F-4

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on May 28, 2004.

Registration No. 333–

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Ingeniør M.O. Schøyens Bilcentraler AS (Exact name of registrant as specified in its charter)	Concordia Bus Nordic Holding AB Concordia Bus Nordic AB (publ) Alpus AB Enköping-Bålsta Fastighetsbolag AB Interbus AB Malmfältens Omnibus AB Swebus AB Swebus Busco AB Swebus Express AB Swebus Fastigheter AB (Exact name of registrant as specified in its charter)	Concordia Bus Finland Oy Ab (Exact name of registrant as specified in its charter)
Norway (State or other jurisdiction of incorporation or organization)	Sweden (State or other jurisdiction of incorporation or organization)	Finland (State or other jurisdiction of incorporation or organization)

Not Applicable
(I.R.S. Employer Identification No.)

Solna Strandväg 78, SE-171 54,
Solna, Sweden 011 46 85 46 30 000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

4100
(Primary Standard Industrial Classification Code Number)

CT Corporation System
111 Eighth Avenue, New York, NY 10011 (212) 894-8600
(Address, including zip code, and telephone number, including
area code, of agent for service of process)

Copies of Communications to:
Robert S. Trefny, Esq.
Clifford Chance Limited Liability Partnership
10 Upper Bank Street
London E14 5JJ United Kingdom

        Approximate date of commencement of proposed sale to the public: As soon as possible after the effective date of this Registration Statement.

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price	Amount of registration fee
9.125% Senior Secured Notes Due August 1, 2009	$157,326,000.00(2)	100%	$157,326,000.00	$19,933.20(3)

(1)

Estimated solely for the purpose of computing the amount of the registration fee.

(2)

The €130,000,000 face amount of the Senior Secured Notes has been translated into dollars at the rate of $1.2102 per €1.00, the noon buying rate for euro published by the Federal Reserve Bank of New York on May 26, 2004.

(3)

In accordance with Rule 457(f)(1) under the Securities Act of 1933, the filing fee has been calculated on the basis of the market value of the Notes to be received by the Registrants in the exchange offer using the noon buying rate for cable transfers of euros as reported by the Federal Reserve Bank of New York as of May 26, 2004 of $1.2102 per €1.00.

        The registrant hereby amends the registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Exchange Offer for
€130,000,000
Concordia Bus Nordic AB (publ)

9.125% Senior Secured Notes due August 1, 2009

We are offering to exchange our 9.125% Senior Secured Notes due August 1, 2009, which we refer to as the Exchange Notes, for all of our 9.125% Senior Secured Notes due August 1, 2009, which we refer to as the Old Notes. An aggregate principal amount of €130,000,000 of the Old Notes are outstanding.

TERMS OF THE EXCHANGE OFFER:

•

Exchange Offer Expiration Date
5:00 p.m. central european time on                          , 2004, unless extended.



•

Exchange Ratio
You will receive €1,000 principal amount of Exchange Notes for each €1,000 principal amount of Old Notes that you validly tender.



•

Withdrawal Rights
You may withdraw a tender of the Old Notes at any time prior to the expiration date.

TERMS OF THE EXCHANGE NOTES:

•

Substantially Identical to Old Notes
The terms of the Exchange Notes are substantially identical to those of the Old Notes, except that you can freely trade the Exchange Notes in the United States.



•

Ranking
The Exchange Notes will be senior secured debt of Concordia, ranking equally with all of its existing and future senior unsecured debt and senior in right of payment to its existing and future subordinated debt, if any.



The Exchange Notes will rank senior to all of our future junior subordinated indebtedness.

This investment involves risks. You should read "Risk Factors" beginning on page 16.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                          , 2004.

TABLE OF CONTENTS

        You should rely on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the Securities and Exchange Commission a registration statement on Form F-4 under the Securities Act of 1933 to register the exchange offer contemplated in this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information presented in the registration statement. For further information about us, the exchange offer and any document referred to in this prospectus, you should refer to the registration statement and its exhibits.

        The registration statement, its exhibits and schedules, reports and other information that we have filed with or furnished to the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also contact the Commission at 1-800-SEC-0330 and at its regional offices at 7 World Trade Center, 13^th Floor, New York, New York, 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can obtain copies of this material by mail from the Public Reference section of the Commission, 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believe," "estimate," "anticipate," "expect," "intend," "continue," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear under the headings "Summary," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this prospectus and include statements regarding our

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intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

        By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause those differences include, but are not limited to:

•

our substantial leverage and our ability to meet our debt service obligations;



•

our ability to win and/or renew public contracts;



•

downward pressure on prices resulting from competition in our industry;



•

our exposure to cost increases that may not be sufficiently accounted for by the indexation terms in our contracts;



•

potential changes in the funding provided to transportation authorities by governments;



•

our ability to win contracts with a margin and return on capital commensurate with our cost structure;



•

our ability to forecast the costs associated with contracts successfully;



•

our ability to take advantage of terms in our lease agreements;



•

our relations with our employees;



•

our exposure to fluctuations in fuel prices;



•

possible financial losses pursuant to our hedging strategies; and



•

our exposure to currency exchange rate fluctuations.

        We undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise. Furthermore, these forward-looking statements may be materially impacted by the factors listed under the section "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. You should not interpret statements regarding past trends or activities as representations that those trends or activities will continue in the future.

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

        Concordia is organized under the laws of Sweden and the Guarantors are organized under the laws of Sweden, Norway and Finland. All of our directors, executive officers and our subsidiaries and the independent auditors named in this prospectus are non-residents of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against any of them judgments of US courts predicated upon civil liabilities under US federal securities laws. Although we agree under the terms of the indenture relating to these Notes to accept service of process in the United States by an agent designated for such purpose, it may not be possible for investors to (i) effect service of process within the United States upon our officers and directors and the independent auditors named herein and to (ii) realize

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in the United States upon judgments against such persons obtained in such courts predicated upon civil liabilities of such persons, including any judgments predicated upon US federal securities laws to the extent such judgments exceed such person's US assets. There is also doubt as to the enforceability in Sweden, Norway and Finland, in original actions or in actions for enforcement, of judgments of US courts predicted upon the civil liability provisions of the federal securities laws of the United States.

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

        Unless otherwise indicated, references in this prospectus to "SEK," "Swedish Krona" or "Swedish Kronor" are to the lawful currency of Sweden; references to "euro" or "€" are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; references to "Norwegian Kroner" or "NOK" are to the lawful currency of Norway; and references to "US dollars" or "$" are to the lawful currency of the United States of America.

        We prepare our consolidated financial statements in Swedish Kronor. For information regarding recent rates of exchange between Swedish Kronor and US dollars, see the section "Exchange Rates."

        The consolidated financial statements of Concordia Bus Nordic Holding AB are prepared in accordance with accounting principles generally accepted in Sweden ("Swedish GAAP"), which differ in certain respects from generally accepted accounting principles in certain other countries. The significant differences between Swedish GAAP and accounting principles generally accepted in the United States of America ("US GAAP") are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

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SUMMARY

The following summary contains basic information about us and the exchange offer. Because this is a summary, it does not contain all the information that may be important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire document, including Concordia Bus Nordic Holding AB's consolidated financial statements included herein and the notes thereto, and the documents we have referred you to.

You can obtain copies of documents described in, but not included or delivered with this prospectus, without charge to you upon written or oral request. You must address your request to Vasant Mistry, Chief Financial Officer, Concordia Bus Nordic AB (publ), Solna Strandväg 78, SE-171 54 Solna, Sweden. To obtain timely delivery, you must request the information no later than         , 2004.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to it to any broker-dealer that requests additional copies of the prospectus in the letter of transmittal. Until             , 2004, all dealers effecting transactions in the Exchange Notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

The information set out in sections of this prospectus describing clearing arrangements is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream, which we refer to as the clearing systems, currently in effect. Investors wishing to use the facilities of any of the clearing systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant clearing system. We will have no responsibility or liability for any aspect of the records relating to, or payments made on account of, book-entry-interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to these book-entry-interests.

Unless otherwise stated in this prospectus or unless the context otherwise requires, references to "Concordia," "we," "us" or "our" are to Concordia Bus Nordic AB and, as the context may require, its subsidiaries; references to "our indirect Parent" are to Concordia Bus AB (publ) and, as the context may require, its subsidiaries; references to "our direct Parent" or "the Parent Guarantor" are to Concordia Bus Nordic Holding AB and, as the context may require, its subsidiaries; references to "Swebus" are to Swebus AB; references to "Concordia Finland" are to Concordia Bus Finland Oy Ab; references to "SBC" are to Ingeniør M.O. Schøyens Bilcentraler AS; references to "SG" or the "Schøyen Group" are to Schøyen Gruppen AS; and references to "Bus Holdings" are to Bus Holdings S.a.r.l.

Overview

        We provide public bus transportation services in Sweden, Norway and Finland, operating through our three main operating subsidiaries: Swebus, SBC and Concordia Finland, respectively. We also provide express bus and coach hire services. In Sweden, we currently operate 3,156 buses, and are the largest operator through Swebus, with an estimated market share of approximately 31.3% of the public bus transportation market (measured by the number of buses in operation). In Norway, SBC currently operates 405 buses and has an estimated 20% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities. In Finland, Concordia Finland currently operates 347 buses and is the second largest operator in the greater Helsinki area with a market share of approximately 26%.

        For the year ended February 29, 2004, we had net revenue of SEK 4,761 million.

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Business Strengths and Strategy

        Our business strengths include:

•

Leading market position;



•

Steady revenue streams from long-term contracts;



•

Favorable price environment for operators;



•

Sophisticated resource management systems; and



•

Substantially strengthened management team.

        Our principal objectives are to maximize our profitability, cash flow and return on capital. To those ends, our strategies include:

•

Renewing contracts on improved terms;



•

Improving indexing in contracts to reflect operating costs more closely;



•

Optimizing capital allocation and return on bus fleet investment;



•

Increasing productivity and realizing expected cost savings;



•

Fuel price hedging; and



•

Selectively expanding our operations.

        See "Business—Business Strengths and Strategy."

Our Address

        Our principal executive office is located at Solna Strandväg 78, SE-171 54, Solna, Sweden, and our telephone number is +46 85 46 30 000.

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Corporate Structure

        The following chart sets forth the corporate structure of Concordia.

(a)

Bus Holdings is an affiliate of Goldman Sachs International.

(b)

Under the terms of a management services agreement, Concordia Bus Management AS has agreed with Concordia Bus BV to provide specified management services to Concordia Bus BV and its subsidiaries. See "Principal Shareholders and Related Party Transactions" for a description of the management services agreement.

(c)

Concordia Bus Nordic Holding AB, Swebus AB, Swebus Busco AB, Swebus Express AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler AS, Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Malmfältens Omnibus AB and Enköping-Bålsta Fastighetsbolag AB as guarantors (the "Guarantors").

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The Exchange Offer

        The exchange offer applies to the €130,000,000 aggregate principal amount at maturity of the Old Notes. The form and terms of the Exchange Notes are the same as the form and terms of the Old Notes except that the Exchange Notes have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer. The Exchange Notes will be entitled to the benefits of the Indenture under which the Old Notes were issued. We sometimes refer to the Old Notes and the Exchange Notes collectively in this prospectus as the "Notes". You should read "Description of Notes" for additional information about the terms of the Notes.

The Exchange Offer	We are offering to exchange each €1,000 principal amount of Exchange Notes for each €1,000 principal amount of Old Notes. As of the date hereof, Old Notes representing €130,000,000 aggregate principal amount at maturity are outstanding.
	To be exchanged, an outstanding Old Note must be properly tendered by you and accepted by us. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. If you wish to tender your Old Notes for exchange in the exchange offer, you must send your response to the exchange agent on or prior to the expiration date. We will issue Exchange Notes on or promptly after the expiration of the exchange offer.
Resale of the Exchange Notes	Based on an interpretation by the staff of the Securities and Exchange Commission set forth in interpretive letters issued to third parties, we believe that the Exchange Notes may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act, if you are not our affiliate and the Exchange Notes issued in the exchange offer are being acquired by you in the normal course of business.
	Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where those Old Notes were acquired by that broker-dealer as a result of its market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. You should read "Plan of Distribution". If you are a broker-dealer who purchased Old Notes directly from us for resale, you may not participate in the exchange offer.

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Registration Rights Agreements	We sold the Old Notes on January 16, 2004 in a private placement. In connection with the sale, we executed an Exchange and Registration Rights Agreement for the benefit of the purchasers under which we agreed to effect the exchange offer. You should read the information under the heading "Purpose and Effect" in "The Exchange Offer".
Expiration Date	The exchange offer will expire at 5:00 p.m., central european time,                          , 2004, or at a later date and time to which it is extended. Any Old Notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the exchange offer.
Withdrawal	You may withdraw your tender of Old Notes during the exchange offer at any time prior to 5:00 p.m., central european time, on the expiration date.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, some of which may be waived by us. You should read the information under the heading "Conditions" in "The Exchange Offer" for a description of these conditions.
Procedures for Tendering Old Notes	Prior to tendering any Old Notes, you should read this prospectus and the letter of transmittal. In addition, you must comply with the procedures established by Euroclear and/or Clearstream, as the case may be, prior to the expiration date. By executing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things,
	•	the Exchange Notes acquired under the terms of the exchange offer are being obtained by you in the ordinary course of your business, whether or not you are the holder of the Old Notes,
	•	neither you nor anyone else receiving the Notes from you intend to engage in a distribution of those Exchange Notes,
	•	neither you nor anyone else receiving the Notes from you has an arrangement or understanding with any person to participate in the distribution of those Exchange Notes,
	•	neither you nor anyone else receiving the Notes from you is an affiliate of us, and
	•	if you are a broker-dealer, you acquired the Old Notes as a result of market-making or other trading activities and will deliver a copy of this prospectus in connection with any resale of Exchange Notes.

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	Under the terms of the Exchange and Registration Rights Agreement, we are required to file a registration statement for a continuous offering in respect of the Old Notes if existing interpretations of the Securities and Exchange Commission are changed so that the Exchange Notes received by you in the exchange offer are not or would not be, upon receipt, transferable by you (unless you are our affiliate) without restriction under the Securities Act.
Acceptance of Old Notes and Delivery of Exchange Notes	We will accept for exchange any and all Old Notes which you properly tender prior to 5:00 p.m., central european time, on the expiration date. We will issue the Exchange Notes promptly following the expiration date.
Exchange Agent	Deutsche Bank AG London is serving as exchange agent for the exchange offer. They can be reached by telephone at +(44) 20-7545-8000 for more information.
United States Tax Considerations	The exchange under the terms of the exchange offer will not be a taxable event for US federal income tax purposes. You should read the information under the heading "United States Federal Tax Considerations—Sale, Exchange, Retirement and Other Disposition of the Notes" in "Certain Tax Considerations".
Effect of Not Tendering	If you choose not to tender your Old Notes, or if they are not accepted, the existing transfer restrictions will continue to apply. We do not have any further obligation to provide for the registration of the Old Notes under the Securities Act. Old Notes will, following consummation of the exchange offer, bear interest at the same rate as the Exchange Notes.

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Summary of Key Terms of the Exchange Notes

        The Exchange Notes are registered under the Securities Act and accordingly are not subject to several restrictions on transfer applicable to the Old Notes. Except as provided in the previous sentence, the Exchange Notes have terms and conditions identical in all material respects to those of the Old Notes. Accordingly, the following description of the Notes applies equally to the Old Notes and the Exchange Notes.

Issuer	Concordia Bus Nordic AB (publ), a Swedish limited liability company.
Notes Offered	€130 million principal amount of 9.125% Senior Secured Notes due August 1, 2009.
Guarantors	Each of our operating subsidiaries (together, "Subsidiary Guarantors") and our direct Parent (together with the Subsidiary Guarantors, the "Guarantors") will guarantee the Notes on a senior basis (the "Subsidiary Guarantees" and the "Holding Guarantee," respectively, and together the "Note Guarantees"). Under the Indenture, other subsidiaries may also in the future be required to become Subsidiary Guarantors. Each future Subsidiary Guarantor will become a Guarantor upon execution of a supplemental indenture. For each future Guarantor, a supplemental listing prospectus will be filed with the Luxembourg Stock Exchange and notices will be published in accordance with the rules of the Luxembourg Stock Exchange and provided to the Trustee and the Collateral Agent.
Issue Price	100%, plus accrued interest from January 22, 2004.
Maturity Date	August 1, 2009.
Sinking Fund	None.
Interest	Interest accrues at an annual rate of 9.125%.
	Payment frequency: every six months on each February 1 and August 1.
	First payment August 1, 2004.
Ranking of the Notes and Note Guarantees	The Notes will be our general obligations that rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Notes. The Notes will be at least pari passu with all our existing and future unsecured liabilities that are not so subordinated and will effectively rank senior in right of payment to our unsecured liabilities with respect to the value of the Collateral securing the Notes and the Note Guarantees (subject to any priority rights for such unsecured liabilities pursuant to applicable law). The Note Guarantees will be general obligations of the respective Guarantors, ranking senior in right of payment to any existing and future indebtedness that is expressly subordinated in right of payment to such Note Guarantees. The Note Guarantees will be at least pari passu with all existing and future unsecured liabilities of the respective Guarantors that are not so subordinated and will rank effectively senior in right of payment to the unsecured liabilities of those Guarantors with respect to the value of the Collateral securing the Note Guarantees (subject to any priority rights for such unsecured liabilities pursuant to applicable law).

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	The Note Guarantees may be limited in amount and enforceability by applicable laws as described under "Risk Factors."
Release of the Note Guarantees	A Note Guarantee given by a Guarantor may be released in certain circumstances, including:
	(1) Upon repayment in full of the Notes;
	(2) upon a legal defeasance or covenant defeasance as described under the caption "Description of Notes—Defeasance;"
	(3) upon the designation by us of a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of the Indenture;
	(4) upon the sale of a Subsidiary Guarantor in compliance with the terms of the Indenture (including the covenant described under the caption "Description of Notes—Certain Covenants—Limitation on sales of Assets and Subsidiary Stock") resulting in such Subsidiary Guarantor no longer being a Restricted Subsidiary, so long as (a) such Subsidiary Guarantor is simultaneously released from its obligations in respect of any of our other indebtedness or any indebtedness of any other Restricted Subsidiary and (b) the proceeds from such sale or disposition are used for the purposes permitted or required by the Indenture; or
	(5) upon release or discharge (other than as a result of the payment thereof), to the extent then existing, of the guarantee or security granted by a Subsidiary Guarantor that resulted in the issuance of the Subsidiary Guarantee pursuant to the covenant described under "Description of Notes—Certain Covenants—Limitations on Issuances of Guarantees of Indebtedness; Release of Guarantees."

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Security	The Notes will benefit from (i) a pledge by our direct Parent of the shares in Concordia, (ii) a pledge by Concordia of the shares of all of its operating subsidiaries, (iii) certain other security, including a pledge by Swebus Busco AB of all of the buses it owns (with a book value at February 29, 2004 of approximately SEK 1,268 million), which represents substantially all of the tangible fixed assets of Concordia and its operating subsidiaries, and a pledge by Swebus AB of a floating charge over its assets securing an amount up to SEK 100 million and (iv) a pledge by Concordia of certain secured intercompany loans (the "Guarantor Intercompany Loans") to Swebus AB and Swebus Busco AB, in the amounts of SEK 200 million and SEK 800 million, respectively, pursuant to which a second ranking security interest over certain assets of those Guarantors has been granted to Concordia. The Indenture in respect of the Notes will include certain intercreditor arrangements between Concordia and the Trustee with respect to the Collateral securing such intercompany loans. The enforceability of the Security and the amounts recoverable thereunder may be limited by applicable laws. See "Risk Factors—Risks Related to the Notes—Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions." See "Description of Notes."
Optional Redemption	Before February 1, 2007, we may redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of one or more public offerings of our or our ultimate parent company's (Concordia Bus BV's) equity at the redemption price listed under "Description of Notes—Optional Redemption."
	On or after February 1, 2007, we may redeem some or all of the Notes at any time at the redemption prices listed under "Description of Notes—Optional Redemption."
Repurchase at Option of Holders	If we experience specific kinds of changes of control or if we sell certain assets without having met certain conditions, we must offer to repurchase the Notes at the prices listed under the headings "Change of Control Event" and "Asset Sales" in the section "Description of Notes."
Basic Covenants of Indenture	The Indenture governing the Notes appoints Deutsche Bank Trust Company Americas, as Trustee. The indenture, among other things, restricts our ability and the ability of our subsidiaries to: incur additional debt; pay or repurchase shares or junior debt; make investments; use assets as security in other transactions; enter into transactions with affiliates; issue or sell shares in subsidiaries; dispose of assets; or merge or consolidate with or into other companies. For more details, see "Description of Notes—Asset Sales" and "—Certain Covenants."

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Listing
The Notes are listed on the Luxembourg Stock Exchange.

10

Risk Factors

        You should consider carefully all the information set forth in this prospectus and, in particular, should evaluate the specific factors involved with an investment in the Exchange Notes under the section "Risk Factors" beginning on page 16.

