## Schedule 2 To The Orr Notice Of Proposed Modifications To Licences/Snrps Dated 2 February 2006

ORR is proposing to make the following modifications to the licences and SNRPs set out in column [1-4] below: 

1. 
The text of the licences and SNRPs set out in column [4] below, held by the companies set out in columns [1] and [2] 
below, will be replaced by the text of the model licences and model SNRPs referred to in column [5] below. The model 
licences and model SNRPs mentioned in column [5] were published on the ORR website at http://www.railreg.gov.uk/server/show/nav.00100b001007 on 18 January 2006. 
2. 
The company name (column [1]) and company number (column [2]) of the licence holder/SNRP holder will be inserted into 
the appropriate place in *Part 1 - Scope* of the new model licence/SNRP. 
3. 
Where the licence was originally granted by the Secretary of State and it has not been transposed to an SNRP, references 
to the "Office of Rail Regulation" in *Part I - Scope* will be replaced with "the Secretary of State" and the first reference to 
"ORR" in *Part II - Interpretation* will be replaced with "the Office of Rail Regulation ("ORR")". In addition, for licences in which the Secretary of State currently retains revocation powers, references to "ORR" in *Part IV - Revocation* shall be replaced with references to "the Secretary of State", references to "the appropriate franchising authority" shall be replaced with references to "ORR" and the phrase "where the licence holder is a franchise operator" shall be removed, wherever appropriate. Licences granted by the Secretary of State are identified with the symbol § in column [3]. 
4. 
The dates on which the original licence was granted and came into force shall be inserted into *Part I - Scope* of the new 
model licence/SNRP where appropriate.  
5. 
The details of any Station or Light Maintenance Depot (LMD) operated that are included in a licence listed in column [4] 
shall be inserted into the Schedule of the new model licence listed in column [5], including any additions or deletions previously made in accordance with the licence.  
6. 
The further specific modifications listed in column [6] shall also be applied.  In column [6], a reference to an "old" condition 
is a reference to a condition in the licence/SNRP listed in column [4]. 

| [1]                                               | [2]                      | [3]     | [4]     |
|---------------------------------------------------|--------------------------|---------|---------|
| Licence Holder                                    | Company                  | Date    | Type of |
| number                                            | Granted                  | Licence |         |
| Direct Rail Services                              |                          |         |         |
| Limited                                           |                          |         |         |
| 03020822                                          |                          |         |         |
|                                                   |                          |         |         |
| 09.10.1997                                        | Passenger                |         |         |
| SNRP                                              |                          |         |         |
| (Charter)                                         |                          |         |         |
|                                                   |                          |         |         |
| [5]                                               | [6]                      |         |         |
| New model                                         | Further specific changes |         |         |
| licence                                           |                          |         |         |
| Model passenger                                   |                          |         |         |
| SNRP                                              |                          |         |         |
| Omit model Condition 3: Through Tickets and       |                          |         |         |
| Network Benefits.                                 |                          |         |         |
| Replace model Condition 4: Timetabling with       |                          |         |         |
| old condition 12: Timetabling. In this Condition  |                          |         |         |
| replace "Railtrack PLC" with "Network Rail".      |                          |         |         |
| Omit model Condition 7: Liaison with the RPC      |                          |         |         |
| and LTUC.                                         |                          |         |         |
| Insert old Condition 10: Restrictions on Certain  |                          |         |         |
| Activities by the Licence Holder as Condition     |                          |         |         |
| 17: Restrictions on Activities. In this Condition |                          |         |         |
| replace "regulator" with "ORR" and "tram" with    |                          |         |         |
| "train". Condition 10 was inserted into the       |                          |         |         |
| original licence on 9 October 1997.               |                          |         |         |
|                                                   |                          |         |         |
| [1]                                             | [2]                                             | [3]     | [4]     |
|-------------------------------------------------|-------------------------------------------------|---------|---------|
| Licence Holder                                  | Company                                         | Date    | Type of |
| number                                          | Granted                                         | Licence |         |
| English Welsh &                                 |                                                 |         |         |
| Scottish Railway                                |                                                 |         |         |
| Limited                                         |                                                 |         |         |
| 02938988                                        |                                                 |         |         |
|                                                 |                                                 |         |         |
| 31.03.1995                                      |                                                 |         |         |
| Non-                                            |                                                 |         |         |
| passenger                                       |                                                 |         |         |
| licence                                         |                                                 |         |         |
| (                                               |                                                 |         |         |
| previously Transrail                            |                                                 |         |         |
| Freight Limited                                 |                                                 |         |         |
| )                                               |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
| Freight                                         |                                                 |         |         |
| SNRP                                            |                                                 |         |         |
| Model freight SNRP                              | Insert old Condition 11: Information on Rolling |         |         |
| stock and Prices as Condition 19                |                                                 |         |         |
| [5]                                             | [6]                                             |         |         |
| New model                                       | Further specific changes                        |         |         |
| licence                                         |                                                 |         |         |
