee reasonably believes would assist the Authority in fulfilling the purpose referred to in paragraph (d); and

(d)

are delivered to the Authority by the Franchisee in accordance with paragraph 3.7 of Schedule 13.2 (Information) for the sole purpose of calculating any Revenue Share Reconciliation Amount or any Revenue Support Reconciliation Amount;

        Annual Franchise Payment means, in relation to any Franchisee Year, the amount determined in accordance with Schedule 8.2 (Annual Franchise Payments);

        Annual Management Accounts means the management accounts of the Franchisee which:

(a)

comply with paragraph 3.10 of Schedule 13.2 (Information); and

(b)

are delivered to the Authority by the Franchisee in accordance with paragraph 3.6 of Schedule 13.2 (Information);

        Annual Season Ticket means a Season Ticket Fare which is valid in Standard Class Accommodation from (and including) the day on which it first comes into effect until (but excluding) the day which falls 12 months after such day;

        ATOC means the Association of Train Operating Companies;

        Authority Risk Assumptions means those assumptions set out in Schedule 9.4 (Authority Risk Assumptions);

        Average Earnings Index means the average earnings index:

(a)

for the whole economy of the United Kingdom;

(b)

seasonally adjusted; and

(c)

excluding bonuses,

as published from time to time by the Office for National Statistics or, if such index shall cease to be published or if there is a material change in the basis of the index, such other average earnings index as the Authority may, after consultation with the Franchisee, determine to be appropriate in the circumstances;

        Bank means a person which has a permission under Part IV of the Financial Services and Markets Act 2000 to carry on one or more of the regulated activities provided thereunder and which is reasonably acceptable to the Authority;

        Bank Holiday means a Weekday on which banks in the City of London are not open for business;

        Benchmark means any of the Cancellations Benchmark, Capacity Benchmark, Network Rail Benchmark and Service Delivery Benchmark;

        Benchmark Table means, in relation to:

(a)

the Cancellations Benchmark, the table set out in Appendix 1 (Cancellations Benchmark Table) to Schedule 7.1 (Performance Benchmarks);

(b)

the Capacity Benchmark, the table set out in Appendix 2 (Capacity Benchmark Table) to Schedule 7.1;

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(c)

the Network Rail Benchmark, the table set out in Appendix 3 (Network Rail Benchmark Table) to Schedule 7.1; and

(d)

the Service Delivery Benchmark, the table set out in Appendix 4 (Service Delivery Benchmark Table) to Schedule 7.1;

        Bond Provider means any person or persons who may provide or be an obligor under a Performance Bond or Season Ticket Bond from time to time and who shall, unless the Authority otherwise agrees, be a Bank;

        Bond Year means the period beginning on the Franchise Commencement Date and ending on 31 March 2006 and any subsequent period of 13 Reporting Periods beginning on the day after the end of the preceding Bond Year provided that:

(a)

the Franchisee and the Authority may agree to vary the Reporting Period in which a Bond Year ends from time to time; and

(b)

the last Bond Year shall expire on the expiry of the Franchise Period and may be a period of less than 13 Reporting Periods unless otherwise agreed;

        Brand Licence means a licence between the Authority (or any company wholly owned by the Authority) and the Franchisee in respect of any registered or unregistered trade marks, including the licences set out in paragraph 5 of Appendix 2 (List of Conditions Precedent Documents) to the Conditions Precedent Agreement;

        Breach Performance Level means, in relation to a Benchmark for any Reporting Period, the number set out in column 4 of the Benchmark Table relating to that Benchmark and in the row of that table for that Reporting Period;

        Business Action Plan means an action plan produced by the Franchisee in relation to the delivery of any outcome anticipated by its Business Plan, in accordance with paragraph 2.7 of Schedule 13.2 (Information);

        Business Plan means the Initial Business Plan or any Updated Business Plan, as the context requires, to be delivered in accordance with paragraphs 2.1 to 2.4 of Schedule 13.2 (Information);

        Cancellation means a Passenger Service:

(a)

which is included in the Plan of the Day and which is cancelled and attributed to the Franchisee pursuant to its Track Access Agreement;

(b)

which is included in the Plan of the Day and which operates less than 50 per cent. of its scheduled mileage for reasons attributed to the Franchisee pursuant to its Track Access Agreement; or