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Summary Consolidated Historical Financial and Operating Data

        Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

        The following tables set forth summary consolidated financial data derived from audited financial statements of Concordia Bus Nordic Holding AB as of and for the years ended February 28, 2002, February 28, 2003 and February 29, 2004. This information should be read in conjunction with the sections "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        The consolidated financial statements of Concordia Bus Nordic Holding AB have been prepared in accordance with Swedish GAAP, which differ in certain significant respects from US GAAP. The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

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CONCORDIA BUS NORDIC HOLDING AB

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(in millions, except per share amounts and operating data)

		As of and for the year ended
		February 28,
						February 29, 2004
		2002		2003
		SEK		SEK		SEK
Statement of Operations
Net revenue		4,226		4,758		4,761
Operating expenses		(3,999	)	(4,505	)	(4,544	)
Gain (loss) on sale of fixed assets		20		(4	)	6
Depreciation, amortization and impairments		(362	)	(372	)	(331	)
Operating loss		(115	)	(123	)	(108	)
Financial income and expense, net(a)		(104	)	(105	)	(146	)
Income taxes		46		49		83
Net loss		(173	)	(179	)	(171	)
Net loss per share (in thousands of SEK)		(577	)	(596	)	(572	)
Balance Sheet Data
Total fixed assets		2,321		2,127		1,827
	Of which: buses	1,971		1,793		1,491
Total current assets		1,035		757		1,024
Total shareholder's equity		692		412		235
Total provisions		269		198		146
Total non-current liabilities		1,652		858		1,216
Total current liabilities		743		1,416		1,254
Total debt		1,691		1,497		1,589
	Of which: Subordinated Shareholder Loan, net(b)	631		494		368
	Of which: senior debt(c)	1,060		1,003		1,221
Cash Flow Data
Cash flow from operations		39		(66	)	24
Cash flow from investing activities		274		(136	)	(11	)
Cash flow from financing activities		(78	)	(95	)	152
Total capital expenditures		43		216		32
	Of which: capital expenditures on buses	21		182		15
US GAAP:
Net loss		(188	)	(168	)	(127	)
Basic and diluted loss per share (in thousands of SEK)		(626	)	(560	)	(425	)
Shareholder's equity, end of year		1,231		952		826
Selected Operating Data
Number of buses at year end:
	Owned and under financial leases	2,866		2,793		2,591
	Under operating leases	784		1,156		1,317
Total buses operated at year end		3,650		3,949		3,908
Average number of employees during the year		6,924		7,484		7,512
Kilometers of service provided during the year (in thousands)		249,169		270,404		257,672
Other Financial Data
Operating lease rental expense		230		350		388
Net present value of operating leases(d)		748		1,003		957

(a)

Includes financing costs and other financial charges and unrealized exchange rate gains and losses on loans denominated in foreign currency. The net foreign currency exchange gains and losses represented SEK 3 million, SEK 4 million and SEK (7) million for the years ended February 28, 2002 and 2003 and February 29, 2004, respectively.

(b)

The Subordinated Shareholder Loan, net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by Concordia Bus AB (publ) from Concordia Bus Nordic Holding AB and its subsidiaries in exchange for tax losses from Concordia Bus AB (publ) and cash payments from Concordia Bus Nordic Holding AB to Concordia Bus AB (publ) relating to servicing the Parent Notes. For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from Our Indirect Parent."

(footnotes continued on following page)

13

(c)

Total senior debt includes long-term senior debt and the short-term portion of long-term senior debt including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan. Concordia Bus Nordic Holding AB believes that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt Concordia Bus Nordic Holding AB owes that historically was ranked pari passu with the Notes.

(d)

Net present value of operating leases represents the net present value of future minimum lease payments for vehicles, real estate and certain other leased assets under operating lease arrangements.

14

RECONCILIATION OF CERTAIN FINANCIAL DATA TO ACCOUNTS OF CONCORDIA BUS AB

Concordia Bus AB (publ) is subject to certain provisions of the periodic reporting and other information requirements of the Exchange Act. The following table reconciles certain line items of the financial statements of Concordia Bus Nordic Holding AB with the corresponding line items of the accounts of Concordia Bus AB (publ). Amounts in each reconciling line item set forth below were recognized or incurred by Concordia Bus AB (publ) but were not recognized or incurred by Concordia Bus Nordic Holding AB.

		As of and for the year ended
		February 28,				February 29,
		2002		2003		2004
		SEK		SEK		SEK
Operating loss—Concordia Bus Nordic Holding AB		(115	)	(123	)	(108	)
	Management charges, net	3		(15	)	(11	)
	Professional fees to third parties(a)	(3	)	(2	)	(4	)
	Goodwill amortization	(32	)	(32	)	(32	)
Operating loss—Concordia Bus AB		(147	)	(172	)	(155	)
Financial income and expenses, net—Concordia Bus Nordic Holding AB		(104	)	(105	)	(146	)
	Parent Notes interest	(108	)	(160	)	(161	)
	Financial income in Concordia Bus AB	5		—		1
	Amortization of deferred financing costs	(7	)	(10	)	(10	)
	Foreign exchange gains and losses on Parent Notes, net	—		(6	)	(15	)
	Subordinated Shareholder Loan interest elimination, net	(3	)	26		23
Financial interest income and expenses net—Concordia Bus AB		(217	)	(255	)	(308	)
Total senior debt—Concordia Bus Nordic Holding AB(b)		1,060		1,003		1,221
	Parent Notes	1,454		1,460		1,475
Total debt—Concordia Bus AB		2,514		2,463		2,696
Cash and bank balances—Concordia Bus Nordic Holding AB		480		180		346
	Cash and balances in Concordia Bus AB	—		19		—
	Utilized overdraft facility in Concordia Bus AB	(58	)	—		—
Cash and bank balances—Concordia Bus AB		422		199		346

(a)

Third parties are entities not included in the Concordia Bus BV group of companies (as depicted under the caption "Summary—Corporate Structure").

(b)

Total senior debt includes long-term senior debt and the short-term portion of long term senior debt including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan.

15

RISK FACTORS

Prior to investing in the Notes, prospective investors should consider the following risk factors, together with the other information set forth in this prospectus. This section of the prospectus describes important risks that may cause actual results or performance to differ materially from the results or performance described in the forward-looking statements throughout this prospectus.

Risks Related to the Notes

Concordia is a holding company with no revenue generating operations of its own. We expect that our direct Parent and our indirect Parent will seek to cause us to make funds available for interest payments under the Parent Notes.

        Concordia is a holding company. Our principal asset is our investment in our subsidiaries. We conduct no business or operations except through direct and indirect subsidiaries. Our ability to service our indebtedness, including the Notes, is entirely dependent upon the receipt of funds from our subsidiaries by means of dividends, interest, intercompany loans or otherwise. The ability of our subsidiaries to make those funds available to us is subject to, among other things, applicable corporate and other laws and restrictions contained in agreements to which such subsidiaries may be subject. We cannot assure you that our subsidiaries will be in a position to make funds available to us. Although the indenture related to the Notes limits the ability of such subsidiaries to enter into consensual restrictions on their ability to pay dividends and make other payments to us, such limitations are subject to a number of significant qualifications. See the section "Description of Notes." This could have a material adverse effect on our financial condition.

        In addition, we are a wholly-owned indirect subsidiary of our indirect Parent, which is required by the terms of the Parent Notes to make semi-annual interest payments on the Parent Notes, which bear interest at 11%. A portion of the net proceeds received from the issuance of the Parent Notes was loaned to us by our indirect Parent pursuant to the Subordinated Shareholder Loan, which is a subordinated intercompany loan and which bears interest at a rate of 11% and matures on February 14, 2010. Payments made by us in respect of the Subordinated Shareholder Loan will not be sufficient to allow our indirect Parent to make interest payments on the Parent Notes. In addition to the payments we make in respect of the Subordinated Shareholder Loan, therefore, we expect that our direct Parent, which is entirely dependent upon the receipt of funds from us and our subsidiaries and whose interests may conflict with holders of the Notes, will seek for us to make funds available to it so that our indirect Parent may make interest payments on the Parent Notes. The terms of the Notes will permit us to make distributions to our Parents, whether in the form of dividends, distributions, advances or otherwise for the purpose of making these semi-annual interest payments. This could have a material adverse effect on our financial condition.

To service our debt, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our debt, including the Notes, will depend on our subsidiaries' ability to generate cash in the future and our subsidiaries' ability to generate distributable earnings or other funds available for that purpose. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

        Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations and available cash will be adequate to meet our future liquidity and debt service needs. However, we cannot assure you that (1) our business will generate sufficient cash flow from operations, particularly if our bus fleet grows more rapidly than anticipated, with the associated increase in operating lease costs, (2) currently anticipated cost savings, fleet management strategies and operating improvements will be realized

16

on schedule, or at all or (3) future borrowings will be available to us in an amount sufficient to enable us to make required payments on, and redemptions of, our debt, including these Notes, or to fund our other liquidity needs.

        We sustained operating losses of SEK 108 million for the year ended February 29, 2004, SEK 123 million for the year ended February 28, 2003 and SEK 115 million for the year ended February 28, 2002.

        We may need to refinance all or a portion of our and our subsidiaries' debt, including the Notes, on or before maturity. We may not be able to refinance any of such debt, including debt under the Notes, on commercially reasonable terms or at all, which could have a material adverse effect on our business.

        Further, our indirect Parent's ability to make payments on the Parent Notes is currently wholly dependent upon our and our subsidiaries' ability to make payments in connection with the Subordinated Shareholder Loan, as well as our and our subsidiaries' ability to generate distributable earnings for that purpose. Although we believe that, after making payments permitted in respect of the Subordinated Shareholder Loan, we will have available distributable earnings to make payments in respect of the Parent Notes, we cannot assure you we will have sufficient distributable earnings to do so. Any failure to provide funds to our direct Parent sufficient to make interest payments on the Parent Notes could result in a default under the Parent Notes, which could have a material adverse effect on our business.

Our substantial leverage could adversely affect our ability to run our business.

        We have now and will continue to have a significant amount of debt. As of February 29, 2004, our total consolidated debt was approximately SEK 1,589 million, of which total consolidated senior debt was approximately SEK 1,221 million and our shareholders equity was SEK 235 million. We also have substantial liabilities in the form of our operating lease payments.

        In addition, we expect that our direct Parent and our indirect Parent will seek to cause us to make funds available to them, in excess of our obligations in respect of the Subordinated Shareholder Loan, in respect of our indirect Parent's interest payment obligations under the Parent Notes. See "Risk Factors—Risks Related to the Notes—Concordia is a holding company with no revenue generating operations of its own. We expect that our direct Parent and our indirect Parent will seek to cause us to make funds available for interest payments under the Parent Notes."

        Our and our subsidiaries' substantial debt, and such need to provide funds to our direct Parent, could have important consequences for you. For example, it could among other things:

•

make it more difficult for us to satisfy our obligations under the Notes;



•

limit our ability to fund our working capital, capital expenditures and general corporate requirements;



•

limit our ability to borrow additional funds;



•

limit our ability to enter into operating leases for buses;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the funds available to us for other purposes;



•

make us more vulnerable to economic downturns; and



•

reduce our flexibility to respond to changing business and economic conditions.

        In addition, we and our subsidiaries may be able to incur substantial additional debt in the future. The terms of the indenture restrict but do not fully prohibit us and our subsidiaries from

17

borrowing after completion of this offering, and some of those borrowings may be secured. To the extent one or more of the Note Guarantees may be limited in value, or unenforceable, as a result of applicable laws, future borrowings by Subsidiary Guarantors will be effectively senior in right of payment to the Notes. Further, if new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify.

        Any of the foregoing could have a material adverse effect on our business, our ability to make payments under the Notes and our ability to continue presenting our financial statements under the assumption that we are a going concern.

The terms of our indebtedness restrict our corporate activities.

        The Indenture under which the Notes will be issued, and the indenture under which the Parent Notes were issued, restrict, and in some cases prohibit, among other things, our and our subsidiaries' ability to:

•

incur additional debt;



•

make prepayments of certain debt;



•

pay dividends;



•

make investments;



•

engage in transactions with affiliates;



•

issue capital stock;



•

create liens;



•

sell assets; and



•

engage in mergers and consolidations.

        A failure to comply with these covenants could result in a default under the Notes, which in turn could result in an event of default under our other indebtedness, or an event of default under the Parent Notes.

We may not have the ability to raise the funds necessary to finance the change of control offer or asset sale offers required by the indenture.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding Notes. Furthermore, a change of control may result in a default under and possibly acceleration of other senior debt we may incur. Also, if we or our subsidiaries sell assets we may, subject to conditions, be required to offer to repurchase Notes. It is possible, however, that we will not have sufficient funds at the time we are required to make such an offer to make the required repurchase of Notes. See the heading "Repurchase at the Option of Holders" in the section "Description of Notes."

Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions.

        Generally, claims of creditors of a subsidiary will have priority with respect to the assets of such subsidiary over the claims of creditors of its parent company. However, subject to the limitations

18

and qualifications described below, holders of the Notes will have direct claims against the Guarantors under the Note Guarantees. Guarantors guaranteeing the Notes at closing include:

Name	Jurisdiction of Incorporation
Alpus AB	Sweden
Concordia Bus Nordic Holding AB	Sweden
Enköping-Bålsta Fastighetsbolag AB	Sweden
Interbus AB	Sweden
Malmfältens Omnibus AB	Sweden
Swebus AB	Sweden
Swebus Busco AB	Sweden
Swebus Express AB	Sweden
Swebus Fastigheter AB	Sweden
Ingeniør M.O. Schøyens Bilcentraler AS	Norway
Concordia Bus Finland Oy Ab	Finland

        Enforcement of the Note Guarantees and Collateral may be limited in certain circumstances. Any such limitation would, if applicable, effectively subordinate the Notes in right of payment to all indebtedness of the relevant Guarantor then existing irrespective of the granting of the Note Guarantee.

Swedish Subsidiary Guarantees and Collateral.

        Enforcement of the Note Guarantees and Collateral may, in whole or in part, be limited to the extent that the undertaking by each respective subsidiary is deemed to be in conflict with the corporate interest of the respective subsidiary. The corporate interest shall be determined on the basis of whether the undertaking was made for business reasons so as to involve corporate benefit for the subsidiary and whether the guaranteed party is solvent for repayment of the secured amount at the time of providing the security. The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or part thereof, would violate the Swedish Companies Act to the extent that it would result in a payment exceeding the distributable profit of the respective subsidiary at the time of providing the security. Upon such violation, the Note Guarantees and Collateral would be invalid and any payments made thereunder would be subject to recovery at least to the extent they violate the above mentioned rules on corporate interest.

Finnish Subsidiary Guarantee and Collateral.

        The granting of guarantees and security is restricted under the Finnish Companies Act. Enforcement of the Note Guarantees and Collateral issued or granted by Concordia Finland may, in whole or in part, be limited to the extent that the undertaking by such subsidiary is deemed to be in conflict with the limitations set out in the Finnish Companies Act, including the corporate interest of Concordia Finland. The determination shall be made, inter alia, on the basis of whether the undertaking was made for reasons so as to involve corporate benefit for (and be justified with grounds relating to the operations of) Concordia Finland and whether the guaranteed party is solvent for repayment of the guaranteed amount during the term of the undertaking. The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or a part thereof, would violate the Finnish Companies Act. Any such violation would render the Note Guarantees and Collateral invalid and any payments made thereunder would be subject to recovery at least to the extent that they violate the Finnish Companies Act.

19

Norwegian Subsidiary Guarantee and Collateral.

        The issuance of the Subsidiary Guarantee and the granting of the relevant security by the Norwegian subsidiary may be invalid under Norwegian law if such issuance and granting are not motivated by a legitimate business reason or corporate benefit for that subsidiary. In determining the sufficiency of the business reason or corporate benefit, a Norwegian court will consider whether or not the granting of the guarantee or security supported the object and the operations of that subsidiary. We have been advised by Norwegian counsel that they believe sufficient corporate benefit exists with respect to the Note Guarantee and Collateral granted by the Norwegian subsidiary. However, there can be no certainty as to the sufficiency of the corporate benefit.

If we or our Swedish, Norwegian or Finnish operating subsidiaries incur substantial operating losses, we or they may be subject to liquidation under our respective national regimes.

        The respective companies acts and insolvency and reorganization laws of Sweden, Norway and Finland apply to Concordia and its operating subsidiaries. Under these regimes, if losses reduce the equity of these entities or any of their subsidiaries (including Concordia itself on a stand-alone rather than a consolidated basis) to an amount less than 50% of its registered share capital, or (in Norway only) if the equity becomes inadequate compared to the risks and the size of its business, the directors of such entity would be obligated by law to convene a general shareholders meeting to resolve to liquidate such entity unless the directors were able to balance the amount of such equity and the registered share capital (in Sweden, within eight months of such meeting, and in Finland, within twelve months of such meeting) by (1) increasing the equity in an amount sufficient to achieve such balance and, in the Norwegian scheme, to ensure that its equity becomes adequate compared to the risks and the size of its business, or (2) reducing the share capital to pay off losses in an amount sufficient to achieve such balance. Due to these requirements, Concordia Finland converted portions of its shareholder loan from Concordia into a subordinated loan in July 2001 and in February 2003. In addition, if we are not successful in our cost-cutting initiatives and our losses continue, this may cause our equity to decrease sufficiently to require an equity increase or share capital reduction as described above. If we are unable to procure such an equity increase or share capital reduction, it would have an adverse effect on our ability to continue presenting our financial statements under the assumption that we are a going concern. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Operating Results—Critical Accounting Policies—Going-concern matters."

Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws.

        Under Swedish, Norwegian or Finnish law, there is no consolidation of bankruptcies of the assets and liabilities of a group of companies. Each individual company would thus be treated separately by a bankruptcy administrator appointed by the local district court. The assets of our subsidiaries would first be used to satisfy the debts of each respective subsidiary and only the remaining surplus (if any) of a subsidiary would benefit our creditors. As a result, your ability to protect your interests as a creditor of a parent of such subsidiary may not be as strong under Swedish, Norwegian or Finnish law as it would be under the laws of other countries.

Sweden

        Under Swedish law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings. Such provisions afford debtors and unsecured creditors only limited protection relative to the claims of secured creditors.

        The security in the floating charges pledged by Swebus has a first priority interest in all tangible and intangible assets except for (i) real estate property and (ii) cash and bank deposits,

20

unless the property is otherwise pledged, but after our debt to creditors with rights of set-off. However, after January 1, 2005, the pledged floating charges will attach to all of the relevant pledgor's assets (including real estate property, cash and bank deposits) due to amendments in Swedish insolvency law. According to the new rules, the floating charge will carry a general right of priority, which means that it may be enforced only in the event of bankruptcy or insolvent liquidation. Furthermore, the right of priority that will attach to the floating charge will be enforceable only against 55% of the value of the property remaining after distribution has been made to creditors with specific rights of priority.

        The business reorganization laws of Sweden apply to Concordia. Under official business reorganization, creditors may under certain circumstances be forced to approve the terms of the business reorganization. During a business reorganization, Concordia will not be allowed to fulfill any obligations incurred before the reorganization without the permission of the administrator appointed by the local district court.

        Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings is applicable in Sweden. In certain circumstances, that regulation will govern determinations as to the appropriate jurisdiction and competent authority within the European Union with respect to insolvency proceedings.

Norway

        Noteholders' rights with respect to the Note Guarantees and pledges of security from SBC may be compromised in an insolvency proceeding with respect to SBC.

        The Norwegian Bankruptcy Act 1984 sets out two main procedures that can be followed in respect of a company being illiquid or insolvent: debt settlement proceedings (voluntary or compulsory) and bankruptcy. Only the subject company can apply for debt settlement proceedings.

        The purpose of debt settlement proceedings is to give a debtor who is illiquid the opportunity to negotiate with its creditors for a voluntary composition or a compulsory composition under the protection of the courts. In such a proceeding, the court will appoint a debt settlement committee composed preferentially of creditors' representatives with a lawyer as chairman. If a voluntary debt settlement is opposed by any of the creditors, the alternatives are either compulsory debt settlement proceedings or bankruptcy. While in debt settlement proceedings a debtor is restricted with respect to carrying on its business but remains in charge of its business under the supervision of the committee. As a general rule, during the first three months of debt settlement proceedings, a bankruptcy petition cannot be filed.

        During the first six months of the debt settlement or bankruptcy proceedings, security may only be enforced with the consent of the debt settlement committee or the bankruptcy trustee (as the case may be).

        In certain circumstances, liens by operation of law have priority ranking ahead of contractually agreed first priority pledges.

Finland

        Under Finnish insolvency law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings. Such provisions afford debtors and unsecured creditors only limited protection relative to the claims of secured creditors. In addition to the priority given to secured debts under Finnish insolvency law, in certain circumstances, liens by operation of law have priority ranking ahead of contractually agreed first priority pledges.

        Pledges over specific assets and certain liens by operation of law have priority ranking ahead of pledged floating charges. Furthermore, in the event of bankruptcy proceedings, the proceeds

21

remaining from the sale of assets subject to the floating charge, after payment to creditors with higher priority ranking, would be divided, with those remaining proceeds being paid (1) 50% to creditors whose claims are secured by the floating charge and (2) 50% to remaining creditors (including creditors secured by floating charge to the extent their claims are not satisfied pursuant to clause (1) above) pro rata in relation to the respective amounts of their claims.