| Model non-                                      |                                                 |         |         |
| passenger licence                               |                                                 |         |         |
| Insert old Condition 11: Information on Rolling |                                                 |         |         |
| stock and Prices as Condition 19                |                                                 |         |         |
| Insert old Condition 12: Transactions entered   |                                                 |         |         |
| into by the licence holder or a relevant        |                                                 |         |         |
| business with or for the benefit of associated  |                                                 |         |         |
| companies or other businesses or activities of  |                                                 |         |         |
| the licence holder as Condition 20:             |                                                 |         |         |
| Transactions.                                   |                                                 |         |         |
| Insert old Condition 12: Transactions entered   |                                                 |         |         |
| into by the licence holder or a relevant        |                                                 |         |         |
| business with or for the benefit of associated  |                                                 |         |         |
| companies or other businesses or activities of  |                                                 |         |         |
| the licence holder as Condition 20:             |                                                 |         |         |
| Transactions                                    |                                                 |         |         |
|                                                 |                                                 |         |         |
| [1]                                             | [2]                      | [3]        | [4]     |
|-------------------------------------------------|--------------------------|------------|---------|
| Licence Holder                                  | Company                  | Date       | Type of |
| number                                          | Granted                  | Licence    |         |
|                                                 |                          | 31.03.1995 | Network |
| licence                                         |                          |            |         |
| Model network                                   |                          |            |         |
| licence                                         |                          |            |         |
| Insert old Condition 11: Information on Rolling |                          |            |         |
| stock and Prices as Condition 19.               |                          |            |         |
| [5]                                             | [6]                      |            |         |
| New model                                       | Further specific changes |            |         |
| licence                                         |                          |            |         |
| Insert old Condition 12: Transactions entered   |                          |            |         |
| into by the licence holder or a relevant        |                          |            |         |
| business with or for the benefit of associated  |                          |            |         |
| companies or other businesses or activities of  |                          |            |         |
| the licence holder as Condition 20:             |                          |            |         |
| Transactions                                    |                          |            |         |
|                                                 |                          |            |         |
| [1]                  | [2]     | [3]     | [4]     |
|----------------------|---------|---------|---------|
| Licence Holder       | Company | Date    | Type of |
| number               | Granted | Licence |         |
| EUROSTAR (UK)        |         |         |         |
| Limited              |         |         |         |
| 02462001             |         |         |         |
|                      |         |         |         |
| 24.09.1998           |         |         |         |
| (amended             |         |         |         |
| 28.11.2005           |         |         |         |
| )                    |         |         |         |
| Passenger            |         |         |         |
| SNRP                 |         |         |         |
| (previously European |         |         |         |
| Passenger Services   |         |         |         |
| Limited)             |         |         |         |
|                      |         |         |         |
| [5]                                             | [6]                      |
|-------------------------------------------------|--------------------------|
| New model                                       | Further specific changes |
| licence                                         |                          |
| Model passenger                                 |                          |
| SNRP                                            |                          |
| Omit model Condition 3: Through Tickets and     |                          |
| Network Benefits.                               |                          |
| Omit model Condition 4: Timetabling.            |                          |
| Replace model Condition 5: Provision of         |                          |
| Services for Disabled People, with old          |                          |
| Condition 3: Provision of Services for Disabled |                          |
| People.                                         |                          |
| Replace model Condition 6: Complaints           |                          |
| Procedure, with old Condition 4:  Complaints    |                          |
| Handling Procedure.                             |                          |
| Omit model Condition 8: RSSB Membership.        |                          |
| Omit model Condition 9: Railway Group           |                          |
| Standards.                                      |                          |
| [1]                                            | [2]                                   | [3]        | [4]     |
|------------------------------------------------|---------------------------------------|------------|---------|
| Licence Holder                                 | Company                               | Date       | Type of |
| number                                         | Granted                               | Licence    |         |
|                                                |                                       | 31.03.1994 |         |
| §                                              |                                       |            |         |
| LMD                                            |                                       |            |         |
| licence                                        |                                       |            |         |
|                                                |                                       |            |         |
| 31.03.1994                                     |                                       |            |         |
| §                                              |                                       |            |         |
| Station                                        |                                       |            |         |
| licence                                        |                                       |            |         |
|                                                |                                       |            |         |