(c)

which is omitted from the Plan of the Day, or included in it in a modified form that does not enable the Franchisee to operate more than 50 per cent. of such Passenger Service's scheduled mileage, without the Franchisee discharging its obligations under Schedule 1.2 (Operating Obligations) in relation thereto;

        Cancellations Benchmark means any of the performance levels in respect of Cancellations and Partial Cancellations set out in the Cancellations Benchmark Table;

        Cancellations Benchmark Table means the table set out in Appendix 1 (Cancellations Benchmark Table) to Schedule 7.1 (Performance Benchmarks);

        Capacity Benchmark means any of the performance levels in respect of the capacity operated in delivering the Passenger Services set out in the Capacity Benchmark Table;

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        Capacity Benchmark Table means the table set out in Appendix 2 (Capacity Benchmark Table) to Schedule 7.1 (Performance Benchmarks);

        Capacity Monitoring Point means any point that the Authority reasonably determines from time to time for measuring passenger carrying capacity on the Passenger Services;

        Capital Expenditure has the meaning given to it in paragraph 2.4 of Schedule 19 (Other Provisions);

        Centre for Rail Skills means the organisation of that name to improve training and development of railway employees;

        Certificate of Commencement means the certificate to be issued by the Authority pursuant to the Conditions Precedent Agreement;

        Change means:

(a)

a change to the Service Level Commitment previously in force pursuant to the issue of a new Service Level Commitment in accordance with paragraph 9 of Schedule 1.1 (Service Development);

(b)

the occurrence of a change to the railway passenger services required to be operated by another franchisee or franchise operator by the Authority which may reasonably be expected to have a material effect on the cost and revenues of providing the Passenger Services;

(c)

any action that the Franchisee is required to take pursuant to paragraph 14.1(a) and/or 14.1(b) of Schedule 1.1;

(d)

a change effected pursuant to paragraph 6 of Schedule 1.2 (Operating Obligations), including as a result of any action that the Franchisee is required to take pursuant to paragraph 8.1(a) of Schedule 1.2 in respect of any Strategy or plan referred to in paragraph 8.1(a) of Schedule 1.2 published, endorsed or varied by the Authority after the Franchise Commencement Date;

(e)

a change to the Authority's standards in respect of alternative transport arrangements, as referred to in paragraph 8.2(b) of Schedule 1.2, from the Authority's standards which are current as at the date of signature of this Agreement;

(f)

any amendments that the Authority may make to any Service Quality Standard pursuant to paragraph 1 of Schedule 1.3 (Additional Service Specifications);

(g)

the implementation by the Franchisee of the Olympic Services Delivery Plan pursuant to paragraph 3 of Schedule 1.3 insofar as such implementation results in the imposition of costs on and the receipt of revenue by the Franchisee;

(h)

the imposition of any costs associated with Traveline attributed to the Franchisee in accordance with a national settlement plan approved by the Authority;

(j)

if and whenever the Authority approves an amendment or proposed amendment to an Inter-Operator Scheme, as referred to in paragraph 5 of Schedule 2.5 (Transport, Travel and Other Schemes), to the extent and only to the extent that the Franchisee makes a saving as a consequence of such amendment or proposed amendment;

(k)

if and to the extent that the Authority and the Franchisee agree or the Authority serves written notice on the Franchisee, exercising its right to call any Priced Option:

(i)

informing the Franchisee that such Priced Option is to be exercised on different terms from those specified in respect of that Priced Option in Schedule 3 (Priced Options); and/or

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(ii)

at any time after the last date for exercise of such Priced Option;

(l)

the imposition, subject to the provisions of paragraph 2.6 of Schedule 4.2 (Persons with Disabilities and Disability Discrimination), of any increased access charges in respect of DDA Requirements at stations at which the Passenger Services call, other than stations where the Franchisee is Facility Owner;

(m)

if and whenever the Authority exercises its power pursuant to paragraph 5 of Schedule 5.7 (Changes to Fares and Fares Regulation) to alter the obligations of and restrictions on the Franchisee under Schedule 5 (Fares);

(n)

if and whenever the Franchisee is obliged to charge Value Added Tax on a Fare or there is an increase or decrease in the rate of Value Added Tax which it must charge on such Fare, in either case due to a change in the Value Added Tax treatment of the provision of Passenger Services;

(o)

if there is a Charge Variation;