        The business reorganization laws of Finland restrict the actions that are allowed to be taken by either debtors or creditors during business reorganization proceedings.

        Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings is applicable in Finland. In certain circumstances, that regulation will govern determinations as to the appropriate jurisdiction and competent authority within the European Union with respect to insolvency proceedings.

Fraudulent conveyance laws of Sweden, Norway and Finland may protect our creditors to your disadvantage.

Sweden and Finland

        Under Swedish and Finnish law relating to fraudulent conveyance, it is possible that other creditors may claim that payments to you under the Notes or the Note Guarantees or any recoveries with respect to the pledged Collateral should be voided as fraudulent conveyances.

        Under Swedish and Finnish law, in the case of bankruptcy or company reorganization proceedings affecting us, the payments to you under the Notes or the Note Guarantees (of principal or interest or otherwise), which are made less than three months (or two years if effected to a related party) before the application for bankruptcy or company reorganization proceedings is filed with the competent court may, in certain situations, be recovered if the payment is carried out:

•

using unusual means of payment;



•

prematurely; or



•

in an amount which, in light of a debtor's financial position, is material.

        Payments which are deemed to be customary are, however, permissible.

        Furthermore, the security granted in respect of the Notes or the Note Guarantees, if granted less than three months (or two years, if effected to a related party) before the application for bankruptcy or company reorganization proceedings were filed with a competent court, may be recovered if the security was not a condition under such indebtedness or was not pledged without delay after our accrual of such indebtedness. Nonetheless, security provided that is deemed to be customary is permissible.

        A Swedish or Finnish court could also determine that a fraudulent conveyance has taken place under the general provision on recovery whereby a payment to you under the Notes or the Note Guarantees or the pledging of the Collateral could be revoked if an agreement, transaction or other act, such as the issuance of the Notes or the Note Guarantees or the pledging of the Collateral is held to favor a creditor in an undue manner to the detriment of another creditor or to transfer property out of the reach of the creditors or to increase the debt to the detriment of the creditors, provided that:

•

the debtor was insolvent at the time the agreement, transaction or other act was concluded or the debtor became insolvent as a result of the transaction, by itself or combined with other circumstances; and



•

the other party knew or should have known of the insolvency or over-indebtedness or of the impact of such payment on the debtor's financing state as well as of the circumstances due

22

to which the payment under the Notes or the Note Guarantees or the pledging of the Collateral was undue.

        However, under Swedish and Finnish law, if such an agreement, transaction or other act is concluded earlier than five years before the application for bankruptcy or company reorganization was filed, the payment to you under the Notes or the Note Guarantees or the pledging of the Collateral could be revoked only if a party to the agreement, transaction or other act was someone related to the bankrupt or reorganized party, such as a group company.

        Furthermore, under Finnish law, a gift may be recovered by the estate if it has been made within one year prior to the due date. A gift that has been given before this, but within three years prior to the due date may be recovered if it has been given to a person within the debtor's sphere of interest and it is not proven that the debtor was not excessively indebted nor became excessively indebted as a result of the gift. A transfer resulting from a sale, trade or any other agreement can likewise be recovered if it can be shown that the agreement was unbalanced to the extent that the transfer should be regarded as a gift.

        Under Swedish law, a gift may be recovered by the estate if it has been made within six months prior to the date of application for bankruptcy or reorganization. A gift that has been given before this, but within one year prior to the date of application (or three years if effected to a related party) may be recovered if it is not proven that the debtor was not excessively indebted nor became excessively indebted as a result of the gift. A transfer resulting from a sale, trade or any other agreement can likewise be recovered if it can be shown that the agreement was unbalanced to the extent that the transfer should be regarded as a gift.

        In addition, if any of our major subsidiaries in Sweden or Finland were to enter bankruptcy proceedings, a court in that jurisdiction could prevent our subsidiaries from making payments to us, thereby possibly impairing our ability to pay the amounts due under the Notes.

Norway

        Under Norwegian insolvency laws, the granting of security interests and unusual payments can be voided if undertaken during the three-month period prior to the commencement of insolvency proceedings. There are also other preference provisions such as fraudulent conveyance rules that can void any transaction that (a) in an improper way favors one creditor (even if such creditor was not party to the transaction) at the expense of the other creditors, (b) otherwise restricts the availability of debtor's assets for the benefit of creditors, or (c) increases the debtor's debt in a detrimental way for the creditors, in each case provided that the debtor's financial position was weak at the time of, or became materially weaker as a result of, the transaction and the other party knew or should have known of the debtor's financial difficulties (or other circumstances which made the transaction improper).

You cannot be sure that an active trading market will develop for the Notes.

        Although there may be trading activity in Old Notes, we cannot assure you that this trading activity will continue. If the Exchange Notes are traded after we issue them, they may trade at a discount from their initial offering price, depending on many factors, including prevailing interest rates, the market for similar securities, general economic conditions, our financial condition, performance and prospects, as well as recommendations of securities analysts. Goldman Sachs International has informed us that they intend to make a market in the Notes. They are not obligated to do so, however, and may discontinue such market making at any time without notice. Application has been made to list the Notes on the Luxembourg Stock Exchange. However, we cannot assure you that an active trading market for the Notes will develop, or if one does develop, that it will be sustained.

23

        To the extent that Old Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Old Notes could be adversely affected due to the limited amount, or "float", of the Old Notes that are expected to remain outstanding following the exchange offer. Generally, decreased float of a security could result in less demand to purchase the security and could, therefore, result in lower prices for the security. For the same reason, to the extent that a large amount of Old Notes are not tendered or are tendered and not accepted in the exchange offer, the trading market for the Exchange Notes could be adversely affected.

        Due to Goldman Sachs International's affiliation with Concordia, it is not expected that Goldman Sachs International or its affiliates will effect market making transactions in the United States with respect to notes issued pursuant to the Exchange Offer.

You may not be able to recover in civil proceedings for US securities laws violations.

        We are a public company with limited liability registered under the laws of Sweden with our registered office in Stockholm, Sweden. The Guarantors are organized under the laws of Sweden, Norway and Finland. None of our directors or officers, nor those of the Guarantors, are residents of the United States. Substantially all of our assets and, all the assets of the Guarantors and all of the assets of such persons are located outside of the United States. There is doubt as to the enforceability in Sweden, Norway and Finland, in original actions or in actions for the enforcement of judgments of US courts, of civil liabilities predicated solely upon the federal securities laws of the United States.

        Because there is no treaty between the United States and Sweden providing for the reciprocal recognition and enforcement of judgments, US judgments are not enforceable in Sweden. A US judgment will be of some persuasive authority as a matter of evidence before the courts of law, administrative tribunals or executive or other public authorities of Sweden. However, there is Swedish case law to indicate that a US judgment (i) that is based on contract among the parties excluding the jurisdiction of the courts of Sweden, (ii) that was rendered under observance of due process, (iii) against which there lies no more appeal and (iv) the recognition of which would not manifestly contravene fundamental principles of the legal order, or the public policy, of Sweden, should be acknowledged without retrial on the merits.

        A final and conclusive judgment obtained in the state or federal courts in the State of New York in respect of the Indenture would be enforced by the courts of Norway without re-examination of the merits of the case, if (a) such judgment obtained is final and enforceable in and pursuant to the laws of the country or state where it has been passed, (b) the judgment does not relate to an interest in land in Norway, and (c) enforcement of the judgment is in accordance with the mandatory provisions of the Norwegian Enforcement Act (1992).

        A judgment obtained from a competent court in the United States would not be enforceable by the Finnish courts as such since there is no international convention to which both Finland and the United States are parties. However, Finnish title for execution can be sought for such enforcement and in requesting a Finnish court to make a decision to such effect, a judgment of a relevant court of the United States will constitute evidence of the questions of the contents of the governing law as applied to the matter in dispute and such judgment would generally, through such proceedings, be recognized by a Finnish court to the extent it is final and conclusive and not contrary to Finnish public policy or mandatory provisions of Finnish law.

24

Risks Related to the Company

If we lose many local public transportation authorities' contracts as they are renewed or we are unable to win new contracts, our business will be adversely affected. Further, if we experience difficulties in operating under our existing contracts, our business may be adversely affected.

        In the year ended February 29, 2004, our contracts with local public transportation authorities comprise approximately 89.1% of our revenue. In Sweden, Norway and Finland, we operate under 154, 33 and 13 contracts, respectively, with the largest contract accounting for 5.2% of our net revenue and the top 25 contracts accounting for approximately 51.2% of total revenue in the year ended February 29, 2004. These contracts usually have a five to eight year term. Local public transport authorities conduct a competitive bidding process for each contract shortly before it terminates and the most important criteria for determining the success of the bid is usually price. See "Business—Sweden—Tendering Procedures" for a discussion of the competitive bidding process in Sweden. If we fail to continue to renew our local public transportation authorities contracts, our revenues will be adversely affected as our older local public transportation authorities contracts expire. This may affect our ability to satisfy our obligations under the Notes.

        During the year ended February 28, 2003, Swebus faced significant operating difficulty in the Stockholm and Uppsala region, due largely to poor operational planning of summer and winter traffic schedules, together with an exceptionally severe winter. Restrictions on our ability to manage inherited bus drivers under the new contracts due to a grace period of one year from March 4, 2002, and a shortage of drivers caused significant problems. This situation resulted in additional overtime, training costs, substantial payments due to the inconvenience of working hours, increased subcontracting costs, loss of revenues and contractual penalties. If similar difficulties were to be experienced under other contracts, our business would be adversely affected.

If we do not retain or gain local public transportation authority contracts, we may not benefit from the option to renew existing operating lease agreements at a lower cost.

        As of February 29, 2004, we have entered into operating leasing arrangements for 1,317 of our 3,908 buses and an additional 15 buses not yet delivered. The contracts under which these buses are leased are classified as operating leases which means that no carrying values are recorded on our balance sheet. The term of any given lease is established to match as far as possible with the duration of the underlying contract with the local public transportation authority, generally five to eight years.

        The structure of the lease contract is such that at the inception of a new lease contract, the leasing fee is established based on the purchase price paid by the lessor and residual value agreed with the manufacturer for the period of the lease. At the end of each leasing contract period each leasing contract can be renewed or terminated (and we have an obligation to renew the lease contracts for a certain aggregate number of buses). The lease payments for the second leasing period, which are based on the agreed residual value at the date of the extension, are lower than the payments during the initial term. If we are not successful in renewing or extending the local public transportation authority contracts, or in efficiently redeploying our buses elsewhere, we may not gain the benefit of such lower costs.

        Further, in the event of an acceleration under the Senior Notes following a default, all or part of the leasing contracts covering a significant portion of our leases may be terminated at the option of the lessor. This could have a material adverse effect on our business.

25

Competition on price or other factors could adversely affect our business.

        It is our policy to focus on increasing our return on capital and cash generation. We believe that our change in focus toward more appropriate tendering levels has been adopted by other major operators, particularly since 1998. Consolidation in the industry and this change in focus among the larger competitors from a tendering strategy based on increasing market share to a strategy of seeking to maintain adequate margins have recently resulted in more favorable pricing dynamics. We believe that this trend will continue. For example, in fiscal 2002, fiscal 2003 and fiscal 2004, CPTAs awarded contracts to us on renewal with prices between 10% and 54% above the prices in the previous contracts. However, no assurance can be given that the more favorable pricing trends will continue in the future for new tenders. For more information, see "Business—Sweden—Competition in the Swedish Bus Transportation Market."

If indices in our contracts do not reflect our cost increases, our business could be adversely affected.

        Local public transportation authorities contracts provide for a fee to be paid to us in return for providing bus operations for the routes and schedules described in the contracts. The amount of the fee to be paid each year is adjusted annually based on an index, or on several indices, that is intended to account for changes in our costs. Historically, contracts with local public transportation authorities, which produce a substantial portion of Swebus' revenues in Sweden, have contained cost indices primarily based on consumer price indices.

        While, as tendered contracts expire and new contracts are tendered, it is now becoming increasingly common to include either (i) a price adjustment index which reflects bus industry costs, or (ii) a combination of a consumer price index, a labor cost index and a diesel fuel price index, there can be no assurance this trend will continue. Should price adjustment indices contained in our future local public transportation authorities contracts fail to reflect our actual cost structure, changes in our costs that are not reflected in the indices included in these contracts could adversely affect our operating margins.

The local public transport authorities rely on government subsidies. Removal of these subsidies could drive down local public transportation authorities' contract fees.

        In Sweden and Norway, management believes that approximately 50% and 40%, respectively, of fees to bus operating companies paid by local public transportation authorities under local public transportation authorities contracts in 2003 were funded by government subsidies (as opposed to bus ticket revenues). See "Business—Sweden—Contractual Public Bus Transportation Service" for a discussion of these subsidies. Many European countries have sought to reduce subsidies in recent years. Should Sweden more aggressively seek to reduce subsidies, fees from local public transportation authorities contracts may decrease, and local public transportation authorities could seek to renegotiate the scope of existing contracts. A decision to reduce subsidies could have an adverse effect on potential fees under local public transportation authorities contracts.

Our employees are heavily unionized. Bargaining power and strikes can hurt our business.

        Our bus drivers and most of our other employees are unionized. The collective bargaining agreement generally applicable to our blue collar employees expires on January 31, 2005. See "Business—Drivers and Other Personnel." Personnel costs constituted approximately 57% of our total operating expenses (excluding depreciation and amortization) in the year ended February 29, 2004.

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Fluctuation in price and availability of diesel fuel could hurt our business.

        Significant changes in fuel availability or costs would materially impact our business. Diesel fuel availability and prices are affected by a number of factors, including environmental legislation and global economic and political developments, over which we have little to no control. In addition, our costs are affected by annual increases in fuel taxes, which are largely offset by compensation from indexation. In the event of a shortage in diesel fuel supply resulting from a disruption of oil imports, reduction in production or otherwise, we could face higher diesel fuel prices or the curtailment of scheduled diesel fuel deliveries. We enter into hedging arrangements to fix the cost of diesel fuel before taxes, supplier and transportation costs. As a result of hedging, in the year ended February 29, 2004, our total cost of diesel fuel averaged SEK 5.49 per liter. For a further discussion of our response to fluctuations in prices or a decrease in fuel availability, including our hedging policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Market Risk."

Variations in exchange rates may affect our performance.

        SBC, which comprised approximately 8% of our revenue in the year ended February 29, 2004, prepares its financial statements in, and its functional currency is, Norwegian Kroner. In preparing our consolidated financial statements, we translate SBC's financial statements into Swedish Kronor at each fiscal year end. Consequently, our results from operations are affected by fluctuations in the rate of exchange between Swedish Kronor and Norwegian Kroner.

        Concordia Finland, which comprised approximately 8% of our revenue in the year ended February 29, 2004, prepares its financial statements in, and its functional currency is, the euro. In preparing our consolidated financial statements, we translate Concordia Finland's financial statements into Swedish Kronor at each reporting period. Consequently, our results from operations are affected by fluctuations in the rate of exchange between the Swedish Krona and the euro.

        As a result of this offering, we will have significant euro-denominated debt. We are therefore exposed to currency fluctuations, primarily as a result of having to make interest and principal payments in euro on the Notes, as well as on certain other loans. We intend to minimize our exposure through market instruments. Our indirect Parent currently hedges at least 50% of its future interest payments on the Parent Notes against adverse movements in the Swedish Kronor/euro exchange rate in accordance with the terms of our current senior secured debt facilities. We and our indirect Parent will undertake a review of our respective policies following the offering of the Notes, as a substantial amount of our collective borrowings will be denominated in euro. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." We estimate that, after giving effect to the offering of the Notes, a 10% depreciation in the value of the Swedish Krona against the euro would increase our interest costs relating to the Notes by approximately SEK 10.9 million per annum (assuming a SEK 9.2175/€1.00 exchange rate and assuming that we successfully hedge 50% of our exposure). Any such depreciation could have a material adverse effect on our financial condition.

27

USE OF PROCEEDS FROM THE EXCHANGE OFFER

        We will not receive any cash proceeds from the issuance of the Exchange Notes offered by this prospectus. In consideration for issuing the Exchange Notes as described in this prospectus, we will receive in exchange Old Notes in like principal amount, the terms of which are identical in all material respects to those of the Exchange Notes. The Old Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and cannot be reissued.

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EXCHANGE RATES

        The table below sets forth, for the periods and dates indicated, certain information concerning the exchange rate for the Swedish Krona against the US dollar based upon the noon buying rate in the City of New York for cable transfers in Swedish Krona as announced by the Federal Reserve Bank of New York for customs purposes (the "SEK Noon Buying Rate").

Fiscal Year	Period End	Average		High	Low
Ended February 29, 2000	8.7500	8.4329	(a)	8.8200	8.0940
Ended February 28, 2001	9.8150	9.3723	(a)	10.3600	8.5330
Ended February 28, 2002	10.4700	10.5832	(a)	11.0270	9.6730
Ended February 28, 2003	8.5050	9.3218	(a)	10.500	8.4100
Ended February 29, 2004	7.4330	7.8456	(a)	8.7030	7.0850
Month
November 2003	7.5510	7.6799		7.9150	7.5200
December 2003	7.1950	7.3395		7.5420	7.1903
January 2004	7.4120	7.2334		7.4120	7.0850
February 2004	7.4330	7.2630		7.4330	7.1295
March 2004	7.5500	7.5322		7.6620	7.3660
April 2004	7.6425	7.6496		7.7510	7.4650
May 2004 (through May 26, 2004)	7.5215	7.6288		7.7725	7.5085

(a)

The average of the SEK Noon Buying Rate on the last day of each month during the applicable period.

29

CAPITALIZATION

        The following table sets forth the capitalization of Concordia as of February 29, 2004. Other than as described in this prospectus, there have been no material changes to Concordia's capitalization as presented below since February 29, 2004.

		As of February 29, 2004
		SEK
		(in millions)
Cash and bank balances(a)		346
Current portion of long-term senior debt		7	(b)
Long-term senior debt:(c)
	The Old Notes	1,198
	Other	16	(b)
	Total long-term senior debt	1,214
	Total senior debt(d)	1,221
Subordinated Shareholder Loan, net(e)		368
Total debt		1,589
Shareholder's equity:
	Restricted equity	242
	Non-restricted equity	(7	)
	Total shareholder's equity	235
Total capitalization		1,824

(a)

A portion of our cash is expected to be paid to Concordia Bus AB in order to make interest payments on the Parent Notes. See "Risk Factors—Risks Related to the Notes—Concordia is a holding company with no revenue generating operations of its own. We expect that our direct Parent and our indirect Parent will seek to cause us to make funds available for interest payments under the Parent Notes."

(b)

These amounts reflect our financial lease obligations.

(c)

Long-term senior debt includes the old notes and lease obligations under financial lease arrangements, but excludes the Subordinated Shareholder Loan.

(d)

We believe that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt we owe which ranks pari passu with the Notes.

(e)

The Subordinated Shareholder Loan, net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by our indirect Parent from us and our subsidiaries in exchange for tax losses from our Indirect Parent and cash payments from us to our Indirect Parent relating to servicing the Parent Notes. For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from our Indirect Parent."

30

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

        Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

        The following tables set forth selected consolidated financial data derived from audited financial statements as of and for the ten month period ended February 29, 2000, (ii) selected consolidated financial data derived from audited financial statements as of and for the year ended April 30, 1999, and (iii) selected consolidated financial data derived from audited financial statements as of and for the years ended February 28, 2001, February 28, 2002, February 28, 2003 and February 29, 2004.