| [5]                                            | [6]                                   |            |         |
| New model                                      | Further specific changes              |            |         |
| licence                                        |                                       |            |         |
| Model LMD licence                              | Replace model Condition 12: Change of |            |         |
| Control with old Condition 10: Change of       |                                       |            |         |
| Control.                                       |                                       |            |         |
| Omit model Condition 13: Non-Discrimination    |                                       |            |         |
| Insert at end of model paragraph 2 in Part 1 - |                                       |            |         |
| Scope: "…or until 29 July 2052, whichever is   |                                       |            |         |
| the sooner."                                   |                                       |            |         |
| Omit paragraph 3 from model Part IV -          |                                       |            |         |
| Revocation                                     |                                       |            |         |
| Model station                                  |                                       |            |         |
| licence                                        |                                       |            |         |
| Replace model Condition 12: Change of          |                                       |            |         |
| Control with old Condition 12: Change of       |                                       |            |         |
| Control.                                       |                                       |            |         |
| Omit model Condition 13: Non-Discrimination.   |                                       |            |         |
| Omit model Condition 15: Co-operation with     |                                       |            |         |
| Transport for London.                          |                                       |            |         |
| Insert at end of model paragraph 2 in Part 1 - |                                       |            |         |
| Scope: "…or until 29 July 2052, whichever is   |                                       |            |         |
| the sooner."                                   |                                       |            |         |
| Omit paragraph 3 from model licence Part IV -  |                                       |            |         |
| Revocation                                     |                                       |            |         |
| [1]                                             | [2]                                             | [3]     | [4]     |
|-------------------------------------------------|-------------------------------------------------|---------|---------|
| Licence Holder                                  | Company                                         | Date    | Type of |
| number                                          | Granted                                         | Licence |         |
| EWSI Limited                                    | 03232475                                        |         |         |
|                                                 |                                                 |         |         |
| 27.08.1999                                      |                                                 |         |         |
| (amended                                        |                                                 |         |         |
| 28.11.2005                                      |                                                 |         |         |
| )                                               |                                                 |         |         |
| Freight                                         |                                                 |         |         |
| SNRP                                            |                                                 |         |         |
| Model freight SNRP                              | Insert old Condition 11: Information on Rolling |         |         |
| stock and Prices as Condition 19: Information   |                                                 |         |         |
| on Rolling stock and Prices.                    |                                                 |         |         |
| (                                               |                                                 |         |         |
| previously Railfreight                          |                                                 |         |         |
| Distribution Limited                            |                                                 |         |         |
| )                                               |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 | 11.10.1996                                      | Non-    |         |
| passenger                                       |                                                 |         |         |
| licence                                         |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
|                                                 |                                                 |         |         |
| [5]                                             | [6]                                             |         |         |
| New model                                       | Further specific changes                        |         |         |
| licence                                         |                                                 |         |         |
| Insert old Condition 12: Transactions as        |                                                 |         |         |
| Condition 20: Transactions                      |                                                 |         |         |
| Model non-                                      |                                                 |         |         |
| passenger licence                               |                                                 |         |         |
| Insert old Condition 12: Information on Rolling |                                                 |         |         |
| stock and Prices as new Condition 19:           |                                                 |         |         |
| Information on Rolling stock and Prices.        |                                                 |         |         |
| Insert old Condition 13: Transactions entered   |                                                 |         |         |
| into by the licence holder or a relevant        |                                                 |         |         |
| business with or for the benefit of associated  |                                                 |         |         |
| companies or other businesses or activities of  |                                                 |         |         |
| the licence holder as Condition 20:             |                                                 |         |         |
| Transactions.                                   |                                                 |         |         |
| [1]                                             | [2]                                             | [3]        | [4]     |
|-------------------------------------------------|-------------------------------------------------|------------|---------|
| Licence Holder                                  | Company                                         | Date       | Type of |
| number                                          | Granted                                         | Licence    |         |
|                                                 |                                                 | 11.10.1996 | Freight |
| SNRP                                            |                                                 |            |         |
| Model freight SNRP                              | Insert old Condition 12: Information on Rolling |            |         |