(p)

if and whenever there is a Change of Law (excluding any Change of Law to the extent that results in an adjustment to the Franchise Payments pursuant to Schedule 8.4 (Track Access Adjustments and Station Charge Adjustments));

(q)

if and whenever an event occurs which represents a change from the Authority Risk Assumptions described in Schedule 9.4 (Authority Risk Assumptions);

(r)

if and whenever the Authority requests the Franchisee to take any action under paragraph 9.4 of Schedule 13.2 (Information) in accordance with its terms, save that any adjustment to the Franchise Payments under Schedule 9 (Changes) in respect of any maintenance or support costs incurred pursuant to such paragraph 9.4 shall only be made to the extent that such maintenance and support costs are over and above the maintenance and support costs of any Computer System that is replaced;

(s)

if and whenever the Franchisee is required to take any action under paragraph 9.4 of Schedule 13.2 in accordance with its terms;

(t)

a Variation to the terms of the Franchise Agreement pursuant to paragraph 1 of Schedule 19 (Other Provisions); or

(u)

any 2 or more of the foregoing that the Authority groups together in accordance with any procedures issued by it pursuant to paragraph 1.5 of Schedule 19 (Other Provisions);

        Change of Law means the coming into effect after the date of the Franchise Agreement of:

(a)

Legislation; or

(b)

any applicable judgment of a court of Law which changes a binding precedent,

the terms of which apply only to the railway industry, a particular section of the railway industry or the provision of services to the railway industry and not to other transport modes or to industries other than the railway industry, and without limitation:

(i)

excluding any changes in Taxation;

(ii)

excluding any changes which were foreseeable at the date of the Franchise Agreement, and for this purpose, but without limitation, there shall be regarded as foreseeable any Legislation which on the date of the Franchise Agreement has been published:

(A)

in a draft parliamentary bill as part of a government departmental consultation paper;

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(B)

in a parliamentary bill;

(C)

in a draft statutory instrument; or

(D)

as a proposal in the Official Journal of the European Communities except to the extent that such proposal is intended to apply solely within member states other than the United Kingdom,

to the extent that the same is subsequently enacted in substantially the same form as the form in which it was previously so published. In relation to the application of this sub-paragraph (ii), each TSI shall be considered separately.

        Change of Law (1) includes any Legislation, which only applies to the railway industry, which is made under the Health and Safety at Work etc. Act 1974 and which is not excluded under (i) and (ii) (a Specifically Included Change of Law), but (2) excludes any Legislation (other than a Specifically Included Change of Law) which is made with the intention or effect of specifically applying to (or disapplying in relation to) the railway industry any other Legislation which does not apply only to the railway industry;

        Charge Variation means a variation:

(a)

to a Relevant Agreement; and

(b)

which is effected as a result of a Charging Review (including any variation effected in connection with an Incremental Output Statement Charge);

        Charging Review means:

(a)

the exercise by the Regulator of his powers under:

(i)

Part 7 of Schedule 7 of the Track Access Agreement or any Replacement Agreement which is deemed to be a Relevant Agreement in accordance with the definition of that term;

(ii)

Condition F11.5 of the Franchise Station Access Conditions in relation to any station which is not an Independent Station; and

(iii)

Condition 42.5 of the Independent Station Access Conditions in relation to any station which is an Independent Station;

(b)

the following by the Regulator of the procedure in Schedule 4A of the Act;

(c)

the exercise by the Regulator of any powers of the Regulator or the following of any other procedure, which, in the Authority's reasonable opinion:

(i)

has an equivalent effect to; or

(ii)

is intended to fulfil the same function as,

any of the powers referred to in paragraphs (a) or (b) in relation to any Relevant Agreement. For this purpose, Relevant Agreement includes any Relevant Agreement which is not the subject of any previous Charging Review); or

(d)

any amendment to a Relevant Agreement, or entry into a new Relevant Agreement which is approved by the Regulator to the extent that it relates to an Incremental Output Statement Charge or a scheme to which that charge relates;

        Charter Service means a railway passenger service, whether operated on the same routes as the Passenger Services or not:

(a)

which is not reflected in the Timetable;

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(b)

which does not conform to the pattern of railway passenger services normally provided by the Franchisee;

(c)

for which the advance booking or booking arrangements for seats on the relevant service are materially different from those generally applicable to the Passenger Services;

(d)

for which tickets are available on a restricted basis or on terms and conditions materially different from those generally applicable to the Passenger Services; and/or

