Annex B
OPRAF/ROSCO AGREEMENT
An agreement was entered into between the Franchising
Director appointed under Section 1 of the Railways Act 1993 and
Porterbrook on 4 May, 1995.
The OPRAF/ROSCO Agreement relates to Rolling
Stock acquired by Porterbrook on privatisation of the railway.
It provides similar comfort to the Franchising Director as the
Direct Agreements save in relation not to new trains but to pre-privatisation
stock.
The agreement requires Porterbrook to notify
the Franchising Director as soon as it proposes to serve a notice
of default on any TOC in relation to any Extended Lease. Porterbrook
agrees not to terminate any Lease for a period of at least 14
days following notification to the Franchising Director without
the Franchising Director's prior written consent. Unless the Franchising
Director gives consent within one day after the date of receipt
of Porterbrook's notice, the Franchising Director shall indemnify
Porterbrook in respect of any liabilities accruing or arising
under such a Lease during the period from the date of notification
to the Franchising Director to the expiry of 14 days or, if Porterbrook
agrees not to terminate the relevant Lease by reason of a default
in relation to which Porterbrook has been provided with assurances
on terms satisfactory to it that such default would be cured as
soon as reasonably practicable, the date on which it has agreed
such default will be cured.
If the Franchising Director procures that any
default by a TOC is cured within the relevant 14 day period or
provides assurances on terms satisfactory to Porterbrook that
such default will be cured as soon as reasonably practicable then
Porterbrook has agreed that it will not terminate the relevant
Lease by reason of such default unless the default is not cured
within the agreed period.
Porterbrook also grants the Franchising Director
the option, where Porterbrook is permitted and does proceed with
the termination of a Lease, to require Porterbrook to grant a
new lease to the Franchising Director (or a company wholly-owned
by the Franchising Director) of the Rolling Stock previously the
subject of the terminated Lease on the same terms as the terminated
Lease at the date of termination. The new lease shall commence
on the date of the termination of the terminated Lease and shall
itself terminate on:
(i) the date of the next timetable change
applicable to the British Railways Industry which falls at least
12 months after the date of termination of the terminated Lease;
or
(ii) if earlier, the date on which the terminated
Lease would have expired by effluxion of time; or
(iii) such other date as the Franchising
Director and Porterbrook may agree.
The Franchising Director also has the option
to extend a new lease scheduled to expire on the date of a timetable
change.
If the Franchising Director serves a notice
on Porterbrook that it is terminating a TOC's franchise agreement,
Porterbrook has agreed that it will, at the request of the Franchising
Director, terminate the Leases of that TOC in accordance with
the terms of such Leases. In turn, the Franchising Director, as
a condition of termination of such Leases, has agreed to take
on the Leases (either himself or through a company wholly-owned
by himself) of the relevant Rolling Stock on the same terms as
the terminated Leases at the date of termination. Such new leases
shall terminate as set out in the previous paragraph.
Porterbrook has agreed with the Franchising
Director that it will not, inter alia, permit any security interest
to exist over its rights under the Leases without the consent
of the Franchising Director or unless the beneficiary of such
security shall have entered into a Deed of Accession in the form
set out in the OPRAF/ROSCO Agreement which provides that such
security holder will be bound by and entitled to the benefit of
provisions equivalent to those contained in the OPRAF/ROSCO Agreement.
The Security Trustee will enter into a Deed of Accession as set
out above on the Closing Date.
The OPRAF/ROSCO Agreement is governed by English
law.
| 