| stock and Prices as new Condition 19:           |                                                 |            |         |
| Information on Rolling stock and Prices.        |                                                 |            |         |
| 11.10.1996                                      | Network                                         |            |         |
| licence                                         |                                                 |            |         |
| Model network                                   |                                                 |            |         |
| licence                                         |                                                 |            |         |
| Insert old Condition 11: Information on Rolling |                                                 |            |         |
| stock and Prices as new Condition 19:           |                                                 |            |         |
| Information on Rolling stock and Prices.        |                                                 |            |         |
| [5]                                             | [6]                                             |            |         |
| New model                                       | Further specific changes                        |            |         |
| licence                                         |                                                 |            |         |
| Insert old Condition 13: Transactions entered   |                                                 |            |         |
| into by the licence holder or a relevant        |                                                 |            |         |
| business with or for the benefit of associated  |                                                 |            |         |
| companies or other businesses or activities of  |                                                 |            |         |
| the licence holder as Condition 20:             |                                                 |            |         |
| Transactions.                                   |                                                 |            |         |
| Insert old Condition 12: Transactions entered   |                                                 |            |         |
| into by the licence holder or a relevant        |                                                 |            |         |
| business with or for the benefit of associated  |                                                 |            |         |
| companies or other businesses or activities of  |                                                 |            |         |
| the licence holder as Condition 20:             |                                                 |            |         |
| Transactions.                                   |                                                 |            |         |
| [1]                                               | [2]                      | [3]       | [4]     |
|---------------------------------------------------|--------------------------|-----------|---------|
| Licence Holder                                    | Company                  | Date      | Type of |
| number                                            | Granted                  | Licence   |         |
| FM Rail Limited                                   |                          |           |         |
| (previously Merlin Rail                           |                          |           |         |
| )                                                 |                          |           |         |
| 03268963                                          | 08.07.2002               | Passenger |         |
| SNRP                                              |                          |           |         |
| (Charter)                                         |                          |           |         |
| Glasgow Prestwick                                 |                          |           |         |
| Airport Limited                                   |                          |           |         |
| SC135362                                          | 02.09.1994               | Station   |         |
| licence                                           |                          |           |         |
| (previously PIK Limited,                          |                          |           |         |
| Prestwick International                           |                          |           |         |
| Airport Limited and                               |                          |           |         |
| Glasgow Prestwick                                 |                          |           |         |
| International Airport                             |                          |           |         |
| Limited)                                          |                          |           |         |
|                                                   |                          |           |         |
| Heathrow Express                                  |                          |           |         |
| Operating Company                                 |                          |           |         |
| Limited                                           |                          |           |         |
| 03145133                                          | 15.07.1997               |           |         |
| §                                                 |                          |           |         |
| Passenger                                         |                          |           |         |
| licence                                           |                          |           |         |
|                                                   |                          |           |         |
| [5]                                               | [6]                      |           |         |
| New model                                         | Further specific changes |           |         |
| licence                                           |                          |           |         |
| Model passenger                                   |                          |           |         |
| SNRP                                              |                          |           |         |
| Omit model Condition 3: Through Tickets and       |                          |           |         |
| Network Benefits.                                 |                          |           |         |
| Omit model Condition 4: Timetabling.              |                          |           |         |
| Omit model Condition 7: Liaison with the RPC      |                          |           |         |
| and LTUC.                                         |                          |           |         |
| Insert old Condition 9: Restrictions on Certain   |                          |           |         |
| Activities by the Licence Holder as Condition     |                          |           |         |
| 17: Restrictions on Activities. In this Condition |                          |           |         |
| replace "regulator" with "ORR".                   |                          |           |         |
| Model station                                     |                          |           |         |
| licence                                           |                          |           |         |
| Omit model Condition 15: Co-operation with        |                          |           |         |
| Transport for London.                             |                          |           |         |
| Model passenger                                   |                          |           |         |
| licence                                           |                          |           |         |
| Omit model Condition 3: Through Tickets and       |                          |           |         |
| Network Benefits.                                 |                          |           |         |