        This information should be read in conjunction with the sections "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        The consolidated financial statements of Concordia Bus Nordic Holding AB have been prepared in accordance with Swedish GAAP, which differ in certain significant respects from US GAAP. The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

31

CONCORDIA BUS NORDIC HOLDING AB

SELECTED CONSOLIDATED FINANCIAL DATA
(in millions, except per share amounts)

		As of and for the year ended April 30, 1999(a)		As of and for the 10 months ended February 29, 2000								As of and for the year ended February 29,
						As of and for the year ended February 28,
						2001(b)		2002		2003		2004
		SEK		SEK		SEK		SEK		SEK		SEK
Statement of Operations
Net revenue		3,115		2,635		3,576		4,226		4,758		4,761
Operating expenses		(2,615	)	(2,313	)	(3,146	)(c)	(3,999	)	(4,505	)	(4,544	)
Gain (loss) on sale of fixed assets		30		11		65		20		(4	)	6
Depreciation, amortization and impairments		(371	)	(271	)	(332	)	(362	)	(372	)	(331	)
Operating profit (loss)		159		62		163		(115	)	(123	)	(108	)
Financial income and expense, net(d)		(66	)	(51	)	(117	)	(104	)	(105	)	(146	)
Taxes		(39	)	1		(42	)	46		49		83
Net profit (loss) for the period		54		12		4		(173	)	(179	)	(171	)
Net profit (loss) per share (in thousands of SEK)		180		40		13		(577	)	(596	)	(572	)
Balance Sheet Data
Total fixed assets		2,555		2,716		2,925		2,321		2,127		1,827
	Of which: buses	2,267		2,416		2,327		1,971		1,793		1,491
Total current assets		582		577		897		1,035		757		1,024
Total shareholder's equity		711		723		940		692		412		235
Total provisions		355		344		371		269		198		146
Total non-current liabilities		1,177		1,465		1,563		1,652		858		1,216
Total current liabilities		894		761		948		743		1,416		1,254
Total debt						1,698		1,691		1,497		1,589
	Of which: Subordinated Shareholder Loan, net(e)					—		631		494		368
	Of which: senior debt(f)					1,698		1,060		1,003		1,221
US GAAP:
Net loss								(188	)	(168	)	(127	)
Basic and diluted loss per share (in thousands of SEK)								(626	)	(560	)	(425	)
Shareholder's equity, end of year								1,231		952		826
Cash Flow Data
Cash flow from operations		266		267		(19	)	39		(66	)	24
Cash flow from investing activities		(225	)	(526	)	55		274		(136	)	(11	)
Cash flow from financing activities		(6	)	219		63		(78	)	(95	)	152
Total capital expenditures		353		584		336		43		216		32
	Of which: capital expenditures on buses	339		339		321		21		182		15
Other Financial Data
Net present value of operating leases(g)		—		—		348		748		1,003		957

(a)

In February and March 1999, Concordia Bus Nordic Holding AB experienced a 13-day labor strike among our employees. This strike resulted in a business interruption, causing lost revenue of SEK 78 million. This was partly offset by a reduction in variable cost of SEK 45 million, resulting in a net loss of SEK 33 million. This net loss was further offset by compensation business interruption insurance paid by the Swedish Bus Employers Association (BUA) in the amount of SEK 25 million.

(b)

In March/April 2000, Concordia Finland experienced a three day strike among its employees. This strike resulted in losses of SEK 1.2 million.

(c)

Operating expenses for the year ended February 28, 2001, include a refund from the administrator of one of the pension plans of SEK 175 million.

(d)

Includes financing costs and other financial charges and unrealized exchange rate gains and losses on loans denominated in foreign currency. The net foreign currency exchange gains and losses represented SEK 0 million for the year ended April 30, 1999, SEK (4) million for the ten months ended February 29, 2000, SEK (20) million, SEK 3 million and SEK 4 million for the years ended February 28, 2001, 2002 and 2003, respectively, and SEK (7) million for the year ended February 29, 2004.

(e)

The Subordinated Shareholder Loan, net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by Concordia Bus AB (publ) from Concordia Bus Nordic Holding AB and its subsidiaries in exchange for tax losses from Concordia Bus AB (publ) and cash payments from Concordia Bus Nordic Holding AB to Concordia Bus AB (publ) relating to servicing the Parent Notes. For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from our Indirect Parent."

(footnotes continued on following page)

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(f)

Total senior debt includes long-term senior debt and the short-term portion of long-term senior debt to third parties including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan. Concordia Bus Nordic Holding AB believes that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt Concordia Bus Nordic Holding AB owes which ranks pari passu with the Notes.

(g)

Net present value of operating leases represents the net present value of future minimum lease payments for vehicles, real estate and certain other leased assets under operating lease arrangements.

33

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following should be read in conjunction with our consolidated financial statements included in this prospectus starting on page F-1. Our consolidated financial statements are prepared in accordance with Swedish GAAP, which differ in various significant respects from US GAAP. The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

The following discussion of our financial condition and results of operations is based on the consolidated financial statements of Concordia Bus Nordic Holding AB contained in this prospectus. Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

Overview

        Concordia Bus Nordic AB was incorporated on December 22, 1932. In January 2000, Concordia Bus AB, backed by SG (the then-parent company of SBC) and certain private equity funds affiliated with Goldman Sachs International, acquired Concordia Bus Nordic. In connection with the acquisition, SG agreed to contribute its bus operating subsidiary, SBC, to Concordia Bus AB by no later than March 1, 2002, pursuant to mutual options. On February 28, 2001, we acquired SBC with effect from February 1, 2001.

        We provide public bus transportation services in Sweden, Norway and Finland, through our three main operating subsidiaries: Swebus, SBC and Concordia Finland, respectively. We also provide express bus and coach hire services. In Sweden, we currently operate 3,156 buses, and are the largest operator through Swebus, with an estimated market share of approximately 31.3% of the public bus transportation market (measured by the number of buses in operation). In Norway, SBC currently operates approximately 405 buses and has an estimated 20% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities. In Finland, Concordia Finland currently operates 347 buses and is the second largest operator in the greater Helsinki area with a market share of 26%.

        During the year ended February 28, 2003, Swebus faced significant operating difficulties in the Stockholm and Uppsala regions, due largely to inadequate operational planning for our traffic schedules, which resulted in driver over-capacity during the year. These exceptional charges amounted to SEK 85 million during the year ended February 28, 2003, and included wages, subcontracting, maintenance and increased fuel consumption. We have now restored the Stockholm operations to a more normal level of operation.

34

        Our contracts with public transportation authorities are typically structured such that the level of monthly fees depends on the contractually agreed volume of operations, which varies from month to month, and in many cases declines in the summer months. In addition, our express bus and coach hire services businesses usually experience relatively high revenues from April to September and during December in a given year, as customers tend to use these services during vacation periods and periods having more favorable weather. Furthermore, as a result of our collective bargaining agreements, our personnel costs usually increase in the beginning of each calendar year.

Critical Accounting Policies

        The preparation of our consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. The following paragraphs include descriptions of some accounting areas that require a higher degree of complexity and/or judgment in making estimates.

Recoverability of tangible and intangible fixed assets including goodwill.

        Impairment reviews of tangible and intangible fixed assets, including goodwill, are performed whenever there is an indication of possible impairment. The carrying values of fixed assets, including goodwill related to those assets, are not considered to be recoverable when the expected discounted cash flows from those assets are less than their carrying values. An impairment loss is determined based on the amount by which the carrying value exceeds the fair value of those assets. Losses on fixed assets to be disposed of are determined in a similar manner, taking into account the selling price reduced by the costs of disposal.

        One of our significant assets is our goodwill in our subsidiary SBC. If future cash flows do not develop favorably in the future, there is a risk that goodwill may be impaired and need to be written-down. Goodwill is accounted for in accordance with Swedish GAAP which in certain areas differs from US GAAP. Please see Note 32 item (a), "Goodwill amortization," to the consoldiated financial statements of Concordia Bus Nordic Holding AB filed as part of this prospectus for a description of those differences.

        In addition to goodwill, we also have significant investments in buses. As of February 29, 2004, the carrying value of buses was SEK 1,491 million. The depreciation of these buses is based on a straight-line basis over their estimated useful lives, which range from three to fourteen years depending on the type of bus. Recoverability of these assets being held and used is measured by a comparison of the carrying amount of the asset to the future net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment loss recognized is measured as the amount by which the carrying value of the asset exceeds the fair value of the asset. If we are not successful in renewing our contracts at a level that keeps our buses in service, we may have excess bus capacity and therefore may desire to sell these buses to third parties. In such a situation the carrying value of these buses may exceed the amount that can be recovered in a sales transaction.

Loss making contracts.

        Most of our contracts are five to eight year contracts with municipalities to provide bus services in a particular area. Under the terms of these contracts, revenues are generally indexed at a rate corresponding to a consumer price index or a price index which more closely corresponds to the company's actual cost structure in providing its services, such as an index that considers the significance of changes in diesel prices, payroll costs and other expenses. Due to changes in

35

circumstances and because in certain situations revenues have not fully compensated for increases in costs, certain contracts have become loss making. Provisions have been recorded for individual loss making contracts without consideration of expected profits on profitable contracts. We may be required to record additional provisions for loss making contracts in the future if the increase in revenue from the contracts does not offset the actual increase in costs.

Accounting for taxes.

        We have recorded deferred tax assets for certain of our operating loss carry forwards. Since we had deferred tax liabilities amounting to SEK 179 million, SEK 98 million and SEK 28 million as of February 28, 2002, February 28, 2003, and February 29, 2004, respectively, arising primarily from the excess of tax depreciation of buses over depreciation for financial reporting, no valuation allowance has prior to February 28, 2003 been required for these tax loss carry forwards. As of February 29, 2004, we have not recorded any deferred tax asset for our operating loss carry forward, since our deferred tax liability was not large enough to ensure recoverability of the tax benefits from such tax loss carryforwards.

        Considering our recent history of losses, it is not certain that we will be able to continue to offset these tax loss carry forwards against deferred tax liabilities arising from our excess of tax over book depreciation of buses.

Going-concern matters.

        We have as of February 29, 2004, approximately SEK 1,198 million of long-term senior debt, excluding SEK 391 million financial lease obligations and the Subordinated Shareholder Loan. Our ability to service our existing debt (interest and amortization) as well as the ability of Concordia Bus AB (publ) to service the Parent Notes are dependent on the underlying businesses generating sufficient cash flow. As presented in our statement of operations for the year ended February 29, 2004, we reported operating loss of SEK 108 million, resulting in a loss after financial items for the period of SEK 254 million.

        Concordia and its subsidiaries are continuing to implement cost reduction initiatives and have started to see signs of significant improvements in compensation levels from their contracts with public transportation authorities. If the cost-cutting initiatives or other measures that management deems required are not successful and losses continue, these companies' equity bases may need to be restored or additional equity funding obtained in order to continue to present financial statements under the assumption that Concordia will continue as a going concern.

        The financial statements included beginning on page F-3 have been prepared under the assumption that we will be successful in our initiatives and, consequently, they have been prepared assuming that we will continue as a going concern. The financial statements have also been prepared under the assumption that we will be in compliance with our debt covenants for the upcoming twelve month period. If we were to be in breach of any of our debt covenants during the next twelve months, and if our lenders so elect, a large portion of our long-term debt amounting to SEK 1,198 million would become due and payable.

Currency translation.

        SBC, which comprised approximately 8% of our revenue in the year ended February 29, 2004, prepares its financial statements in, and its functional currency is, Norwegian Kroner. In preparing our consolidated financial statements, we translate SBC's financial statements into Swedish Kronor at each fiscal year end. Consequently, our results from operations are affected by fluctuations in the rate of exchange between Swedish Kronor and Norwegian Kroner.

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        Concordia Finland, which comprised approximately 8% of our revenue in the year ended February 29, 2004, prepares its financial statements in, and its functional currency is, the euro. In preparing our consolidated financial statements, we translate Concordia Finland's financial statements into Swedish Kronor at each reporting period. Consequently, our results from operations are affected by fluctuations in the rate of exchange between the Swedish Krona and the euro.

        We are also exposed to currency fluctuations on our loans, primarily as a result of having to make interest payments in euro on the Notes.

New Accounting Principles in 2004 and 2005 for Swedish GAAP

        During the year ended February 29, 2004, the following recommendations, issued by the Swedish Financial Accounting Standards Council, became effective: Inventory (RR 2:02), Presentation of Financial Statements (RR 22), Investment Properties (RR 24), Segment Reporting (RR 25), Events After the Balance Sheet Date (RR 26), Financial Instruments: Disclosure and Presentations (RR 27), and Accounting for Government Grants (RR 28). The adoption of those new accounting standards had no significant impact on the consolidated results of operations or financial position.

        During the year ending February 28, 2005, the recommendation Employee Benefits (RR 29) issued by the Swedish Financial Accounting Standards Council becomes effective. We have not completed our assessment of the impact of implementing the new recommendation.

Results of Operations

        The following table sets forth our results of operations for the years indicated in terms of amounts as well as a percentage of net revenue.

	Year ended February 28, 2002				Year ended February 28, 2003				Year ended February 29, 2004
	Amount		%		Amount		%		Amount		%
	(in millions of SEK, except percentages)
Net revenue	4,226		100.0	%	4,758		100.0	%	4,761		100.0	%
Operating expenses	(3,999	)	(94.6	)%	(4,505	)	(94.7	)%	(4,544	)	(95.4	)%
Gain (loss) on sale of fixed assets	20		0.5	%	(4	)	(0.1	)%	6		0.1	%
Depreciation and amortization	(362	)	(8.6	)%	(372	)	(7.8	)%	(331	)	(7.0	)%
Operating loss	(115	)	(2.7	)%	(123	)	(2.6	)%	(108	)	(2.3	)%
Financial income and expenses, net	(104	)	(2.5	)%	(105	)	(2.2	)%	(146	)	(3.1	)%
Income taxes	46		1.1	%	49		1.0	%	83		1.7	%
Net loss	(173	)	(4.1	)%	(179	)	(3.8	)%	(171	)	(3.6	)%

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        The following table sets forth our revenues, in terms of amounts as well as a percentage of revenues, and operating profit (loss), in terms of amounts and as a percentage of total operating profit (loss), on the basis of each of our businesses:

		Year ended February 28, 2002				Year ended February 28, 2003				Year ended February 29, 2004
		Amount		%		Amount		%		Amount		%
		(in millions of SEK, except percentages)
Revenues:
	Bus services for local public transportation authorities	3,714		87.9	%	4,243		89.2	%	4,242		89.1	%
	Express bus operations	299		7.0	%	295		6.2	%	327		6.9	%
	Coach hire operations	143		3.4	%	127		2.6	%	110		2.3	%
	Other	70		1.7	%	93		2.0	%	82		1.7	%
Net revenue		4,226		100.0	%	4,758		100.0	%	4,761		100.0	%
Operating profit (loss):
	Bus services for local public transportation authorities	(35	)	—		(86	)	—		(92	)	—
	Express bus operations	21		—		25		—		34		—
	Coach hire operations	10		—		5		—		3		—
	Other	(111	)	—		(67	)	—		(53	)	—
Total operating profit (loss)		(115	)	—		(123	)	—		(108	)	—

Year ended February 29, 2004, compared to Year ended February 28, 2003

Revenues

        Revenues increased SEK 3 million, or 0.1%, from SEK 4,758 million for the year ended February 28, 2003 to SEK 4,761 million for the year ended February 29, 2004.

        Revenues from the provision of bus services for local public transportation authorities decreased by SEK 1 million, from SEK 4,243 million for the year ended February 28, 2003 to SEK 4,242 million for the year ended February 29, 2004.

        The SEK 3 million increase is due to new contracts worth SEK 202 million. This was offset by lost contracts worth SEK 276 million. The remaining increase of SEK 77 million is due to a combination of a volume and price movements upon renewal of contracts, increase from indexation adjustments and changes in existing contracts.

        Revenues from express bus services increased by SEK 32 million, or 11%, from SEK 295 million for the year ended February 28, 2003 to SEK 327 million for the year ended February 29, 2004. The revenue increase derives primarily from an increase in the number of passengers carried, from 2.7 million passengers during the year ended February 28, 2003 to 3.0 million passengers during the year ended February 29, 2004 and from a per-passenger price increase of 4% effective from July 1, 2003.

        Revenues from coach hire services declined by SEK 17 million, or 13%, from SEK 127 million for the year ended February 28, 2003 to SEK 110 million for the year ended February 29, 2004. The revenue decline is a direct result of a lower level of business activities and decreased tourism, mainly due to the general recession in the economy.

        Other revenues decreased by SEK 11 million, or 11.8%, from SEK 93 million for the year ended February 28, 2003 to SEK 82 million for the year ended February 29, 2004 largely as a result of lower inter segmental sales.

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        During the year ended February 29, 2004, revenues of SEK 3,986 million were generated in Sweden, revenues of SEK 379 million were generated in Norway, and revenues of SEK 396 million were generated in Finland. During the year ended February 28, 2003, revenues of SEK 3,902 million were generated in Sweden, revenues of SEK 457 million were generated in Norway, and revenues of SEK 399 million were generated in Finland.

Gain on Sale of Fixed Assets

        The gain on sale of fixed assets is comprised of sales of buses and other assets. The gain on sale of fixed assets increased from a loss of SEK 4 million for the year ended February 28, 2003 to a gain of SEK 6 million for the year ended February 29, 2004.

Operating Costs

        Operating costs consist primarily of personnel costs (which includes wages, salaries, social security fees and pension costs of bus drivers, mechanics and other employees), fuel, tires and other consumables costs, and other external costs, which include depot costs and head office administrative costs. Operating costs also include operating lease charges. Operating costs increased by SEK 39 million, or 0.9%, from SEK 4,505 million for the year ended February 28, 2003 to SEK 4,544 million for the year ended February 29, 2004. The increase of SEK 39 million is due to a number of factors, which are outlined below.

        Fuel, tires and other consumable costs have increased by SEK 10 million, or 1%, to SEK 929 million for the year ended February 29, 2004 from SEK 919 million for the year ended February 28, 2003. The increase is largely due to a high diesel price during the first quarter resulting in increased costs by SEK 14 million and higher maintenance costs in the first quarter of SEK 10 million. This has been offset by the lower volumes as a result of lost contracts, which resulted overall in a lower cost of SEK 14 million.

        Personnel costs have increased by SEK 14 million, or 0.5%, from SEK 2,597 for the year ended February 28, 2003 to SEK 2,611 for the year ended February 29, 2004.

        The increase of SEK 14 million is due to a reduction of drivers in our lost contracts resulting in lower wage costs of SEK 171 million, productivity gains in Stockholm of SEK 16 million and other reductions of SEK 6 million. This was offset by an effective pay increase of 4.0% resulting in higher wage costs of SEK 95 million and higher wage costs due to impact of operating new contracts of SEK 112 million.

        Other external costs increased by SEK 15 million to SEK 1,004 million for the year ended February 29, 2004 from SEK 989 million for the year ended February 28, 2003. The increase was mainly due to that operating lease charges increased by SEK 38 million. This increase was principally a result of our increased use of operating leases for buses. The increase is also due to higher operational costs such as insurance and marketing costs of SEK 25 million. This was partly offset due to a reduction of subcontractors of SEK 38 million and decreased administration costs of SEK 9 million due to the return of a more normal level of operations in Stockholm.

        The total number of buses under operating leases was 1,317 as of February 29, 2004, compared to 1,156 as of February 28, 2003.

Depreciation and Amortization

        Depreciation and amortization charges comprise principally the depreciation of buses and other vehicles but they also relate to the depreciation of tools, fixtures and fittings, buildings and computer equipment. In addition, amortization of goodwill resulting from acquisitions of bus operations is also included. Depreciation and amortization costs decreased by SEK 41 million, or

39

11%, from SEK 372 million for the year ended February 28, 2003 to SEK 331 million for the year ended February 29, 2004 principally as a result of the shift towards increased operational leasing of buses and away from ownership. Total goodwill amortization was SEK 13 million for the year ended February 29, 2004, which remained constant as compared to the year ended February 28, 2003.

Operating loss

        Operating loss decreased by SEK 15 million, or 12.2% from a loss of SEK 123 million for the year ended February 28, 2003 to a loss of SEK 108 million for the year ended February 29, 2004 due to overhead cost reductions and higher contribution from the new and renewed contracts.

        Operating loss from bus operations for local public transportation authorities increased by SEK 6 million, or 7% from a loss of SEK 86 million for the year ended February 28, 2003 to a loss of SEK 92 million for the year ended February 29, 2004.

        Operating profit from express bus services increased by SEK 9 million, or 36%, to an operating profit of SEK 34 million for the year ended February 29, 2004 compared to a profit of SEK 25 million the year ended February 28, 2003. During the year ended February 29, 2004, revenues have increased more than costs have increased compared to the year ended February 28, 2003. A consistent marketing approach, mainly with an improved homepage on the Internet has had a major impact on the revenue development. The number of passengers with Swebus Express was 3.0 million during the year ended February 29, 2004 compared to 2.7 million in the prior year.

        Operating profit from coach hire services decreased by SEK 2 million, or 40% from SEK 5 million for the year ended February 28, 2003, to SEK 3 million for the year ended February 29, 2004.

        Head office costs and other items decreased by SEK 14 million, or 21% from SEK 67 million for the year ended February 28, 2003, to SEK 53 million for the year ended February 29, 2004 due largely to termination compensation payments of SEK 7 million included in the year ended February 28, 2003.

Financial Income and Expenses

        Financial income and expenses includes interest income from cash and cash equivalents and interest expense from loans received by investors and affiliated companies and other financial indebtedness. Financial expenses increased by SEK 36 million, or 31% from a financial expense of SEK 115 million for the year ended February 28, 2003 to SEK 151 million for the year ended February 29, 2004. The increase can be partly explained by an increase of depreciation of deferred financing costs by SEK 23 million due release of costs related to senior debt and the refinancing of syndicated loans with secured senior notes at 9.125%. Our foreign exchange losses for the year ended February 29, 2004 were also SEK 11 million higher compared to the year ended February 28, 2003.

Taxes

        No income taxes were paid during the years ended February 28, 2003 and February 29, 2004. The statutory rate of taxation in Sweden is 28%. However, the company recorded income tax benefits of SEK 83 million for the year ended February 29, 2004, reflecting an effective tax rate of 32%, compared to income tax benefits of SEK 49 million for the year ended February 28, 2003, reflecting an effective tax rate of 21%.