(e)

for which the departure time, journey time and calling pattern are materially different from those of the Passenger Services,

and which, in the opinion of the Authority, is not a railway passenger service provided by the Franchisee as part of the Passenger Services;

        Child Price means, in relation to any Fare, the amount charged or chargeable to a person under the age of 16 in respect of such Fare;

        Closed Scheme Employees has the meaning given to it in paragraph 3(a) of Schedule 16 (Pensions);

        Closed Schemes has the meaning given to it in paragraph 3(b) of Schedule 16 (Pensions);

        Closure means a closure under Part I of the Act of any of the Passenger Services or of any network on which the Passenger Services may be operated or of any of the Stations or Depots or of any part of such network or Depot or Station;

        Code of Practice means the code of practice for protecting the interests of users of railway passenger services or station services who have disabilities, as prepared, revised from time to time and published by the Authority pursuant to Section 71B of the Act;

        Collateral Agreement means an agreement which is required to be entered into by the Franchisee with Network Rail or any other franchisee as a condition to any Access Agreement of which the Franchisee is the beneficiary;

        Commencement Transfer Scheme has the meaning given to it in clause 4.1 of the Conditions Precedent Agreement;

        Committed Obligations means any of the Franchisee's obligations listed in Schedule 1.6 (Committed Obligations);

        Commuter Fare means any:

(a)

Weekly Season Ticket;

(b)

Monthly Season Ticket;

(c)

Quarterly Season Ticket;

(d)

Annual Season Ticket;

(e)

unrestricted Single Fare; and

(f)

unrestricted Return Fare,

in each case between any Station and any other station where the Passenger Services call;

        Commuter Fares Basket means the grouping of Commuter Fares:

(a)

determined by the Authority pursuant to Schedule 5.3 (Allocation of Fares to Fares Baskets);

(b)

for the purposes of regulating their aggregate Prices or Child Prices, as the case may be, in accordance with Schedule 5.4 (Regulation of Fares Basket Values);

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(c)

amended by the Authority from time to time in accordance with Schedule 5.7 (Changes to Fares and Fares Regulation); and

(d)

set out in the Commuter Fares Document;

        Commuter Fares Document means the document in the agreed terms marked CFD as the same may be amended from time to time in accordance with Schedule 5.7 (Changes to Fares and Fares Regulation);

        Compulsory Inter-available Flow has the meaning given to it in the Ticketing and Settlement Agreement;

        Computer System means computer hardware and computer software, including licensed third party software and data protocols;

        Conditions Precedent Agreement means the agreement between the Authority and the Franchisee dated the date hereof, specifying the conditions precedent effecting the Franchise Agreement;

        Connection means a connection (however described) between any of the Passenger Services provided by the Franchisee and any other railway passenger service provided by it or any other Train Operator or any bus, ferry or shipping service and cognate phrases shall be construed accordingly;

        Connection Agreement means any agreement entered into by the Franchisee and Network Rail on or before the Franchise Commencement Date relating to the connection of a Depot to the relevant part of the network;

        Contingency Plan has the meaning given to it in paragraph 1(a)(iv) of Schedule 10.4 (Force Majeure);

        Continuation Review Date means the date which occurs 18 Reporting Periods prior to the Initial Expiry Date;

        Continuation Review Period means the 13 Reporting Periods prior to the Continuation Review Date;

        Contract Manager means a person appointed by the Franchisee to undertake the responsibilities of such person set out in Schedule 11 (Agreement Management Provisions);

        Control means, in respect of a person, that another person (whether alone or with others and whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise):

(a)

has the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of that person or of any other person which Controls that person;

(b)

controls or has the power to control the affairs and policies of that person or of any other person which Controls that person;

(c)

is the parent undertaking of that person or of any other person which Controls that person; or

(d)

possesses or is, or will be at a future date, entitled to acquire:

(i)

30 per cent. or more of the share capital or issued share capital of, or of the voting power in, that person or any other person which Controls that person;

(ii)

such part of the issued share capital of that person or any other person which Controls that person as would, if the whole of the income of such person were distributed, entitle him to receive 30 per cent. or more of the amount so distributed; or

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(iii)

such rights as would, in the event of the winding-up of that person or any other person which Controls that person or in any other circumstances, entitle him to receive 30 per cent. or more of the assets of such person which would then be available for distribution;