| Omit model Condition 7: Liaison with the RPC      |                          |           |         |
| [1]                                           | [2]                      | [3]     | [4]     |
|-----------------------------------------------|--------------------------|---------|---------|
| Licence Holder                                | Company                  | Date    | Type of |
| number                                        | Granted                  | Licence |         |
| [5]                                           | [6]                      |         |         |
| New model                                     | Further specific changes |         |         |
| licence                                       |                          |         |         |
| and LTUC.                                     |                          |         |         |
| Insert old Condition 14: Assignment as        |                          |         |         |
| Condition 18: Assignment                      |                          |         |         |
| Replace model Condition 12: Change of         |                          |         |         |
| Control with old Condition 15: Change of      |                          |         |         |
| Control.                                      |                          |         |         |
| Insert old Condition 16: Non-stop Services as |                          |         |         |
| Condition 21: Non-stop Services               |                          |         |         |
| [1]                                              | [2]                                   | [3]        | [4]       |
|--------------------------------------------------|---------------------------------------|------------|-----------|
| Licence Holder                                   | Company                               | Date       | Type of   |
| number                                           | Granted                               | Licence    |           |
| Island Line Limited                              | 03007942                              | 08.12.1995 | Passenger |
| Licence                                          |                                       |            |           |
|                                                  |                                       |            |           |
| 08.12.1995                                       | LMD                                   |            |           |
| Licence                                          |                                       |            |           |
|                                                  |                                       |            |           |
| 08.12.1995                                       | Network                               |            |           |
| licence                                          |                                       |            |           |
|                                                  |                                       |            |           |
| [5]                                              | [6]                                   |            |           |
| New model                                        | Further specific changes              |            |           |
| licence                                          |                                       |            |           |
| Model passenger                                  |                                       |            |           |
| licence                                          |                                       |            |           |
| Replace model Condition 4: Timetabling with      |                                       |            |           |
| old Condition 11: Timetabling. In that Condition |                                       |            |           |
| replace "Railtrack PLC" with "Network Rail".     |                                       |            |           |
| Omit model Condition 8: RSSB Membership.         |                                       |            |           |
| Omit model Condition 9: Railway Group            |                                       |            |           |
| Standards.                                       |                                       |            |           |
| Model LMD licence                                | Omit model Condition 9: Railway Group |            |           |
| Standards.                                       |                                       |            |           |
| Omit paragraph 3 from model licence Part IV -    |                                       |            |           |
| Revocation                                       |                                       |            |           |
| Model network                                    |                                       |            |           |
| licence                                          |                                       |            |           |
| Omit model Condition 9: Railway Group            |                                       |            |           |
| Standards.                                       |                                       |            |           |
| Insert old Condition 7: Planned Modifications    |                                       |            |           |
| to the Network as Condition 22: Planned          |                                       |            |           |
| Modifications to the Network.                    |                                       |            |           |
| Replace all text in the model Schedule with:     |                                       |            |           |
| "1.                                              | Any network on the Isle of Wight"     |            |           |
| [1]                                           | [2]                                    | [3]        | [4]     |
|-----------------------------------------------|----------------------------------------|------------|---------|
| Licence Holder                                | Company                                | Date       | Type of |
| number                                        | Granted                                | Licence    |         |
|                                               |                                        | 08.12.1995 | Station |
| Licence                                       |                                        |            |         |
|                                               |                                        |            |         |
| Merseyrail Electrics                          |                                        |            |         |
| 2002 Limited                                  |                                        |            |         |
| 04356933                                      | 17.07.2003                             | Passenger  |         |
| Licence                                       |                                        |            |         |
|                                               |                                        |            |         |
|                                               |                                        |            |         |
|                                               |                                        |            |         |
| 17.07.2003                                    | LMD                                    |            |         |
| Licence                                       |                                        |            |         |
|                                               |                                        |            |         |
| 17.07.2003                                    | Non-                                   |            |         |
| passenger                                     |                                        |            |         |
| licence                                       |                                        |            |         |
|                                               |                                        |            |         |