        The effective tax rate of 32% for the year ended February 29, 2004 differed from the statutory rate of 28% due to the fact that goodwill amortization was not tax deductible, decreasing the

40

effective tax rate by 2%, offset by the utilization of previously unrecognized tax loss carryforwards, increasing the effective tax rate by 6%.

        The effective tax rate of 21% for the year ended February 28, 2003 differed from the statutory rate of 28% due to the fact that goodwill amortization was not tax deductible, decreasing the effective tax rate by 2%, in addition to the fact that valuation allowances were recorded against deferred tax assets, decreasing the effective rate by 5%.

Year ended February 28, 2003, compared to year ended February 28, 2002

Revenues

        Net revenue increased SEK 532 million, or 13%, from SEK 4,226 million for the year ended February 28, 2002, to SEK 4,758 million for the year ended February 28, 2003. Revenue from the provision of bus services for local public transportation authorities increased by SEK 529 million, or 14%, from SEK 3,714 million for the year ended February 28, 2002, to SEK 4,243 million for the year ended February 28, 2003. SEK 431 million of the increase was derived from our new Stockholm contracts, which Swebus started to operate on March 4, 2002. The remainder of the increase is attributable to net gain from our contracts re-tendered during the prior financial year of SEK 49 million and increased revenue from contracts renewed at higher prices of SEK 49 million.

        Revenue from express bus services decreased by SEK 4 million, or 1%, from SEK 299 million for the year ended February 28, 2002, to SEK 295 million for the year ended February 28, 2003, largely due to the loss of a route concession.

        Revenue from coach hire services declined by SEK 16 million, or 11%, from SEK 143 million for the year ended February 28, 2002, to SEK 127 million for the year ended February 28, 2003, due to a decline in business activity resulting from poor economic developments in this market.

        Other revenue amounted to SEK 93 million for the year ended February 28, 2003, and SEK 70 million for the year ended February 28, 2002. Other revenue largely consist of sales of diesel fuel and maintenance and repair services to third parties.

Loss on Sale of Fixed Assets

        Loss on sale of fixed assets is comprised of sales of real estate, buses and other assets. Gain on sale of fixed assets decreased from a gain of SEK 20 million for the year ended February 28, 2002, to a loss of SEK 4 million for the year ended February 28, 2003, due to an exceptional property gain of SEK 14 million during the year ended February 28, 2002. The difference between 2002 and 2003 was also as a result of an increased loss on our sale of buses of SEK 26 million from a gain of SEK 6 million by the year ended February 28, 2002, to a loss of SEK 20 million for the year ended February 28, 2003.

Operating Costs

        Operating costs consist primarily of personnel costs (which include wages, salaries, social security fees and pension costs of bus drivers, mechanics and other employees), fuel, tires and other consumables costs, and other external costs, which include depot costs and head office administrative costs. Operating costs also include operating lease charges. Operating costs increased by SEK 506 million, or 13%, from SEK 3,999 million for the year ended February 28, 2002, to SEK 4,505 million for the year ended February 28, 2003. This increase is due to a number of factors, which are outlined below.

        Fuel, tires and other consumable costs have increased 14% by SEK 114 million to SEK 919 million for the year ended February 28, 2003, from SEK 805 million for the year ended February 28, 2002, largely due to the new Stockholm contract, higher fuel prices compared to the

41

previous year and increased maintenance costs due to poorly maintained used buses that were purchased for use in Stockholm.

        In addition, there has been a 11% increase in personnel costs, by SEK 257 million to SEK 2,597 million, for the year ended February 28, 2003, from SEK 2,340 million for the year ended February 28, 2002. The increased costs are largely due to an effective 3.2% increase in salary for employees and the cost of implementing our new traffic operations in Stockholm. In addition, our initial operating difficulties in the Stockholm and Uppsala regions necessitated increased manpower, driver recruitment and training, over-time and payments for inconvenient hours and additional subcontracting costs.

        Other external costs increased 16% by SEK 135 million, to SEK 989 million for the year ended February 28, 2003, from SEK 854 million for the year ended February 28, 2002. The increase was primarily due to an increase of facility costs of SEK 42 million resulting from increased rent payable due to the sale and lease back of property of SEK 17 million, additional facilities relating to the new Stockholm contract of SEK 16 million and increased operational costs due to higher electricity prices which was compounded by a severe cold winter, of SEK 9 million. In addition, provisions for loss making contracts resulted in a charge of SEK 15 million, partially offset by the reorganization and start up costs provisions taken last year of SEK 24 million and reduced costs of SEK 11 million in administration overheads and SEK 6 million in other operational costs.

        An additional factor which explains the increase other external costs is that operating lease charges increased by SEK 120 million to SEK 350 million for the year ended February 28, 2003, from SEK 230 million for the year ended February 28, 2002. This increase was principally a result of increased operational leasing of buses. The total number of buses being utilized under operating leases was 1,156 as of February 28, 2003, compared to 784 buses as of February 28, 2002.

Depreciation and Amortization

        Depreciation and amortization charges comprise principally the depreciation of buses and other vehicles but they also relate to the depreciation of tools, fixtures and fittings, buildings and computer equipment. In addition, amortization of goodwill resulting from acquisitions of bus operations is also included. Depreciation and amortization costs increased by SEK 10 million, or 3%, from SEK 362 million for the year ended February 28, 2002, to SEK 372 million for the year ended February 28, 2003, principally as a result of the increased use of operational leasing of buses leading to a decrease in depreciation, which was offset however, by increased depreciation as a result of investments in new buses for the Stockholm contracts and other renewed contracts where we were required to purchase busses. Total goodwill amortization was SEK 13 million for the year ended February 28, 2003, compared to SEK 13 million for the year ended February 28, 2002.

Operating Loss

        The operating loss was SEK 123 million for the year ended February 28, 2003, compared to an operating loss of SEK 115 million for the year ended February 28, 2002. Operating loss from bus operations for local public transportation authorities was SEK 86 million for the year ended February 28, 2003, compared to an operating loss of SEK 35 million for the year ended February 28, 2002. Operating profit from express bus services increased by SEK 4 million to SEK 25 million for the year ended February 28, 2003, compared to SEK 21 million for the year ended February 28, 2002. Operating profit from coach hire services decreased from SEK 10 million for the year ended February 28, 2002, to SEK 5 million for the year ended February 28, 2003.

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Financial Income and Expenses

        Financial income and expenses includes interest income from cash and cash equivalents and interest expense from loans made by banks. Net financial income and expense increased by SEK 1 million from a net expense of SEK 104 million for the year ended February 28, 2002, to a net expense of SEK 105 million for the year ended February 28, 2003. The increase of net financial expense of SEK 1 million can be attributed to an increase of internal interest expense of SEK 27 million. This was partially offset by lower senior debt interest expense of SEK 18 million due to lower market interest rates and repayment of our senior credit facilities during the period, an external interest income increase of SEK 7 million and other net changes of SEK 1 million. See the heading "Liquidity and Capital Resources" in this section.

Taxes

        The standard rate of corporate taxation in Sweden is 28%. However, we have not paid any income taxes for the year ended February 28, 2003, due to its loss before income taxes. The effective income tax benefit from the net loss for the year ended February 28, 2003, was 21%. The difference between the standard rate and the effective tax rate is due to nondeductible goodwill amortization of 2%, recognition of valuation allowances related to the future tax benefits of the net losses of 6% and other non-deductible items of 3%.

Liquidity and Capital Resources

        Our liquidity requirements arise primarily from our need to fund lease payments, purchase buses, service our and our indirect Parent's debt obligations, fund our working capital requirements and expand our business. We have historically relied upon cash generated from operations, borrowings under our current senior secured debt facilities and capital contributions from our direct Parent, derived in part from the issuance of the Parent Notes. We believe that our cash flows from operations, together with the net proceeds of the offering of the Old Notes and repayment of the senior secured debt facilities, will be sufficient for our debt service requirements as they become due over the next several years, including amounts which we expect to distribute to our direct Parent in connection with our indirect Parent's obligations to pay interest under the Parent Notes. Any future acquisitions may require additional financing.

        The indenture under which the Notes were issued, and the indenture under which the Parent Notes were issued, restrict, and in some cases prohibit, among other things, our and our subsidiaries' ability to incur additional debt, make prepayments of certain debt, pay dividends, make investments, engage in transactions with affiliates, issue capital stock, create liens, sell assets, and engage in mergers and consolidations. A failure to comply with these covenants could result in a default under the Notes, which in turn could result in an event of default under our other indebtedness, or an event of default under the Parent Notes.

        We have entered into interest and foreign exchange hedging arrangements in accordance with the terms of our debt obligations. You should read the information under "—Quantitative and Qualitative Disclosure About Market Risk—Foreign Exchange."

        Cash flow from operating activities for the year ended February 29, 2004, was positive at SEK 24 million, compared to negative cash flows of SEK 66 million for the year ended February 28, 2003 and a positive cash flow of SEK 39 million for the year ended February 28, 2002. The main reason for the difference between fiscal 2002 and fiscal 2003 was a strong working capital development during the year ended February 28, 2002. The working capital movement improvement during the year ended February 29, 2004, was mainly due to positive changes of liabilities.

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        Capital expenditures totaled SEK 32 million for the year ended February 29, 2004, SEK 216 million for the year ended February 28, 2003 and SEK 43 million for the year ended February 28, 2002.

        Capital expenditures primarily consisted of purchases of equipment and buses. The high capital expenditures are primarily due to investments in buses for the new Stockholm contracts during the first quarter of the financial year ended February 28, 2003, of SEK 151 million. Financing for these buses were secured in connection with a debt restructuring completed in February 2002. Of the remaining capital expenditures for the year ended February 28, 2003, SEK 16 million relates to purchases of land and equipment, SEK 9 million to the purchase of old gas buses and SEK 17 million relates to necessary bus improvements under our new contracts and compliance with environmental regulations requiring CRT filters on engines. We have secured finance leases for some of these buses for a period of four years.

        During the year ended February 29, 2004, asset sales proceeds of SEK 21 million (SEK 75 million for the year ended February 28, 2003) were generated from the sale of used buses. This compares to SEK 221 million in the year ended February 28, 2002, of which SEK 145 million were generated from the sale of properties and SEK 76 million were generated from other asset sales, primarily sales of used buses. The SPP (Alecta) receivable was sold during the same period, providing cash of SEK 81 million, of which SEK 34 million was paid to the previous owners of Concordia.

        In our opinion, our cash from operations, together with the net proceeds of the offering of the Old Notes and repayment of our senior secured debt facilities, will be sufficient to fund our ongoing operations, our working capital requirements and capital expenditures for the foreseeable future.

        We have entered into operating lease agreements to finance a portion of our bus fleet. As of February 29, 2004, 1,317 of our 3,908 buses were financed through operating lease arrangements. The net present value of outstanding obligations for buses as of February 29, 2004, was SEK 905 million (the net present value of our outstanding obligations under leases relating to real estate as of February 29, 2004, was SEK 52 million).

        The large majority of lease terms for buses include residual value guarantees from the bus manufacturer, whereby we retain an option to return the buses to the manufacturer without cost to us. The number of buses that can be returned under these agreements is subject to limitation.

        The structure of the lease contract is such that at the inception of a new lease contract, the leasing fee is established based on the purchase price paid by the lessor and the residual value agreed with the manufacturer for the period of the lease. At the end of each leasing contract period each leasing contract can be renewed or terminated (and we have an obligation to renew the lease contracts for a certain aggregate number of buses). The lease payments for the second leasing period are always at terms based on the fair value at the date of the extension which are lower than the payments during the initial term. If we are successful in renewing or extending a local public transportation authority contract, our leasing contract can be renewed at terms based on the fair value at the date of the extension. This is likely to result in lease payments which are substantially lower than the payments during the initial term.

        In a situation where we are not able to pay outstanding lease fees, the lessor has the right to retain the buses at our expense and also obtain additional compensation based on the outstanding leasing fees at the time when the non-payment situation occurred. Further, in the event of an acceleration under the Senior Notes following a default, all or part of the leasing contracts covering a significant portion of our leases may be terminated at the option of the lessor. This could have a material adverse effect on our business.

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        The following table summarizes our contractual obligations and the expected settlement dates for the different obligations as of February 29, 2004:

			Payments due by period:
		Total	less than 1 year	1-3 years	3-5 years	after 5 years
		(in millions of SEK)
Contractual obligations:
Long-term debt		1,198	—	—	—	1,198
Debt to affiliated companies(a)		368	366	—	—	2
Operating leases		1,320	421	634	239	26
Financial leases		26	8	15	3	—
Purchase obligations(b)		22	22	—	—	—
	Total contractual obligations	2,934	817	812	105	1,200

(a)

Represents the Company's initial shareholder loan of SEK 501 million due to Concordia Bus AB net of repayments made where there are no contractual requirements to repay the debt at a specified date. Concordia Bus AB, a holding company without any cash of its own, has semi-annual obligations to pay interest of 11% on its outstanding Euro 160 million bonds. Concordia Bus AB has the ability to call amounts of this long term liability as due and payable as needed in order for it to make its interest payments on the bonds.

(b)

Obligations to purchase 15 buses.

Market Risk

        In order to protect us against fluctuations in the price of diesel fuel, we annually enter into derivatives contracts in order to fix the non-tax portion of the price of diesel fuel for its bus operations for the year. We currently have hedges in place for diesel fuel costs for the period from March 1, 2004, to February 28, 2005. We seek to reduce this exposure through managing our fuel price exposure in Swedish Kronor and have entered into forward purchase contracts for 18% of our fuel requirement for the next financial year. We believe this managing of our diesel fuel price exposure, together with the protection provided through the diesel fuel price indexation provisions in many of our contracts, will effectively provide a combined hedge covering approximately 58% of our projected diesel fuel costs in fiscal year 2005. Our intention is to hedge an additional 12% to achieve our target of effective hedge of 70%. See "—Quantitative and Qualitative Disclosure About Market Risk—Fuel Prices."

        As of the date hereof, SEK 1,198 million of our loans were denominated in euros. We intend to minimize our exposure through market instruments, limit the fluctuation in the amount of our interest payments on the Notes, in Swedish Kronor, by limiting our exposure to potential fluctuations in the Swedish Kronor/euro exchange rate. We have entered into euro interest rate swaps to manage our exposure in respect of a euro-denominated intercompany loan which we extended to Concordia Finland. See "—Quantitative and Qualitative Disclosures About Market Risk—Interest Rates" and "—Foreign Exchange."

Trend Information

        During the year ended February 29, 2004, we submitted tenders for 1,346 buses out of the 1,999 buses that were open for competitive tenders, which included contracts for routes where we already operated 573 buses. Of these 1,346 units results for 1,318 units have been announced. We retained 203 buses out of the 573 buses we operated. Lost units include our Gothenburg contract, which was for 140 buses. In addition, we won a total of 354 units from our competitors. We currently await results on a further 28 units, of which Concordia operates 16 units. We currently await the results of a tender relating to 70 buses, of which we operate 62 buses. This outstanding

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tender relates to Karlstad in Sweden, where we have lodged a complaint against the CPTA for unfair practice as our bid was lower by SEK 1 million compared to the announced winner. The court has temporarily suspended the CPTA's award of the contract to the announced winner pending its determination of the merits of our complaint and we await outcome of the proceedings. We have prolonged our contracts on Karlstad for one year following a recent court decision upholding our complaint.

        We anticipate tenders for approximately 1,290 buses during the financial year ending February 28, 2005, of these buses we have 256 or 36% of the total buses in Sweden, 61 buses or 22% of the total in Norway and 159 or 52% of the total buses in Finland. Notably we have 25 contracts expiring. These also cover loss making contracts in Vantaa, Finland and Sweden.

        Pricing on contracts won was higher by 27%. Our biggest loss was our contracts in Gothenburg, totalling 140 buses, due to highly competitive pricing by one or our competitors. We believe that the resulting impact of these gains by the new operator will not harm our competitive position.

        We have finalized contractual agreements with our unions for fiscal 2005, which will lead to an effective pay increase of 2.26%. In addition, effective January 1, 2003, our pension costs have increased by 2%. It is not clear at the present time whether the indexation on our CPTA contracts will fully compensate us for these cost increases.

        We believe that the favorable pricing environment in Sweden in urban city areas and moderate price increases in Finland will continue in the next fiscal year.

Quantitative and Qualitative Disclosures About Market Risk

        The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are:

•

interest rates on debt;



•

foreign exchange rates;



•

fuel prices; and



•

inflation.

        The following risk management discussion and the estimated amounts generated from analytical techniques are forward looking statements of the market risk assuming certain market conditions occur. Our actual results in the future may differ materially from these projected results due to actual developments in the global financial markets.

Interest Rate Risk

        Interest rate risk refers to the risk that changes in the market rate of interest adversely affects Concordia's interest cost. How fast a change in the interest rate will influence the net interest depends on the borrowings fixed interest term.

        Concordia is mainly exposed to interest rate risk in its operational leases which are based on among other things a floating market interest rate. To reduce the interest exposure in the lease portfolio, Concordia has entered into interest rate derivatives which hedges the interest for a portion of the lease commitment. The outstanding interest rate derivatives have notional amounts totalling SEK 237.5 million at February 29 2004. In addition there are interest rate derivatives having a total notional amount of SEK 100 million which will come into effect after February 29, 2004. All interest rate derivatives mature in 2005.

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        Based on the nominal value of the operational lease commitment at February 29, 2004, assuming all lease contracts would be extended to the economic life of the leases, of SEK 1,320 million, a one basis point change in interest rates would increase lease charges by approximately SEK 13.2 million per annum. The calculation includes the effects of outstanding interest rate derivatives.

Foreign Exchange

        We are also exposed to currency fluctuations on our loans, primarily as a result of having to make interest and principal payments in euro on the Notes. We have entered into collar arrangements through the sale of puts and the purchase of calls with the same settlement dates. While this arrangement caps the amount of benefit we can obtain from an appreciation of the Swedish Kronor against the euro, it also caps our potential increased interest costs through a depreciation of the Swedish Kronor against the euro. Our indirect Parent currently hedges at least 50% of its future interest payments on the Parent Notes against adverse movements in the Swedish Kronor/euro exchange rate in accordance with the terms of our current senior secured debt facilities. We and our indirect Parent will undertake a review of our respective policies following the offering of the Notes, as a substantial amount of our collective borrowings will be denominated in euro. See "—Liquidity and Capital Resources." We estimate that, after giving effect to the offering of the Notes, a 10% depreciation in the value of the Swedish Krona against the euro would increase our interest costs relating to the Notes by approximately SEK 10.9 million per annum (assuming a SEK 9.2175/€1.00 exchange rate and assuming that we successfully hedge 50% of our exposure. Any such depreciation could have a material adverse effect on our financial condition.

        The group is also exposed to foreign exchange rate changes through the purchase of diesel fuel. Diesel fuel is priced in the international commodity markets in US dollars. Concordia receives compensation for a portion of changes in diesel prices through revenue indexes in the contracts with the CPTA's. It is estimated that this index compensation reduces 43% of the exposure to diesel price changes. To further reduce the exposure, Concordia has entered into diesel derivatives in Swedish kronor and thereby hedged the foreign exchange rate risk for 17 percent of the consumption for the coming 12 months beginning March 1, 2004. Based on the budgeted diesel consumption, a 10 percent depreciation of the Swedish crown against the US dollar would increase the diesel costs by SEK 7.5 million for the coming financial year beginning March 1, 2004. The calculation includes the effects of outstanding diesel derivatives and the computed index compensation.

Fuel Prices

        We are also exposed to commodity price risk through our requirements for diesel fuel. Diesel fuel is priced in the international commodity markets in US dollars. We purchase our diesel fuel requirements out of our operating revenue, which is largely denominated in Swedish Kronor. Therefore, we are exposed to currency fluctuation risk between the dollars and the Swedish Kronor. We currently have hedges in place to purchase portions of our diesel fuel at fixed SEK prices through February 28, 2005. We have achieved this fixed SEK price through a combination of two hedges. We have a fuel price hedge to purchase diesel fuel at fixed dollar prices and a corresponding currency hedge to fix the SEK rate at which we purchase dollars. We hedge only the non-tax portion of our diesel fuel costs. We estimate that a 10% depreciation in the value of the Swedish Kronor against the dollar would increase our diesel fuel costs by approximately SEK 8.6 million per annum.

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Inflation

        Inflation had no material impact on our operations during the year ended February 29, 2004. However, due to the nature of our contractual business where cost increases are compensated through movements in agreed indices (elements of total inflation) we are currently subject to under-compensation due to a mismatch between our industry costs and our relative level of compensation from the indices which the local transportation authorities use to compensate us. A 1% increase in inflation would have a positive benefit of approximately SEK 6 million per annum when compared to the previous year.

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BUSINESS

Overview

        We provide public bus transportation services in Sweden, Norway and Finland, operating through our three main operating subsidiaries: Swebus, SBC and Concordia Finland, respectively. We also provide express bus and coach hire services. In Sweden, we currently operate 3,156 buses, and are the largest operator through Swebus, with an estimated market share of approximately 31.3% of the public bus transportation market (measured by the number of buses in operation). In Norway, SBC currently operates approximately 405 buses and has an estimated 20% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities. In Finland, Concordia Finland currently operates 347 buses and is the second largest operator in the greater Helsinki area with a market share of 26%.