        Creating has the meaning given to it in the Ticketing and Settlement Agreement and cognate expressions shall be construed accordingly;

        DDA means the Disability Discrimination Act 1995;

        DDA Claim has the meaning given to it in paragraph 3.1 of Schedule 4.2 (Persons with Disabilities and Disability Discrimination);

        DDA Requirements means the duties of a provider of services under Sections 21(2)(a), 21(2)(b) and 21(2)(c) of the DDA;

        Default Performance Level means, in relation to a Benchmark for any Reporting Period, the numbers set out in column 5 of the Benchmark Table relating to that Benchmark and in the row of that table for that Reporting Period;

        Defined Contribution Arrangement has the meaning given to it in the Railways Pensions Scheme;

        Departure Stationhas the meaning given to it in paragraph 2(b) of Appendix 2 (Alternative Transport) to Schedule 1.4 (Passenger Facing Obligations);

        Depot means a depot in respect of which the Franchisee has entered into a Depot Lease;

        Depot Condition Maintenance Programme has the meaning given to it in paragraph 3.4 of Schedule 4.1 (Franchise Facilities);

        Depot Lease means:

(a)

any lease of a depot set out in paragraph 4.2 of Appendix 2 (List of Conditions Precedent Documents) to the Conditions Precedent Agreement; or

(b)

or any other depot in relation to which the Franchisee becomes the Facility Owner at any time during the Franchise Period;

        Designated Employer has the meaning given to it in the Pension Trust;

        Destination Station has the meaning given to it in paragraph 2(b) of Appendix 2 (Alternative Transport) to Schedule 1.4 (Passenger Facing Obligations);

        Direct Agreement means any agreement made, or to be made, from time to time between the Authority and the counterparty of a Key Contract in relation to such Key Contract, including any agreement entered into by the Authority under Schedule 14.3 (Key Contracts);

        Disabled People's Protection Policy means the Franchisee's policy for the protection of persons with disabilities which the Franchisee is required to establish and review from time to time in accordance with the conditions of its Licences in respect of the operation of railway passenger services and/or stations;

        Disabled Person has the meaning given to it in the DDA;

        Disabled Person's Reporting System means the system known as the Disabled Person's Reporting System (forming part of the national rail "Computer Reservation System") as described in the Code of Practice as at the date of this Agreement;

        Discount Card has the meaning given to it in the Ticketing and Settlement Agreement;

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        Discount Fare Scheme means:

(a)

a discount fares scheme set out in paragraph 4 of the Appendix (List of Transport, Travel and Other Schemes) to Schedule 2.5 (Transport, Travel and Other Schemes); or

(b)

any other discount fare scheme approved from time to time by the Authority for the purposes of Section 28 of the Act,

in each case until such time as it may cease to be approved by the Authority for the purposes of Section 28 of the Act;

        Dispute Resolution Rules means the procedures for the resolution of disputes known as "The Railway Industry Dispute Resolution Rules", as amended from time to time in accordance with the terms thereof;

        Disputes Secretary means the person appointed as Disputes Secretary from time to time in accordance with the Dispute Resolution Rules;

        Equivalent Fare has the meaning given to it in paragraph 6.1 of Schedule 5.7 (Changes to Fares and Fares Regulation);

        Equivalent Flow has the meaning given to it in paragraph 6.1(b) of Schedule 5.7 (Changes to Fares and Fares Regulation);

        Escrow Documents has the meaning given to it in paragraph 1.1 of Schedule 9.2 (Identity of the Financial Model etc.);

        Estimated Revisions has the meaning given to it in paragraph 2.1 of Schedule 9.1 (Financial Consequences of Change);

        Evening Peak means, in relation to any Passenger Service departing from King's Cross during the period between 1600 and 1859 during a Weekday or such continuous evening 3 hour period as the Authority may specify from time to time;

        Event of Default means any of the events set out in paragraph 2 of Schedule 10.3 (Events of Default and Termination Event);

        Excluded Liabilities has the meaning given to it in clause 4.2 of the Conditions Precedent Agreement;

        Expiry Date means:

(a)

the Initial Expiry Date;

(b)

if the conditions in paragraph 1.2 of Schedule 18 (Franchise Continuation Criteria) are satisfied, 31 March 2015 (subject to paragraph 1.4 of Schedule 18); or

(c)

the date to which the Franchise Agreement is continued in accordance with paragraph 1.5 of Schedule 18;