| [5]                                           | [6]                                    |            |         |
| New model                                     | Further specific changes               |            |         |
| licence                                       |                                        |            |         |
| Model station                                 |                                        |            |         |
| licence                                       |                                        |            |         |
| Omit model Condition 9: Railway Group         |                                        |            |         |
| Standards.                                    |                                        |            |         |
| Omit paragraph 3 from model licence Part IV - |                                        |            |         |
| Revocation                                    |                                        |            |         |
| Model passenger                               |                                        |            |         |
| licence                                       |                                        |            |         |
| Insert old Condition 18: Assignment as        |                                        |            |         |
| Condition 18: Assignment. In that Condition   |                                        |            |         |
| insert the following text into Paragraph 4    |                                        |            |         |
| "…[awarded by] Merseyside Passenger           |                                        |            |         |
| Transport Executive or [the assignee]…"       |                                        |            |         |
| Model LMD licence                             | Insert old Condition 14: Assignment as |            |         |
| Condition 18 Assignment. In that Condition    |                                        |            |         |
| insert the following text into Paragraph 4    |                                        |            |         |
| "…[awarded by] Merseyside Passenger           |                                        |            |         |
| Transport Executive or [the assignee]…"       |                                        |            |         |
| Model non-                                    |                                        |            |         |
| passenger licence                             |                                        |            |         |
| Insert old Condition 12: Assignment as new    |                                        |            |         |
| Condition 18: Assignment. In that Condition   |                                        |            |         |
| insert the following text into Paragraph 4    |                                        |            |         |
| "…[awarded by] Merseyside Passenger           |                                        |            |         |
| Transport Executive or [the assignee]…"       |                                        |            |         |
| [1]                                            | [2]                      | [3]        | [4]       |
|------------------------------------------------|--------------------------|------------|-----------|
| Licence Holder                                 | Company                  | Date       | Type of   |
| number                                         | Granted                  | Licence    |           |
|                                                |                          | 17.07.2003 | Station   |
| licence                                        |                          |            |           |
|                                                |                          |            |           |
|                                                |                          | 23.12.2005 | Liverpool |
| South                                          |                          |            |           |
| Parkway                                        |                          |            |           |
| Station                                        |                          |            |           |
| Licence                                        |                          |            |           |
|                                                |                          |            |           |
| [5]                                            | [6]                      |            |           |
| New model                                      | Further specific changes |            |           |
| licence                                        |                          |            |           |
| Model station                                  |                          |            |           |
| licence                                        |                          |            |           |
| Insert old Condition 19: Assignment as         |                          |            |           |
| Condition 18: Assignment. In that Condition    |                          |            |           |
| insert the following text into Paragraph 4     |                          |            |           |
| "…[awarded by] Merseyside Passenger            |                          |            |           |
| Transport Executive or [the assignee]…"        |                          |            |           |
| Insert old Condition 6: Display of information |                          |            |           |
| and signing as Condition 24: Display of        |                          |            |           |
| information and Signing. In that Condition     |                          |            |           |
| replace "approved by the Secretary of State''  |                          |            |           |
| with "required by the Secretary of State''.    |                          |            |           |
| Model station                                  |                          |            |           |
| licence                                        |                          |            |           |
| Insert old Condition 18: Assignment as         |                          |            |           |
| Condition 18: Assignment.                      |                          |            |           |
| Insert old Condition 5: Display of information |                          |            |           |
| and signing as Condition 24: Display of        |                          |            |           |
| information and Signing                        |                          |            |           |
| [1]                                               | [2]                      | [3]       | [4]     |
|---------------------------------------------------|--------------------------|-----------|---------|
| Licence Holder                                    | Company                  | Date      | Type of |
| number                                            | Granted                  | Licence   |         |
| Rail Express Systems                              |                          |           |         |
| Limited                                           |                          |           |         |
| 02938991                                          | 31.03.1995               | Passenger |         |
| SNRP                                              |                          |           |         |
| (Charter)                                         |                          |           |         |
|                                                   |                          |           |         |
| [5]                                               | [6]                      |           |         |
| New model                                         | Further specific changes |           |         |
| licence                                           |                          |           |         |
| Model passenger                                   |                          |           |         |
| SNRP                                              |                          |           |         |