        For the year ended February 29, 2004, we had net revenue of SEK 4,761 million.

Business Strengths and Strategy

        Our business strengths include:

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Leading market position. We are the largest bus operator in the Nordic region. We believe that our market position increases our competitiveness in bidding for profitable contracts with a higher return on capital, as we can demonstrate to the local public authority (the "CPTA") awarding the contract the expertise and resources necessary to handle a wide range of contract requirements successfully. In addition, our competitiveness is enhanced by our ability to achieve economies of scale across our operations.



•

Steady revenue streams from long-term contracts. The substantial majority of the bus transportation services we provide are under long-term contracts (generally five to eight years) with local public transportation authorities, pursuant to which we provide services for certain identified bus routes, usually for fixed annual fees. Our fees are periodically adjusted based on price indices aiming to reflect cost changes and thereby protect our margins for that period. The revenue streams from our long-term contracts are largely steady because we receive a fixed annual fee from the respective public transportation authorities rather than variable passenger ticket receipts.



•

Favorable price environment for operators. Recent consolidation in our market has reduced the number of bidders for the larger, more attractive contracts and, together with continued strong demand for bus travel, has produced a favorable price environment for operators when tendering for contracts. For example, in fiscal 2002, fiscal 2003 and fiscal 2004, contracts awarded to us were renewed at prices between 10% and 54% above the existing prices.



•

Sophisticated resource management systems. In addition to Hastus, our computerized traffic planning system, we benefit from a proprietary logistics management system, Sintopt. We believe that these systems together allow us to manage our buses and drivers more efficiently than our competitors, which reduces costs and allows us to bid more competitively for new contracts.



•

Substantially strengthened management team. We believe that our operational management has been substantially strengthened during the last 24 months. We have replaced approximately 60 senior and mid-level managers, primarily at our principal operating subsidiary Swebus. We have replaced all of our regional managers, as well as the managing director of Swebus and its director of operations. In February 2004, our senior

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management team will be further strengthened by the addition of a new chief operating officer, who brings with him significant operational experience within our industry.

        Our principal objective is to maximize our profitability, cash flow and return on capital. To that end, our strategies include:

•

Renewing contracts on improved terms. As a legacy of the highly competitive environment immediately following deregulation of our market, some lower-margin, lower-return contracts remain in our portfolio. As these existing lower-margin contracts expire, we seek to renew them on more favorable terms reflecting market prices and conditions seen in the last few years (including higher prices, longer durations and price adjustment mechanisms which more accurately reflect our cost structure), or to redeploy our resources to other, more attractive contracts. Our internal contract approval criteria are strictly controlled and our new contracts must produce positive free cashflow from the first year and are focused on maximizing total cash generation and return on capital. By February 2004, new (as opposed to inherited) contracts represented approximately 55% of our revenue.



•

Improving indexing in contracts to reflect operating costs more closely. We have reduced the impact of cost volatility within our business by successfully lobbying for contract adjustment provisions that more closely reflect the costs of an operator. The level of the fee paid to us by local public transportation authorities is adjusted periodically based on an index. Historically, a substantial portion of contracts have contained cost indices based on a consumer price index, which has not appropriately reflected key elements of our cost base such as wages and diesel fuel. Along with our competitors, we continue to lobby for either (i) a price adjustment index which reflects bus industry costs or (ii) a combination of a consumer price index, a labor cost index and a diesel fuel price index.



•

Optimizing capital allocation and return on bus fleet investment. We seek to make efficient use of capital and other resources through the deployment of an increasing proportion of our buses under operating leases which include residual value guarantees from our bus suppliers (which enable us to return buses to them at no further cost to us). We also seek to use our fleet of 3,908 owned and leased buses to keep our new capital requirements to a minimum and maintain our bus fleet at an optimal average age by reallocating buses across contracts.



•

Increasing productivity and realizing expected cost savings. We continually seek to achieve productivity improvements and cost savings, and to maximize the utilization of our drivers and our bus fleet, through such measures as more accurate internal reporting mechanisms, driver training programs and the use of resource management systems. Our size allows us to test productivity-related improvements locally before rolling them out to our entire operation. We expect to realize further cost savings of SEK 30 million to SEK 40 million from the implementation and optimization of our traffic planning systems in addition to the already realized cost savings of approximately SEK 18 million.



•

Fuel price hedging. We have also sought to reduce the impact of cost volatility within our business through fuel price hedging. We seek to reduce this exposure through hedging our fuel price exposure in Swedish Kronor and have so far entered into forward purchase contracts for over 18% of our fuel requirements for the fiscal year ending February 28, 2005. We believe this hedging of our diesel fuel price exposure, together with the protection provided through the diesel fuel price indexation provisions in many of our contracts, currently effectively provides a combined hedge covering approximately 58% of our projected diesel fuel costs in fiscal 2005. We intend to enter into further arrangements to bring this level of effective hedging to our target of 70%.

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•

Selectively expanding our operations. We seek to expand selectively, in particular where synergies may exist with our current contracts in terms of geography or other bus fleet optimization factors that would allow us to achieve a high return on capital employed. For instance, we have recently expanded from 60 to 200 buses in the Skaraborg region in western Sweden, taking advantage of our existing depot and other resources.

History and Development of the Company

        Our legal name is Concordia Bus Nordic AB (publ) and our commercial name is Concordia. We were incorporated on December 22, 1932. Concordia is domiciled in Sweden and is a public limited liability company. We are incorporated in Sweden and our registered address is Solna Strandväg 78, SE-171 54, Solna, Sweden. Our financial year ends on the last day of February. Our authorized and issued share capital is SEK 16,000,000 divided into 160,000 shares of one class with a nominal value of SEK 100 each. The share capital is fully paid. Our telephone number is +46 8 546 300 00. Our agent for service of process is CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

        In January 2000, Concordia Bus AB, backed by SG (the then-parent company of SBC) and certain private equity funds affiliated with Goldman Sachs International, acquired Concordia Bus Nordic. On February 28, 2001, we acquired SBC with effect from February 1, 2001.

General

        Our core business is providing bus services to local public transportation authorities in Sweden (our most important market), Norway and Finland. In our markets, the substantial majority of bus transportation services are provided under long-term contracts (generally five to eight year terms) with local public transportation authorities, according to which the bus operator provides services for a specific set of bus routes for fixed annual fees (subject to periodic adjustments based on price indices) which we refer to as "gross agreements." These contracts provide us with steady revenue streams because we receive a fixed annual amount from the respective public transportation authorities rather than relying on passenger ticket receipts. Certain contracts, called "net agreements," include passenger numbers as part of their pricing. Public transportation authorities have shown an excellent record of payment and have in the past rarely faced bankruptcy or insolvency. In the year ended February 29, 2004, we derived approximately 89.1% of our revenue from a combination of gross agreements and net agreements in Sweden, Norway and Finland. We operate under approximately 200 contracts with local public transportation authorities, the largest of which accounted for only 5.2% of our net revenue in the year ended February 29, 2004. The top 25 contracts accounted for approximately 51.2% of net revenue in the year ended February 29, 2004.

        We also provide express bus services (scheduled intercity or long distance bus services) and coach hire services.

        Following deregulation in 1989, there was a wave of consolidation in the Swedish bus market. This has resulted in three large operators who have a combined market share in the contractual public bus transportation market in Sweden of approximately 64% (measured by the number of buses in operation). Swebus is the largest operator with a 31% market share. (Source: Svenska Lokaltrafikföreningen, the Swedish local traffic organization, or "SLTF".) Recent tenders for bus transportation contracts provide evidence that consolidation in the industry in Sweden has produced a more favorable pricing environment. We expect this trend to continue in the near term. We also believe that a similar pattern of pricing dynamics is now beginning to occur in Norway and Finland.

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        Over the last two years, we have rolled out the initial phase of the Hastus planning system at all our locations. In its initial phase of use, the Hastus system captures traffic planning data and uses it to produce unoptimized bus and driver schedules. The subsequent phase of Hastus use involves the entry of additional data, in particular data relating to the relationships among different bus routes, to produce optimized schedules. We augment our use of Hastus with Sintopt, our proprietary logistics system. Sintopt uses higher level algorithms to enable us to achieve increased levels of optimization with our bus and driver schedules. We have also strengthened our traffic planning department in order to better utilize our driver and bus fleet resources. Currently approximately 34% of our driver hours have been subject to some level of optimization. We believe we will achieve 100% optimization of all traffic plans within the next 18 months. We expect to fully realize further cost savings from the implementation of these systems of SEK 30 million to SEK 40 million during this period, in addition to the cost savings of approximately SEK 18 million already realized. In addition, we have also identified other sources of cost savings, including fuel consumption optimization, purchasing cost savings, and reductions of employee sickness and absences.

        The improved planning and scheduling described above, combined with an integrated plan for bus fleet utilization and maintenance, enable us to determine with a higher degree of certainty the optimal number of buses needed for our existing operations. We are currently in the process of developing a capital optimization system, which we expect will be functional in the second quarter of fiscal 2005. The system will help us minimize bus investments by allowing us to align the characteristics of our bus fleet to the average and maximum age specified in our contracts. In addition, we are focusing our efforts on utilizing our existing fleet to provide new revenues through alternative uses, such as local coach and school bus hire.

        We have improved our bus maintenance procedures by implementing a new fleet maintenance planning system, known as ASW. ASW improves our ability to schedule bus maintenance and capture costs and analyse data for cost reduction. Going forward, we will improve our ability to schedule maintenance staffing requirements through implementation of an updated version of ASW. We have also reduced the number of different types of buses in our fleet by reducing the number of manufacturers and models we use. In line with our operating lease strategy we have entered into framework agreements for the supply of buses with Volvo and Evobus. We have re-negotiated our agreement with Volvo, securing our requirements for the next four years. We believe that further bus standardization will continue to reduce maintenance costs and downtime and increase bus utilization.

        We have developed and are in the process of implementing a web-based system for our personnel (such as tracking absence for medical reasons) and a new Operational Management System (OMS). This system is the last phase of our IT strategy and brings together operational data residing in our centralized database and provides several new ways for us to track our business operations, such as kilometer/fuel tracking, driver activity capture and daily production statistics. The system is now operational in a majority of our locations.

        As the largest operator of buses in the Nordic region, we have achieved significant savings by centralizing more of our bulk/commodity purchasing. We obtain the majority of our diesel fuel requirements in bulk from the major Nordic petroleum companies. We rent our tires from Michelin on a per-kilometer basis. We have succeeded in increasing the percentage of purchases that we make under centralized purchase agreements (excluding fuel and tires) from 10% in 1999 to approximately 91% today and expect to increase the utilization of central purchasing agreements further.

        We have reduced the impact of cost volatility within our business by negotiating for contract adjustment provisions that better reflect operating costs. The level of the fee paid to us by local

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public transportation authorities is adjusted periodically based on an index. Historically, a substantial portion of contracts have contained cost indices based on a consumer price index, which did not appropriately reflect key elements of our cost base such as wages and diesel fuel. We now increasingly seek to include a combination of a consumer price index and a labor cost index as well as a diesel fuel price index in proportion to our underlying cost base. We have also sought to reduce the impact of cost volatility within our business through fuel price and foreign exchange risk hedging.

        Our ultimate goal is to move towards becoming an "asset free" bus operator that acquires transportation capacity by the kilometer and focuses on providing the most efficient bus service possible. We have initiated a program designed to reduce our residual asset value risk and significantly reduce operating risks, financing costs and capital employed. This program is based on a combination of residual value guarantees and operating leases. In the year ended February 29, 2004, we had 1,317 buses under operating leases with a present value of future minimum lease payments of SEK 905 million. The key elements of this strategy for us are (i) to match operating lease terms with the duration of the underlying public transportation contracts and (ii) to obtain residual value guarantees from bus manufacturers. If we are successful in implementing this strategy more broadly, we will substantially eliminate our capital expenditures on buses, thereby freeing up considerable capital.

Sweden

General

        As of February 29, 2004, we operated 3,156 buses in three bus transportation markets in Sweden:

•

contractual public bus transportation;



•

express bus services (scheduled intercity or long distance bus services); and



•

coach hire services.

        Contractual public bus transportation services operated 2,989 buses, express bus services 99 buses and coach hire services in Sweden operated 68 buses. Our Swedish operations generated revenue of SEK 3,986 million for the year ended February 29, 2004.

Contractual Public Bus Transportation Service

        As of February 29, 2004, we were operating 2,989 buses under 154 public bus transportation contracts with local public transport authorities.

        As of February 29, 2004, we had a market share of approximately 31.3% (in terms of number of buses) of the Swedish contractual public bus transportation market. We have a relatively even distribution of our contract portfolio in terms of revenue among the southern, eastern and western regions of Sweden. Due to the economics of the bus industry in the northern region of Sweden, we have a smaller presence in this region. We intend to focus on areas of high urban concentration and to review our contract portfolio critically with regard to smaller, less profitable contracts, particularly those relating to areas of relatively low population density.

        The greater city area of Stockholm, together with Gävleborg, Halland, Malmö and Uppsala, are our most important markets, and collectively account for approximately 62% of our total revenue in Sweden.

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        Bus services are provided in the Swedish public bus transportation market according to publicly tendered contracts entered into by bus operators with local public transport authorities. See "—Regulation—Sweden Tendering Procedures."

        Most Swedish bus operators have similar cost bases, as most bus drivers are in the same unions and most buses meet similar specifications. We believe the difference in competitive power comes from a bus operator's ability to optimize its depot structure, its skill in planning and scheduling, and its ability to solve the complex logistical issues involved in meeting the requirements of the contracts. Having access to a large fleet and being able to shift resources significantly benefit the larger operators.

Regulation

        In Sweden, the administration of public transportation for a particular region is delegated to the relevant local public transport authorities, which plan, price and coordinate public transport within their geographical area and which enter into contracts with both public and private operators. There are 24 independent local public transport authorities in Sweden, which cover the 21 provinces of Sweden and its five largest cities.

        Prior to 1989, public transportation contracts were not subject to competitive tendering procedures and operators typically monopolized a particular public authority's geographical area of responsibility. In 1989, Sweden began requiring, subject to specific exceptions, local public transport authorities purchasing bus services to conduct competitive tender procedures. This deregulation and the resulting price competition led to a reduction in contract prices by an estimated 20% to 30% in real terms in the decade after competitive tendering requirements were introduced in 1989. During this period, the underlying costs for bus operators increased significantly due to increases in vehicle and diesel fuel taxes and diesel fuel costs. Although operators are compensated based on a consumer price index which takes fuel costs into account, overall, in recent years, this index has not risen sufficiently despite the increase in the component based on fuel costs to reflect the increase in our costs. Therefore, operators have not been compensated in a manner allowing them to cover their increased costs fully. This trend led to consolidation in the industry and begun to produce a more favorable pricing environment. As a result, commencing in 1998 and to a greater extent in 2000 through 2003, we have renewed contracts at higher prices.

Tendering Procedures

        Under Swedish law implementing European Union directives concerning public procurement, public bus transportation contracts must be awarded on a commercial basis and, subject to limited exceptions, must involve a competitive bidding process.

        Typically, following a study of the community's transportation needs and input from transportation providers, the local public transportation authorities determine the required bus routes, schedules, fares and other requirements. Invitations to tender contain bid information packages which state the specific routes and timetables to be covered by the operator and usually contain requirements regarding bus types, technical standards (seats, age, design, etc.), exterior appearance requirements, the environmental standards (such as types of fuel, emissions standards and requirements for exhaust filters) and quality requirements.

        The local public transport authorities are required to follow established criteria for awarding contracts, of which the single most important is typically price. Other factors may be considered, including the cost of adapting to a new operator and the level of service quality. In many cases, local public transport authorities choose to subdivide procurement into a series of contracts, each with a specified portion of a community's routes to avoid having a single operator dominating a large area.

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Contracts

        While each public transportation contract is different, there are many terms common to virtually all of them. These contracts, other than contracts for school bus transportation, are generally for five to eight year terms, although many have recently provided for the extension of the term. In some cases, there are options which may be exercised by either Swebus or the local transportation authority, but other options are exercisable only by the local transportation authority. Extension options exercisable only by the local transportation authorities generally provide for one or two year extensions.

        The various criteria set forth in the bid information package, as described in the heading "Tendering Procedures" in this section, become part of the contracts. Bus operators must then seek to comply with these requirements as efficiently as possible. In isolated cases, there are provisions that an incoming operator must purchase used buses from the outgoing operator.

        Public transportation contracts in Sweden usually provide for fixed fees to be paid to the operator in return for the contracted bus services, which fees are subject to monthly, quarterly, semi-annual or annual fee adjustments intended to account for changes in costs incurred. At present, contracts with local public transportation authorities that produce a substantial portion of Swebus' revenues in Sweden contain cost indices based on a consumer price index, although it is becoming increasingly common to negotiate indices which reflect bus industry costs or an index which contains a labor or fuel cost component. Although management believes that Swebus' indices will match bus operation industry costs more closely than in the past, there can be no assurance this will be the case. See the subheading "Risk Factors—Risks Related to the Company—If indices in our contracts do not reflect our cost increases, our business could be adversely affected."

        Over 90% of the public transport contracts subject to competitive bidding are gross agreements, which means the operator receives a fixed amount (usually per vehicle kilometer) for operating the routes and there is no direct financial benefit to the operator for increasing passenger volumes. The local public transportation authorities retain all ticketing revenues and set the fares.

Express Bus Services

        We operate an extensive network of express bus services under the trade name "Swebus Express" which operates under a separate legal entity called "Swebus Express AB" and provides public long distance transportation. In the year ended February 29, 2004, we employed approximately 99 buses on a full time basis for express bus services in Sweden. We operate daily and weekend services throughout Sweden, as well as international routes between Oslo and Stockholm and Oslo, Gothenburg and Copenhagen. Our express buses covered in aggregate approximately 354,000 kilometers per week during the year ending February 29, 2004, and transported more than 3.0 million passengers.

        For the year ended February 29, 2004, express bus services in Sweden had total revenue of SEK 327 million. Providing an extensive national network and a seamless mode of transport between a large number of destinations has become Swebus' main competitive advantage. Swebus Express sells tickets on the buses as well as in advance through ticket agencies. Swebus' policy is to provide coaches for any passengers who want to travel and who arrive at the applicable embarkation points at scheduled departure times. We do not allocate particular seats for passengers. We offer discounts for children, students and pensioners as well as for all passengers travelling on Mondays to Thursdays inclusive (subject to some exceptions). Management believes that the increase in the amount of pensioner travel on Swebus Express reflects pensioners' growing demand for inexpensive flexibly scheduled travel.

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        Express bus services in Sweden are generally deregulated so that an express bus service operator has full responsibility for all aspects of the service, including route planning, schedules and fares. In some regions, express bus services are combined with regional or local public bus services. In these circumstances the local public transportation authorities compensates the express bus operators for making a number of stops in proximity to a regular local public bus service within a region.

        We believe that the express bus service industry will enjoy continued growth as more routes are developed and more passengers appreciate the price competitive service as compared to rail and airline services and, more importantly, the high costs of driving private cars. Based on current demographic trends, we expect that the potential passenger base for express bus services will expand as the number of people engaged in long-distance employment or studies increases.

Coach Hire Services

        We also operate a coach hire service under the name "Interbus," which operates under a separate legal entity called "Interbus AB." The coach hire market involves providing chartered bus services, as well as daily and weekend excursions, sightseeing tours and special events. Interbus operates a coach hire service business in the Stockholm and Gothenburg areas. As of February 29, 2004, Interbus operated approximately 68 full-time coaches and additional express buses as needed. Our coach hire bus fleet consists of a range of buses from small 10-seat buses to large luxurious sleeper coaches.

        For the year ended February 29, 2004, we had total third party revenue of SEK 137 million from coach hire services in Sweden. The Swedish coach hire market is concentrated primarily in densely populated areas, such as Stockholm, Gothenburg and Malmö. The customer base for the coach hire market is diverse, ranging from small groups organizing private outings to organizers of major sporting events.

        Interbus' typical customers include major event planners, corporations and travel agencies. Swebus' coach fleet size enables it to meet the requirements of a wide range of customers and to manage bus transportation for both small and large events. We are one of a few major operators in Sweden which has the capacity to satisfy larger customers. A significant and growing portion of the coach hire service is related to cruise line operations. Our fleet size improves our competitiveness in this market because cruise ships require operators with significant carrying capacity to ferry people between the ship and the relevant city, or to provide sightseeing tours.

Competition in the Swedish Bus Transportation Market

Contractual Public Bus Transportation

        Deregulation has changed the nature of competition in the Swedish bus industry. Over the past several years, the Swedish contractual public bus transportation market has experienced intense price competition. In this competitive pricing environment, large companies with advantages of economies of scale, such as Swebus and Connex, have enjoyed expansion at the expense of relatively inefficient larger carriers (including operators owned by the local public transport authorities) and smaller bus operators. As a result of this competition there are currently three large private bus operators.

        The Swedish contractual public bus transportation market features a few operators that hold large shares of the market and many small local operators. Management believes that the relative market shares of the three largest Swedish bus operators are Swebus (with approximately 31.3% of the market), Busslink, (with approximately 16% of the market) and Connex (with approximately 17% of the market). (Source: SLTF). Swebus, Busslink and Connex are the only national competitors.