        Facility Owner has the meaning given to the term facility owner in Section 17(6) of the Act;

        Fare means:

(a)

for the purposes of Schedules 5.3 (Allocation of Fares to Fares Baskets) to 5.8 (Fares Regulation Information and Monitoring) (inclusive) only, a Fare which is:

(i)

valid for a journey or journeys on the Passenger Services included in the Timetable or other railway passenger services which are required to be included in another relevant Train Operator's passenger timetable by the Authority;

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(ii)

sold under the Travelcard Agreement; or

(iii)

a Cross-London Ticket (as defined in the Through Ticketing (Non-Travelcard) Agreement); and

(b)

for the purposes of paragraph 3 of Schedule 1.4 (Passenger Facing Obligations), Schedule 5.2 (Franchisee's Obligation to Create Fares) and for all other purposes, the right, exercisable against one or more Train Operators, subject to any applicable rights or restrictions and the payment of the relevant price, to make one or more journeys on the network or to carry on such a journey an item of luggage or an animal (where this right does not arise under the relevant conditions of carriage except on the(75) payment of a fee) and, where applicable, to obtain goods or services from a person;

        Fare Year means the period from 1^st January in any year to 31^st December in the same year;

        Fares Basket means either the Commuter Fares Basket or the Protected Fares Basket;

        Fares Document means any of the Commuter Fares Document and the Protected Fares Document;

        Fares Setting Round has the meaning given to it in the Ticketing and Settlement Agreement;

        Financial Action Plan means any action plan produced by the Franchisee pursuant to paragraph 3.3(f) of Schedule 13.2 (Information), where the level of its financial performance specified in the Management Accounts is worse than forecast by the Franchisee in its current Business Plan;

        Financial Model means the Franchisee's financial model deposited with the Authority on the date of this Agreement and as subsequently revised in each case in accordance with Schedule 9.2 (Identity of the Financial Model etc.);

        Financial Services Authority means the independent non-governmental body given statutory powers by the Financial Services and Markets Act 2000;

        Flow has the meaning given to it in the Ticketing and Settlement Agreement;

        Force Majeure Event means any of the events described as such in paragraph 1 of Schedule 10.4 (Force Majeure) where the conditions specified in paragraph 2 of Schedule 10.4 are satisfied;

        Forecast Modified Revenue means, in relation to any Reporting Period, the items specified in the definition of Modified Revenue, as most recently forecast for that Reporting Period pursuant to paragraph 3.4 of Schedule 13.2 (Information);

        Forecast Operating Costs means, in relation to any Reporting Period, the items specified in the definition of Actual Operating Costs, as most recently forecast for that Reporting Period pursuant to paragraph 3.4 of Schedule 13.2 (Information);

        Forecast Passenger Demand means the forecast by the Franchisee pursuant to paragraphs 6.1 of Schedule 1.1 (Service Development) and 1.4 of Schedule 1.5 (Information about Passengers) in respect of:

(a)

the number of passengers travelling in each class of accommodation:

(i)

on each Passenger Service;

(ii)

on each Route; and/or

(iii)

at any station or between any stations; and

(b)

the times of day, week or year at which passengers travel,

for the period in respect of which the next Timetable is to apply and for 5 years following the date of the forecast, even if such 5 year period extends beyond the Franchise Term;

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        Franchise Agreement means the agreement between the Authority and the Franchisee dated the date hereof, which constitutes a single agreement together with the Conditions Precedent Agreement and this Agreement and which is a "franchise agreement" for the purposes of the Act;

        Franchise Assets means the property, rights and liabilities designated as such pursuant to paragraph 1 of Schedule 14.4 (Designation of Franchise Assets) but excluding such property, rights or liabilities as shall, in accordance with the terms of the Franchise Agreement, cease to be so designated;

        Franchise Commencement Date means the date and, where relevant, the time stated in the Certificate of Commencement as being the date on which (and, where relevant, the time at which) the Franchisee is to commence operating the Franchise Services;

        Franchise Employee means:

(a)

any employee of the Franchisee from time to time; and

(b)

any other person employed by the Franchisee or any of its Affiliates or any subcontractor or delegate of any of the Franchise Services whose contract of employment may be transferred to a Successor Operator following the expiry of the Franchise Period by virtue of the operation of Law (including the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended, replaced or substituted from