|                                                   |                          |           |         |
| Omit model Condition 3: Through Tickets and       |                          |           |         |
| network Benefits.                                 |                          |           |         |
| Omit model Condition 4: Timetabling.              |                          |           |         |
| Omit model Condition 6: Complaints                |                          |           |         |
| Procedure.                                        |                          |           |         |
| Omit model Condition 7: Liaison with the RPC      |                          |           |         |
| and LTUC.                                         |                          |           |         |
| Insert old Condition 9: Restrictions on Certain   |                          |           |         |
| Activities by the Licence Holder as Condition     |                          |           |         |
| 17: Restrictions on Activities. In that Condition |                          |           |         |
| replace "regulator" with "ORR".                   |                          |           |         |
| Insert old Condition 13: Information on Rolling   |                          |           |         |
| Stock and Prices as Condition 19: Information     |                          |           |         |
| on Rolling Stock and Prices.                      |                          |           |         |
| Insert old Condition 14: Transactions entered     |                          |           |         |
| into by the licence holder or a relevant          |                          |           |         |
| business with or for the benefit of associated    |                          |           |         |
| companies or other businesses or activities of    |                          |           |         |
| the licence holder as Condition 20:               |                          |           |         |
| Transactions.                                     |                          |           |         |
| [1]                                             | [2]                                             | [3]        | [4]     |
|-------------------------------------------------|-------------------------------------------------|------------|---------|
| Licence Holder                                  | Company                                         | Date       | Type of |
| number                                          | Granted                                         | Licence    |         |
|                                                 |                                                 | 31.03.1995 | Non-    |
| passenger                                       |                                                 |            |         |
| licence                                         |                                                 |            |         |
|                                                 |                                                 |            |         |
|                                                 |                                                 |            |         |
|                                                 |                                                 |            |         |
|                                                 |                                                 |            |         |
| 31.03.1995                                      | Freight                                         |            |         |
| SNRP                                            |                                                 |            |         |
| Model freight SNRP                              | Insert old Condition 12: Information on Rolling |            |         |
| stock and Prices as new Condition 19:           |                                                 |            |         |
| Information on Rolling Stock and Prices.        |                                                 |            |         |
| [5]                                             | [6]                                             |            |         |
| New model                                       | Further specific changes                        |            |         |
| licence                                         |                                                 |            |         |
| Model non-                                      |                                                 |            |         |
| passenger licence                               |                                                 |            |         |
| Insert old Condition 12: Information on Rolling |                                                 |            |         |
| Stock and Prices as new Condition 19:           |                                                 |            |         |
| Information on Rolling Stock and Prices.        |                                                 |            |         |
| Insert old Condition 13: Transactions entered   |                                                 |            |         |
| into by the licence holder or a relevant        |                                                 |            |         |
| business with or for the benefit of associated  |                                                 |            |         |
| companies or other businesses or activities of  |                                                 |            |         |
| the licence holder as Condition 20:             |                                                 |            |         |
| Transactions.                                   |                                                 |            |         |
| Insert old Condition 13: Transactions entered   |                                                 |            |         |
| into by the licence holder or a relevant        |                                                 |            |         |
| business with or for the benefit of associated  |                                                 |            |         |
| companies or other businesses or activities of  |                                                 |            |         |
| the licence holder as Condition 20:             |                                                 |            |         |
| Transactions                                    |                                                 |            |         |
| [1]                                             | [2]                                    | [3]        | [4]     |
|-------------------------------------------------|----------------------------------------|------------|---------|
| Licence Holder                                  | Company                                | Date       | Type of |
| number                                          | Granted                                | Licence    |         |
|                                                 |                                        | 31.03.1995 | Network |
| licence                                         |                                        |            |         |
| Model network                                   |                                        |            |         |
| licence                                         |                                        |            |         |
| Insert old Condition 11: Information on Rolling |                                        |            |         |
| stock and Prices as new Condition 19:           |                                        |            |         |
| Information on Rolling Stock and Prices         |                                        |            |         |
| Siemens Plc                                     | 00727817                               | 30.11.2005 | LMD     |
| Licence                                         |                                        |            |         |
|                                                 |                                        |            |         |