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        In rural markets, and, in particular, in the northern region of Sweden, large bus companies face stiff competition from small, privately owned local operators, who have formed into loose cooperative ventures in which bus fleets are pooled and who can operate very flexible schedules and are not heavily unionized. These factors, combined with the lower levels of operations in northern areas that do not benefit large scale operators, allow these smaller operators to bid for services at prices that are often not economically viable for larger operators such as Swebus.

        In general, we believe that we face more competition on tenders that require less than 50 buses, as there are more operators capable of servicing such requirements. In the tenders for larger contracts, such as in the major cities, there is generally a maximum of four operators tendering.

Express Bus Services

        The express bus market in Sweden is fully open to competition and is highly fragmented. In the year ending February 29, 2004, we had more than 50% market share of the Swedish express bus service market, as measured by kilometers served. (Source: SLTF). We operate 99 buses in this market. The next largest operator is Säfflebussen, which operates primarily between Gothenburg and Stockholm and to Oslo. Säfflebussen has a market share exceeding 20%.

        The third largest operator is Svenska Buss, which is a joint venture among seven privately owned bus companies and operates primarily in the south of Sweden. Svenska Buss has a market share of about 10% and operates primarily between Stockholm and several northern cities.

Coach Hire Services

        The coach hire market is fully open to competition, and is more fragmented than the contractual public bus transportation market. While we dedicate approximately 68 buses to coach hire services, the market is characterized primarily by small to medium-sized operators. The medium-sized operators typically have between 10 and 20 buses. The small operators are usually private companies operating up to four buses, where the owners of the buses both drive and maintain the buses themselves. The small operators are cost efficient and highly competitive, but cannot bid for larger contracts due to their limited resources. Within the bus industry, the coach hire market is the segment that is most sensitive to general economic conditions, as tourism and attendance of special events are more directly affected by economic conditions than the basic transportation requirements provided by public contractual bus operators. Nevertheless, we have been able to adjust the scale of our coach hire operations, so that our operating margins in this segment have been less volatile than revenues in times of downturns.

Insurance

        Swebus carries the following types of insurance: general legal and product liability, property and business travel insurance. We generally self-insure with respect to ordinary course damage to our bus fleet. Swebus believes that it carries types and levels of insurance that are consistent with the types and levels carried by other major bus operating companies in Europe. Swebus does not carry business interruption insurance, but this is common for many European businesses, particularly those (like Swebus) in which the risk of major interruption of business is small.

Environmental Matters and Other Regulations

        We are required to comply with a series of Swedish and EU environmental, health, and safety regulations. These regulations include requirements regarding emission standards, safe storage of diesel fuel, and proper maintenance for the buses. In addition, public transportation contracts stipulate additional environmental standards relating to emission standards and the maintenance of

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the bus fleet. We believe that Swebus materially complies with these regulations and contract requirements.

Intellectual Property

        Swebus has six registered trademarks in Sweden: "Swebus Express," "Nepal Resor," "Resecentrum," "Fjällexpressen," "Helsingborgstrafiken," "Swebus" and our company logo. In addition, "Swebus" is a registered trademark in the European Union.

Legal Proceedings

        Swebus is not currently involved in any material legal proceedings.

Norway

Contractual Public Bus Transportation

        SBC is the sixth largest bus operator in Norway, with 405 buses and a market share in the greater Oslo area of approximately 16.5% and a market share in southeastern Norway of 20%, based on results of competitive tenders. SBC's operations generated revenue of SEK 365 million for the year ended February 29, 2004.

        SBC operates principally in the contractual public bus transportation sector in the city of Oslo and the greater Oslo area of Akershus. SBC also operates in the counties of Vestfold, Oppland and Østfold in Southern Norway, SBC primarily operates under four traffic agreements, of which two have been renewed and amended on several occasions since their inception. In 1976, SBC entered into an agreement with Stor-Oslo Lokaltrafikk AS for public transportation outside the city of Oslo. Stor-Oslo Lokaltrafikk AS is controlled by the local public transportation authorities in the county of Akershus. In the last two years we have won two contracts and have increased our geographic presence in southern Norway. In addition, we have lost a number of contracts, including one in Slemmestad and one in Romerike.

        In 2004, management estimates that the Norwegian market for contractual public bus transportation employed approximately 7,000 buses and amounted to NOK 8.9 billion (SEK 9.9 billion). There are 19 local public transport authorities in Norway each of which is responsible for public bus transportation in one of Norway's 19 counties.

Regulation

        The administration of public transportation in Norway for a particular region is delegated to the relevant local public transportation authorities, which are responsible for planning, pricing and coordinating public transport within their geographical area. Local public transport authorities in Norway may subject bus service procurement to a competitive bidding process, but are not required by law to do so. As of February 29, 2004, only ten of the 19 local public transport authorities in Norway had opted to use competitive bidding methods as their means of distributing public transportation contracts. SBC expects, however, that further local public transport authorities will follow suit because of the significant cost savings associated with putting a contract up for competitive tender. If competitive bidding is not used, bus operators negotiate with local public transport authorities to provide exclusive service for specific routes for specified periods (up to ten years). Bus operators are aware that if they do not offer competitive prices, the authorities will open bidding either in a formal tendering process or by simply requesting competitors to approach them with offers. The threat of competitive bidding has also increased the bargaining power of the public authorities and caused prices to decrease. The level of public subsidies varies largely from province to province in Norway, and management estimates that the average level of subsidies in Norway is

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approximately 40%. SBC believes that the general trend is that the level of subsidies is generally decreasing. For further information relating to subsidies, see the subheading "Risk Factors—Risks Related to the Company—The local public transport authorities rely on government subsidies. Removal of these subsidies could drive down local public transportation authorities' contract fees."

Competition

        In Norway, the public transportation market has begun to experience developments similar to those that have occurred in Sweden. These developments include price competition and consolidation. Nevertheless, the Norwegian bus industry remains fragmented with approximately 240 bus companies operating a total of approximately 8,700 buses in 2003. Almost 60% of Norwegian bus operators had fleets averaging under ten buses. In contrast to Sweden, competitive bidding is not prevalent and has instead been used for smaller contracts to obtain a "signal price," which is then used as a target for renegotiating the entire contract portfolio.

        SBC is a major operator in greater Oslo. On a national level, both Norgesbuss AS and Nettbuss AS (owned by Norges Statsbaner BA, the state railway operator) have significantly larger fleets than SBC, but neither of them are dominant in any single region.

        Since 1989, contracts with public transport authorities in Norway to provide bus services have been potentially subject to competitive bidding procedures. The ability to compel competitive bidding has increased the bargaining power of the public authorities, particularly in recent periods, and they have been able to obtain price reductions in their contracts with SBC and increased the risk that SBC will lose its contracts for bus routes. For further information about risks relating to our current contracts see "Risk Factors—Risks Related to the Company—If we lose many local public transportation authorities' contracts as they are renewed or we are unable to win new contracts, our business will be adversely affected. Further, if we experience difficulties in operating under our existing contracts, our business may be adversely affected."

Operating leases

        In order to meet SBC's requirements for new buses, SBC intends to continue to enter into operating leases. In addition, SBC benefits from a residual value guarantee arrangement for buses purchased from the Schøyen Group on July 1, 1999. Schøyen Group entered into an agreement with Evobus permitting the Schøyen Group to return buses to Evobus according to stipulated residual value schedules (which are subject to adjustments). Evobus has made available all the benefits under this agreement to SBC. The arrangement provides for limitations in specific circumstances on the number of buses that may be returned in any year and on the aggregate number of buses that may be returned in a multi-year period.

Drivers and Other Personnel

        For the year ended February 29, 2004, SBC had an average of 580 full-time employees.

        Nearly all of SBC's employees are represented by unions under the terms of industry-wide collective bargaining agreements. All union agreements are renegotiated every two years. The largest collective bargaining agreement, which covers drivers and maintenance personnel, expires on January 31, 2005.

        SBC considers its relations with its employees and the unions to be good.

Legal Proceedings

        SBC is not currently involved in any material legal proceedings.

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Finland

Contractual Public Bus Transportation

        We operate a Finnish public bus transportation business through our principal subsidiary in Finland, Concordia Finland. Concordia Finland is a major bus operator in Finland with approximately 347 buses in operation as of February 29, 2004, and approximately 30 public bus transportation contracts with local public transport authorities. Our Finnish operations generated revenue of SEK 396 million for the year ended February 29, 2004. Concordia Finland operates only in the Finnish contractual public bus transportation sector in the greater Helsinki area in the cities of Helsinki, Vantaa and Espoo, and does not offer either express bus or coach hire services.

        Management estimates that in 2004, the Finnish bus market employed approximately 8,800 buses and included approximately 400 operators. The Finnish bus market is well developed in both rural and urban areas. Finland's geography and low population density make bus transportation very competitively priced as compared to railway services. Additionally, the passenger railway network is centered on Helsinki and is being reduced in rural areas. This situation provides an advantage to bus operators because they can offer bus passengers the possibility to make more convenient cross-country trips than on the railways.

        The greater Helsinki area, with a total population of approximately one million, is Finland's largest market for contractual public bus transportation. The greater Helsinki area and Turku are the only markets currently subject to competitive bidding. Significant price pressure has led to consolidation in these areas. Except for the greater Helsinki and Turku areas, local traffic in most cities is largely provided by local operators.

Regulation

        As in Sweden, the administration of public transportation in Finland for a particular region is the responsibility of the local transportation authority. In greater Helsinki and Turku, public transportation authorities have opened their local public transportation contracts to competitive bidding. In 1994, the Helsinki Metropolitan Area Council (commonly known as the YTV), which is the authority that regulates inter-region public transport traffic between the three cities of Helsinki, Espoo, and Vantaa, was the first to initiate competitive bidding in Finland. Although the YTV and the public transport authorities regulating public transport traffic within the cities of Helsinki, Espoo, Vantaa and Turku represent the only regions currently open to competition, the EU directives concerning public procurement, along with the prospect of cost savings for local authorities, is expected to increase the number of regions open to competitive bidding. Concordia Finland expects an increase in the number of regions subject to competitive tendering in the near future.

        Currently, in areas other than those referenced above, the local public transport authorities have granted independent operators licenses to run bus services, which essentially gives each operator a monopoly position. Licenses are normally granted for a three to ten year period and are usually renewed with the same operator. We do not have any contractual public bus services agreements in areas not subject to competitive bidding.

Contracts and Contract Tendering

        In the YTV region, and other areas in which competitive bidding has been instituted, the contract structure and bidding and procurement procedures closely resembles that of the local public transportation authorities contracts in Sweden described in the subheading "Sweden—Tendering Procedures" and "Sweden—Contracts" in this section. Typically, the public transportation contracts have four to five year terms and under these contracts all ticket revenues are forwarded to the local public transportation authorities and the operator receives fixed fees. The compensation is

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adjusted periodically by reference to an index intended to cover cost items that relate to the bus transportation industry such as drivers' wages, cost of buses and fuel.

Drivers and Other Personnel

        For the year ended February 29, 2004, Concordia Finland had an average of 750 employees.

        All of Concordia Finland's employees are represented by unions under the terms of industry-wide collective bargaining agreements. The largest collective bargaining agreement, which covers drivers and maintenance personnel, expires on February 1, 2006.

        Concordia Finland considers its relations with its employees and the unions to be good. See "Risk Factors—Risks Related to the Company—Our employees are heavily unionized. Bargaining power and strikes can hurt our business."

Legal Proceedings

        Nordea has claimed that Concordia Finland is obligated to pay Nordea approximately €2.35 million, plus interest, under certain security provided by a company that was subsequently merged into Concordia Finland. The security was given in connection with a loan to another company that went bankrupt in 1995. Nordea released the security in 1994, but a Finnish court subsequently found that certain monies that Nordea had recovered from the subsequently bankrupt company were to be returned to the estate. Nordea has filed a petition for a leave to appeal to the Supreme Court. If the leave to appeal is granted, the order on recovery may be reversed. Nordea claims that the released security should be recovered to compensate Nordea for its return of monies to the bankrupt estate. We believe that the return of the security was related to a transaction not the subject of the Finnish court's requirement for Nordea to return money to the bankrupt estate. We have obtained preliminary advice to the effect that the claim is not well-founded but may have some merit. In addition to the risk relating to the outcome of the claim, legal costs may in any event be payable by Concordia Finland. We are also investigating and reviewing our position versus the seller of Concordia Finland to us.

Business Management

        In Sweden we have structured autonomous operations for each business line—the contractual public bus transportation business, the express bus business and coach hire. Each operating unit is responsible for preparing and securing and integrating new business, operational management, and long-term planning. We provide overall business direction policies and control systems, and financial, information technology, and property and asset management services and funding. In addition, we are responsible for Strategic Business Development of each unit and responsible for key investment decisions.

        We are the largest operator of buses in the Nordic region. Our size permits us to seek favorable terms from suppliers in the Nordic region and elsewhere. Consequently, we are not dependent on any one supplier to meet our bus requirements. We have entered into framework agreements with Volvo and Evobus for the supply of our buses going forward. As far as possible, we will continue to acquire vehicles under operating lease arrangements to meet our bus fleet needs. Our fleet investments are dependent on compliance with fleet age requirements under our existing contracts and fleet specification changes at the time of retendering.

        We centralize our fuel purchases in order to benefit from bulk purchases. We obtain most of our diesel fuel requirements from a single major petroleum company in the Nordic region. In the year ended February 29, 2004, we used approximately 99 million litres of diesel fuel.

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        We rent our tires from Michelin. Rental fees are charged on a per kilometer basis. Michelin provides all necessary maintenance with respect to the tires.

Drivers and Other Personnel

General

        For the year ended February 29, 2004, we had an average of 6,182 full-time employees in Sweden. Should a company lose a public transportation authorities contract, it is often the case that drivers will move to the company that wins the contract. The incoming operator generally does not need to employ any of these drivers. However, under some circumstances, such as if the new operator hires additional drivers to service the routes on the contract, it must offer to hire from the pool of drivers previously employed by the outgoing operator before hiring elsewhere. We believe that of the new drivers we hired in the year ended February 29, 2004, approximately 100 can be attributed to our implementation of a Swedish law requiring a greater frequency of breaks for drivers.

Collective bargaining agreements

        The majority of our drivers and maintenance personnel in Sweden are members of trade unions. The principal union to which the drivers and maintenance personnel belong is Svenska Kommunalarbetareförbundet (the Swedish Municipal Workers Union). A small minority of drivers belong to Svenska Transportarbetareförbundet (the Swedish Transportation Workers Union).

        In Sweden, wages and general working conditions are generally the subject of nationally negotiated collective bargaining agreements. The collective bargaining agreement generally applicable to our blue collar employees expires on October 30, 2005. A separate collective bargaining agreement normally applies to operations under public tenders.

        In Norway, the union agreement was renegotiated until the end of March 2004 while in Finland collective bargaining agreements were reached for the period until the end of January 2006.

        We believe that our relationships with our employees and unions are good. Swebus has only experienced one industrial disruption in the last five years, in February 1999. This strike was industry-wide in Sweden and lasted for 13 days. See "Risk Factors—Risks Related to the Company—Our employees are heavily unionized. Bargaining power and strikes can hurt our business."

Pensions

        In addition to the state-sponsored pension scheme, we provide pension benefits, under the terms of our collective bargaining agreements, through two plans: a defined benefit plan with Alecta covers the majority of our white collar employees; our blue collar employees are covered under a defined contribution plan with Fora.

Information Technology

        We have standardized, modernized and centralized our hardware and software applications across our operations, and the complete function is now run internally (after previously being outsourced). IT investments have begun to decrease after an intense process of modernization, and now that the core systems have been implemented the IT costs are expected to decrease. We currently have four standardized core applications covering financial reporting, traffic planning, fleet maintenance, and administrative planning. Our Finnish and Norwegian operations and the vast majority of our locations in Sweden are connected to the Stockholm head office by permanent, high-speed connections. We have established a training center in the head office to ensure a smooth roll-out of the system.

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        We are in the final stages of implementing OMS, our Operational Management System. We have also started to roll out our "production barometer," a system which enables us to examine production activity at each of our locations on a day by day basis against budgeted hours.

Property, Plant and Equipment

        We currently lease our facilities, the majority of them for use by Swebus. Swebus conducts its bus operations out of a system of 56 depots and 74 parking areas located throughout Sweden. These divide as follows:

•

56 depots, which include garages with full maintenance facilities, washing facilities, parking, administrative offices and eating and changing facilities for drivers and mechanics;



•

28 sub-depots, which include washing facilities, parking, small administrative offices for payroll disbursement and limited facilities for drivers; and



•

74 parking areas with limited staff facilities.

        Some of the larger depots are located adjacent to bus stations and Swebus rents portions of parking capacity to some external customers. However, Swebus does not operate bus stations.

        We generally select our depot sites according to their proximity to our routes. We intend to examine ways to use sales and leasebacks of depots with flexible lease terms as a way for Swebus to change depots to adjust to its changing needs as public transportation contracts are won and lost.

Employees

        The average number of persons (including executive directors) we employed during each of the last three fiscal years was:

	Sweden	Norway	Finland
For the year ended February 28, 2002	5,384	795	745
For the year ended February 28, 2003	5,950	775	759
For the year ended February 29, 2004	6,182	580	750

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MANAGEMENT

Board of Directors

        Under the Swedish Companies Act of 1975, our Board of Directors has ultimate responsibility for our organization and the management of our affairs. Our Articles of Association provide for a Board of Directors elected by our shareholders of not fewer than four nor more than ten directors. Under Swedish law, the chief executive officer of a company and at least half of the members of the Board of Directors must be resident in an European Economic Area country unless the Swedish government or an authority appointed by the Swedish government grants an exemption. In a public limited liability company, like Concordia, the chief executive officer may not also serve as the Chairman of the Board of Directors.

        Information concerning the Directors of Concordia is set forth below.

Name	Age	Position
Frode Larsen	52	Chairman and Director
Vasant Mistry	46	Director
Georg Kervel	50	Director
Erik Linnarsson	47	Director

Frode Larsen has been a director since 2001 and the Chief Executive Officer since he joined Concordia in January 2000. Mr. Larsen joined Schøyen Group in 1989 and served as Managing Director of SBC from 1989 to 1990. He also served as Deputy Chairman of Schøyen Group from 1991 to 1992 and became president of Schøyen Group in 1992. After his appointment as CEO of Concordia, Mr. Larsen continued to serve as president of Schøyen Group, and he currently divides his time equally between the two positions. He is also the Chairman of the Board of Directors of Schøyen Group, Finans Gruppen Navigere AS and Schøyen Group International Ltd. and is a member of the Board of Benefits Insurance Company Ltd. and AS Anlegg. Mr. Larsen graduated from the Norwegian School of Economics and Business Administration in 1976 with a degree in business.

Vasant Mistry has been the Chief Financial Officer of Concordia since he joined Concordia in January 2000. Prior to joining Concordia, Mr. Mistry worked for Schøyen Group as the Executive Director for Finance beginning in September 1998. He served as a Group Finance Director for the Avis Rent-a-Car division covering Norway, Sweden and Iceland from 1995 to 1999. From 1990 to 1995, he served as the Director for Business Planning and the Director for Pricing and Marketing Distribution for Hertz Rent-a-Car's Europe, Middle East, and Africa Division, based in London. Mr. Mistry is a chartered accountant and has been a member of the Institute of Chartered Accountants in England and Wales since 1986.

Georg Kervel has been the Risk Management Officer of Concordia since he joined Concordia in January 2000. Prior to joining Concordia, Mr. Kervel worked for Schøyen Group, beginning in 1992. He became a senior executive director of Schøyen Group in 1998, with primary responsibility for SG's financing and liquidity requirements. He has served on the investment committee of Oslo Fond Forvaltning AS since 1990. In addition, he also served as a member of the Board of Finans-Forvaltning AS and was chairman of Baerum municipal pension fund from 1994 to 1996. He is a member of the Board of Skiens Aktiemolle ASA. Mr. Kervel received a business degree from the Norwegian School of Economics and Business Administration in Bergen in 1976.

Erik Linnarsson has been a member of the Concordia Board of Directors since January 2000. He has been a partner of Advokatfirman Lindahl KB since 1994. Mr. Linnarsson was born in 1957

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and received an LLM degree from the University of Stockholm in 1983. Mr. Linnarsson is also on the boards of directors of Swebus AB, Interbus AB and Swebus Express AB.

        The Shareholders Agreement between Schøyen Group, Bus Holdings and other parties (discussed in the section "Principal Shareholders and Related Party Transactions") provides that specified significant business decisions by Concordia Bus BV or its subsidiaries, including Concordia, such as mergers, substantial changes to its business activities and incurrence of indebtedness, require that at least one supervisory board member nominated by both Schøyen Group and Bus Holdings approve the transaction. The supervisory board of Concordia Bus BV is comprised of five members: two elected by SG, two elected by Bus Holdings, and one independent member nominated by Bus Holdings and acceptable to Schøyen Group.