| Tube Lines Limited                              | 03923425                               | 10.09.2002 | Non-    |
| passenger                                       |                                        |            |         |
| licence                                         |                                        |            |         |
| (previously Infraco JNP                         |                                        |            |         |
| Limited)                                        |                                        |            |         |
|                                                 |                                        |            |         |
| Tyne and Wear                                   |                                        |            |         |
| Passenger Transport                             |                                        |            |         |
| Executive                                       |                                        |            |         |
| Public                                          |                                        |            |         |
| body                                            |                                        |            |         |
| 26.03.2002                                      | Station                                |            |         |
| licence                                         |                                        |            |         |
|                                                 |                                        |            |         |
|                                                 |                                        |            |         |
| [5]                                             | [6]                                    |            |         |
| New model                                       | Further specific changes               |            |         |
| licence                                         |                                        |            |         |
| Insert old Condition 12: Transactions entered   |                                        |            |         |
| into by the licence holder or a relevant        |                                        |            |         |
| business with or for the benefit of associated  |                                        |            |         |
| companies or other businesses or activities of  |                                        |            |         |
| the licence holder as Condition 20:             |                                        |            |         |
| Transactions                                    |                                        |            |         |
| Model LMD licence                               | Insert old Condition 13: Assignment as |            |         |
| Condition 18: Assignment.                       |                                        |            |         |
| Model non-                                      |                                        |            |         |
| passenger licence                               |                                        |            |         |
| Omit model Condition 8: RSSB Membership.        |                                        |            |         |
| Model station                                   |                                        |            |         |
| licence                                         |                                        |            |         |
| Omit model Condition 15: Co-operation with      |                                        |            |         |
| Transport for London.                           |                                        |            |         |
| [1]                                               | [2]                      | [3]       | [4]     |
|---------------------------------------------------|--------------------------|-----------|---------|
| Licence Holder                                    | Company                  | Date      | Type of |
| number                                            | Granted                  | Licence   |         |
| Wensleydale Railway                               |                          |           |         |
| Plc                                               |                          |           |         |
| 04093919                                          | 23.04.2003               | Network   |         |
| licence                                           |                          |           |         |
| Model network                                     |                          |           |         |
| licence                                           |                          |           |         |
| Insert old Condition 5: Stewardship of the        |                          |           |         |
| Licence Holder's Network as Condition 23:         |                          |           |         |
| Stewardship.                                      |                          |           |         |
| 23.04.2003                                        | Station                  |           |         |
| licence                                           |                          |           |         |
|                                                   |                          |           |         |
| West Coast Railway                                |                          |           |         |
| Company Limited                                   |                          |           |         |
| 03066109                                          | 17.06.1998               | Passenger |         |
| SNRP                                              |                          |           |         |
| (Charter)                                         |                          |           |         |
| [5]                                               | [6]                      |           |         |
| New model                                         | Further specific changes |           |         |
| licence                                           |                          |           |         |
| Insert old Condition 11: Restriction on Use of    |                          |           |         |
| Certain Information as Condition 26:              |                          |           |         |
| Restriction on Use of Certain Information.        |                          |           |         |
| Model station                                     |                          |           |         |
| licence                                           |                          |           |         |
| Omit model Condition 15: Co-operation with        |                          |           |         |
| Transport for London.                             |                          |           |         |
| Model passenger                                   |                          |           |         |
| SNRP                                              |                          |           |         |
| Omit model Condition 3: Through Tickets and       |                          |           |         |
| Network Benefits.                                 |                          |           |         |
| Replace model Condition 4: Timetabling with       |                          |           |         |
| old Condition 13: Timetabling. In that Condition  |                          |           |         |
| replace "Railtrack PLC" with "Network Rail".      |                          |           |         |
| Insert old Condition 11: Restrictions on Certain  |                          |           |         |
| Activities by the Licence Holder as Condition     |                          |           |         |
| 17: Restrictions on Activities. In that Condition |                          |           |         |
| replace "regulator" with "ORR" and "tram" with    |                          |           |         |
| "train".                                          |                          |           |         |
|                                                   |                          |           |         |