        The address of the members of our board of directors is Solna Strandväg 78, SE-171 54, Solna, Sweden.

Senior Management

        Day to day management of Concordia has been delegated by Concordia Bus BV under the shareholders' agreement between Schøyen Group, Bus Holdings and other parties (discussed in the section "Principal Shareholders and Related Party Transactions") to Concordia Bus BV's management board, which is comprised of the following persons:

Name	Age	Position	Year First Employed
Frode Larsen	52	Chief Executive Officer	2000
Vasant Mistry	46	Chief Financial Officer	2000
Georg Kervel	50	Risk Management and Treasury Officer	2000

Frode Larsen is both Chief Executive Officer and a director. You should read the information under the heading "Board of Directors" for information regarding Mr. Larsen.

Vasant Mistry is both Chief Financial Officer and a director. You should read the information under the heading "Board of Directors" for information regarding Mr. Mistry.

Georg Kervel is both Risk Management Officer and a director. You should read the information under the heading "Board of Directors" for information regarding Mr. Kervel.

        In addition, Ragnar Norbäck has agreed to join our senior management as Chief Operating Officer commencing in February 2004. His most recent position was with American Express as Head of Corporate Travel Nordic and Country Manager Nordic, a position he had held since October 2000. From 1990 to 1996, he was COO of Linjebuss. He then joined Volvo Aero as a Business Area Manager from 1996 through 1999. He holds a Master of Science Degree from Chalmers University.

        The following are members of our senior management that are not members of Concordia Bus BV's management board:

Name	Age	Position	Year First Employed
Jan Bosaeus	44	Managing Director (Swebus AB)	2002

Jan Bosaeus is the Managing Director of Swebus AB. He has been the Managing Director of Swebus since mid October 2002. From May 2002 he worked as Director of Asset Management in Swebus. From 1999 to 2002 he was in the senior management team of Kalmar LMV Sweden AB,

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with responsibility for after-sales. He received a Business Degree from IHM Business School in 1997.

Name	Age	Position	Year First Employed
Stefan Carlén	48	Managing Director (Swebus Express AB)	1983

Stefan Carlén is the Managing Director of Swebus Express AB. Stefan has extensive experience within the bus industry. He joined SJ Buss in 1983 and has held different positions both within SJ Buss and Swebus. In 1999 Stefan became director of Express Division in Swebus.

Name	Age	Position	Year First Employed
Per-Erik Ericson	58	Managing Director (Interbus AB)	1975

Per-Erik Ericson is the Managing Director of Interbus AB. Per-Erik joined Interbus in 1975 and has been Managing Director since 1983. He has 31 years of bus industry experience.

Name	Age	Position	Year First Employed
Jouni Gustafsson	37	Managing Director (Concordia Finland)	2001

Jouni Gustafsson is the Managing Director of Concordia Finland. He has been the Managing Director of Concordia Finland (formerly Stagecoach Finland) since April 2002. From June 2001 to April 2002, he worked as the Finance Director at Concordia Finland. Mr. Gustafsson received a degree in economics from the Helsinki School of Economics and Business Administration in Finland in 1991.

        The senior management of SBC is composed of the following person:

Name	Age	Position	Year First Employed
Sjur Brenden	43	Managing Director (SBC)	2001

Sjur Brenden received an MBA in 1989 in Sundsvall, Sweden. He became the Managing Director of SBC in 2001, prior to which he was Managing Director of Sporveisbussene AS. From 1989 to 1997, Mr. Brenden held different management positions in Linjebuss Sverige AB in Sweden.

        The address of the members of our senior management is c/o Concordia Bus Nordic AB, Solna Strandväg 78, SE-171 54, Solna, Sweden.

Compensation

        During the year ended February 29, 2004, our board of directors received from us an aggregate remuneration of approximately SEK 0.4 million. During the year ended February 29, 2004, members of our senior management received from us an aggregate remuneration of approximately SEK 11.1 million.

        In addition, our directors and senior management may receive options under Concordia Bus BV's share option plan. This option plan provides that the management board of Concordia Bus BV may grant share options to officers, directors or employees of any of Concordia Bus BV or its subsidiaries, including Concordia, at market value on their date of issue relating to up to 2.5% of the issued ordinary share capital of Concordia Bus BV. No options have been granted to directors or senior management under the option plan.

        We have a bonus plan for our senior executives based on achieving annual objectives, and established by the Board of Directors. This bonus can be worth up to 100% of the executive's base salary.

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Board Practices

        Our directors are elected for a period of one year, with the possibility for re-election each year at the annual general shareholders meeting. There are no benefits upon termination of employment. Our ultimate parent company, Concordia Bus BV has a Supervisory Board comprised of two members elected by Schøyen Group and two members elected by Bus Holdings, with a chairman chosen as a fifth member by Bus Holdings and accepted by Schøyen Group. This Supervisory Board sets the yearly remuneration for both the directors and the management of Concordia Bus AB. We have no formal audit committee. Our Board of Directors receives monthly reports from management as to financial condition and a sub-group of our Board meets with management approximately every two months to discuss the financial results. In addition, our auditors present their findings and discuss any material audit issues with our Board of Directors at least annually and with the Supervisory Board of Concordia Bus BV once a year as well.

Share Ownership

        No member of the Board of Directors or of Management beneficially owns at least one percent of the ordinary shares. See "—Compensation," above, for a discussion of the share option plan available to our directors and senior management.

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PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

        Concordia Bus BV, a company organized under the laws of The Netherlands, owns 100% of the share capital of Concordia Bus Holding AB, which owns 100% of the share capital of Concordia Bus AB, which owns 100% of the share capital of Concordia Bus Nordic Holdings AB, which owns 100% of the share capital of Concordia. Through its ownership of Concordia Bus Holding AB, Concordia Bus BV indirectly controls Concordia.

        The issued ordinary shares of Concordia Bus BV are owned approximately 51.00% by Bus Holdings, an affiliate of Goldman Sachs International, 47.15% by the Schøyen Group, and 1.85% by members of management and others.

        For a discussion of the underwriting discount to be given to Goldman Sachs International in connection with this offering, see "Underwriting."

Subscription and Shareholders' Agreement

        Schøyen Group, Bus Holdings and other parties have entered into a subscription and shareholders' agreement as the shareholders of Concordia Bus BV. The shareholders' agreement provides, among other things, that the supervisory board of Concordia Bus BV, which is ultimately responsible for management of its affairs, be comprised of five members: two elected by Schøyen Group, two elected by Bus Holdings, and one independent member nominated by Bus Holdings and acceptable to Schøyen Group. Specified significant business decisions by Concordia Bus BV or its subsidiaries, including Concordia, such as mergers, substantial changes to its business activities and incurrence of indebtedness require that at least one supervisory board member nominated by Schøyen Group and one supervisory board member nominated by Bus Holdings approve the transaction. Day to day management of Concordia Bus BV and its subsidiaries has been delegated to a management board comprised of five members who are jointly appointed by Schøyen Group and Bus Holdings. The members of this management board are members of senior management of Concordia. For further information about management see "Management—Senior Management." The shareholders' agreement also provides for specified transfer restrictions, rights of first offer, tag-along rights and bring-along rights, and provisions regarding change of control. If specified conditions are met, the tag-along rights require a proposing shareholder to allow other shareholders to dispose of their shares under the same terms and conditions as the proposing shareholder and the bring-along rights require other shareholders to dispose of their shares under the same terms and conditions as the selling shareholder.

        In conjunction with the shareholders' agreement, Schøyen Group and Bus Holdings caused Concordia Bus BV to create a share option plan and enter into a management services agreement with Concordia Bus Management AS, a wholly owned subsidiary of Concordia Bus BV, and caused Concordia Bus Management AS to enter into service agreements with members of Concordia Bus BV's management board who are members of senior management of Concordia. For further information about these agreements and the options plan see "—Related Party Transactions," below.

Related Party Transactions

        Two of the supervisory board members of Concordia Bus BV, the ultimate parent company of Concordia Bus Nordic Holding AB, are appointed by Schøyen Gruppen A/S ("Schøyen Group") and two are appointed by Bus Holdings S.A.R.l, an affiliate of Goldman Sachs International. Each director may receive compensation for services in that capacity. Erik Linnarsson is a partner at

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Advokatfirman Lindahl HB, which acts as legal counsel to Concordia and is a director of certain of Concordia's operating subsidiaries.

        In connection with Concordia Bus Nordic's issuance of EUR 130 million senior secured notes in January 2004, Goldman Sachs International was engaged to provide assistance in the process of securing such offering. Their fees for such services were SEK 31 million.

        Under a lease arrangement between Schøyen Group and Ingeniør M.O. Schøyens Bilcentraler A/S, Schøyen Group has leased depots and other real property to SBC AB, a subsidiary of Concordia, for a period of ten years ending in 2009. The rentals paid were SEK 13 million, SEK 15 million, and SEK 14 million for the years ended February 29, 2004, February 28, 2003, and February 28, 2002, respectively.

        Schøyen Prosjekt and Finans ASA, an affiliated company of Schøyen Group, was engaged to provide consulting services in relation to the acquisition by Concordia of Sporveiebussen AS, an operator of approximately 160 buses in Norway. The fees paid for their services were SEK 0.3 million, SEK 0.6 million for the years ended February 28, 2003 and 2002, respectively. In addition, they were engaged in connection with securing the sale and leaseback of properties belonging to Swebus AB, a subsidiary of Concordia. For the year ended February 28, 2002, their fees for this service were SEK 2.4 million.

        In addition to being 18% owned by Schøyen Group, Schøyen Prosjekt and Finans ASA is 72% owned by Finans Forvaltning AS. Finans Forvaltning AS is 51% owned by Frode Larsen, 22.25% owned by Georg Kervel, and 4.5% owned by Harold Arnvaern.

        Concordia Bus Management A/S, an affiliated company 100% owned by Concordia Bus BV, has provided management services to Concordia and its subsidiaries. A management fee has been charged to Concordia and their subsidiaries for these services amounting to SEK 15 million, SEK 23 million, and SEK 25 million for years ended February 29, 2004, February 28, 2003, and February 28, 2002, respectively.

        Within the Concordia Bus BV group external debt has been issued by Concordia Bus Nordic Holding AB and its direct parent, Concordia Bus AB. Such external debt are partly used to finance operations within the group. Concordia Bus Nordic Holding AB has a net non-current liability to affiliated companies amounting to SEK 339 million on February 29, 2004. Interest has been paid amounting to SEK 24 million, SEK 26 million for the two years ended February 29, 2004 and a net interest has been received amounting to SEK 3 million for the year ended February 28, 2002 from Concordia Bus Nordic Holding AB to companies within the Concordia Bus BV group.

        For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from Our Indirect Parent."

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DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS

Subordinated Shareholder Loan from Our Indirect Parent

        Pursuant to an intercompany loan agreement entered into on February 28, 2002, as amended and restated as of the issue date, Concordia Bus AB provided a shareholder loan to Concordia Bus Nordic AB of SEK 501 million in aggregate principal amount, comprising a portion of the net proceeds of the Parent Notes issued in 2002. The terms of this Subordinated Shareholder Loan, as so amended and restated, provide that (i) interest accrues at a rate of 11% per annum, (ii) the loan is payable on demand and (iii) payments in respect of the Subordinated Shareholder Loan have been subordinated to our obligations under the Notes.

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DESCRIPTION OF NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions" in this section. In this description, the word "Company" refers only to Concordia Bus Nordic AB and not to any of its subsidiaries. The word "Holding" refers only to our direct parent Concordia Bus Nordic Holding AB and not to any of its Subsidiaries and the guarantee provided by Holding is termed the "Holding Guarantee." Each subsidiary of the Company which guarantees the Notes is referred to as a "Subsidiary Guarantor" and each such Guarantee is termed a "Subsidiary Guarantee." Holding and the Subsidiary Guarantors are referred to as the "Guarantors" and the Holding Guarantee and the Subsidiary Guarantees together are referred to as the "Note Guarantees."

        The Company will issue the Exchange Notes under an Indenture (the "Indenture"), dated January 22, 2004, between itself, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Company, the Guarantors and the Trustee, together with Deutsche Trustee Company Limited, as security trustee (together with any successor security or collateral trustee, the "Security Trustee"), also entered a Security Trust Agreement (the "Security Trust Agreement"), dated January 22, 2004, which will govern the relationship among those parties with respect to the Collateral.

        The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the Notes.

        Copies of the Indenture, the Registration Rights Agreement and the Security Documents are available for inspection during normal business hours at the New York City branch for the time being of the Trustee, being at the date hereof at 60 Wall Street, and at the specified office of each Paying Agent, including, for so long as the Notes are listed on the Luxembourg Stock Exchange, at the specified office of the Paying Agent in Luxembourg. The Holders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Indenture, the Registration Rights Agreement and the Security Documents applicable to them.

Brief Description of the Notes and the Note Guarantees

The Notes

        The Notes are:

•

general senior obligations of the Company;



•

entitled to a first ranking security interest in the Collateral, as described below under "—Security";



•

guaranteed on a senior secured basis, subject to certain limitations described below under "—The Note Guarantees," by substantially all of the Guarantors;



•

senior in right of payment to all existing and future obligations of the Company expressly subordinated in right of payment to the Notes;



•

at least pari passu with all other unsecured, unsubordinated Indebtedness of the Company (subject to any priority rights for such unsubordinated indebtedness pursuant to applicable law); and

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•

effectively senior in right of payment to unsecured obligations of the Company with respect to the value of the Collateral securing the Notes (subject to any priority rights for such unsecured obligations pursuant to applicable law).

        As of the Issue Date, all of the Company's operating subsidiaries will be "Restricted Subsidiaries" and Subsidiary Guarantors. However, under the circumstances described in "Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," the Company will be permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. As of the Issue Date, the Company has designated certain of its subsidiaries, all of which currently are dormant and have no operations, as Unrestricted Subsidiaries. See "—Certain Definitions—Unrestricted Subsidiaries."

        All amounts set forth in SEK herein will also be deemed to be the SEK equivalent thereof, if applicable, at the time any necessary determination is required to be made.

The Note Guarantees

        The Note Guarantee of each Guarantor:

•

is a general senior secured obligation of such Guarantor;



•

is entitled to a first ranking security interest in the Collateral pledged by such Guarantor, as described below under "—Security" and except as described under the definition of "Permitted Liens" and "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Share Capital";



•

is senior in right of payment to all existing and future obligations of such Guarantor expressly subordinated in right of payment to the Note Guarantee;



•

ranks at least pari passu with all other unsecured, unsubordinated Indebtedness of such Guarantor (subject to priority rights for such unsubordinated indebtedness pursuant to applicable law);



•

ranks effectively senior in right of payment to the unsecured obligations of such Guarantor with respect to the value of the Collateral securing such Note Guarantee (subject to priority rights for such unsecured obligations pursuant to applicable law); and



•

may be enforced only by the Trustee (acting of its own volition or on the direction of Holders of 25% in aggregate principal amount of the outstanding Notes), and not the Holders of the Notes individually.

        Under the Indenture, the Guarantors will guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes (the "Note Guarantees"). The Guarantors have (1) agreed that their obligations under the Note Guarantees will be enforceable irrespective of any invalidity, irregularity or unenforceability of the Notes or the Indenture and (2) waived their right to require the Trustee to pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under the Note Guarantees. Moreover, if at any time any amount paid under a Note is rescinded or must otherwise be restored, the rights of the Holders of the Notes under the Note Guarantees will be reinstated with respect to such payments as though such payment had not been made. All payments under the Note Guarantees will be made in euro.

        Subject to the limitations described below, all of the Company's future Subsidiaries will execute a supplemental Indenture as Guarantors of the Notes. See "Certain Covenants—Limitations on Issuance of Guarantees of Indebtedness." The initial Guarantors that will execute the Indenture on

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the Issue Date will be Holding, Alpus AB ("Alpus"), Enköping-Bålsta Fastighetsbolag AB ("Enköping"), Interbus AB ("Interbus"), Malmfältens Omnibus AB ("Malmfältens"), Swebus AB ("Swebus"), Swebus Busco AB ("Busco"), Swebus Express AB ("Express Bus"), Swebus Fastigheter AB ("Fastigheter"), Ingeniør M.O. Schøyens Bilcentraler AS ("SBC") and Concordia Bus Finland Oy Ab ("Concordia Finland"). Each future Restricted Subsidiary that is required by the Indenture to become a Guarantor will do so by the execution of a supplemental indenture, containing a Note Guarantee, that will become a part of the Indenture (and is considered such for the purposes of the Indenture and the Notes). Notice of any such Restricted Subsidiary becoming a Guarantor will be published in the Tageblatt.

Release of Note Guarantees

        A Note Guarantee given by a Guarantor may be released in certain circumstances, including:

•

upon repayment in full of the Notes;



•

upon a legal defeasance or covenant defeasance as described under "—Defeasance;"



•

upon the designation by us of a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with terms of the Indenture;



•

upon the sale of a Subsidiary Guarantor in compliance with the terms of the Indenture (including the covenant described under "—Certain Covenants—Limitation on sales of Assets and Subsidiary Stock") resulting in such Subsidiary Guarantor no longer being a Restricted Subsidiary, so long as (1) such Subsidiary Guarantor is simultaneously released from its obligations in respect of any of our other Indebtedness or any indebtedness of any other Restricted Subsidiary and (2) the proceeds from such sale or disposition are used for the purposes permitted or required by the Indenture; or



•

upon release or discharge (other than as a result of the payment thereof), to the extent then existing, of the guarantee or security granted by such Subsidiary Guarantor that resulted in the issuance of the Subsidiary Guarantee pursuant to the covenant described under "—Certain Covenants—Limitations on Issuances of Guarantees of Indebtedness; Release of Guarantees."

Limitations on Guarantees and enforcement of security

        The obligations of each Guarantor under its respective Note Guarantee and the enforceability of the Collateral granted in respect of such Note Guarantee may be limited, or possibly invalid, under applicable laws. See "Risk Factors—Risks Related to the Notes—Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions."

Principal, Maturity, Denomination and Interest

        The maximum aggregate principal amount of the Exchange Notes is €130 million. The Indenture allows additional Notes to be issued from time to time (the "Additional Notes"), subject to certain limitations described under "Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Share Capital." Unless the context requires otherwise, references to the "Notes" for all purposes of the Indenture and this "Description of Notes" include any Additional Notes that are actually issued. The Notes will mature on August 1, 2009, when they will be redeemed at the then outstanding principal amount thereof, unless redeemed prior thereto as described herein.

        Interest on the Notes will accrue at the rate of 9.125% per annum and will be payable semi-annually in arrears on February 1 and August 1 of each year commencing on August 1, 2004.

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The Company will make each interest payment to the Holders of record of the Notes on the immediately preceding January 15 and July 15, respectively.

        Interest on the Old Notes and the Exchange Notes will accrue from January 22, 2004. Interest will be computed on the basis of a 360-day year comprising twelve 30-day months.

        Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest will continue to accrue as provided in the Indenture.

Security

        Pursuant to the Indenture and the Security Documents, the Notes and the Note Guarantees will be secured by first priority Liens (collectively, the "First Priority Lien") on the Collateral, which includes:

Share Pledges

Pledges of:

(1)

Shares of the Company by Holding;



(2)

Shares of Swebus by the Company;



(3)

Shares of Busco by the Company;



(4)

Shares of Express Bus by the Company;



(5)

Shares of Interbus by the Company;



(6)

Shares of SBC by the Company;



(7)

Shares of Concordia Finland by the Company;



(8)

Shares of Fastigheter by the Company; and



(9)

Shares of Alpus, Enköping and Malmfältens by Fastigheter.

Other Pledges

(1)

Pledge of all buses owned by Busco;



(2)

Pledge by the Company of an intercompany loan from the Company to Swebus (the "Swebus Intercompany Loan") of SEK 200 million together with the security in respect thereof in the form of a second priority floating charge over up to SEK 100 million of non-fixed assets of Swebus (to become a floating charge over 55% of all Swebus assets (up to a limit of SEK 100 million of such assets) in January 2005) (see "Risk Factors—Risks Related to the Notes—Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws—Sweden");



(3)

Pledge by the Company of an intercompany loan from the Company to Busco (the "Busco Intercompany Loan" and, together with the Swebus Intercompany Loan, the "Guarantor Intercompany Loans") of SEK 800 million together with the security in respect thereof in the form of a second priority pledge of all buses owned by Busco;

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(4)

Pledge by Concordia Finland of bearer notes evidencing a floating charge covering 7.1 million Finnish marks (approximately €1.2 million) of Concordia Finland assets; and



(5)

Pledge by SBC of its receivables (consisting of factoring agreements), machinery and plants, inventory, bank accounts and buses.

Floating Charges

(1)

Swebus—a floating charge over SEK 100 million of non-fixed assets of Swebus (to become a floating charge over 55% of all assets of Swebus (up to a limit of SEK 100 million of such assets) in January 2005) (see "Risk Factors—Risks Related to the Notes—Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws—Sweden");



(2)

Concordia Finland—see item (4) under "Other Pledges" above;



(3)

Alpus—a first priority floating charge over SEK 600,000 of non-fixed assets of Alpus (to become a floating charge over 55% of all Alpus assets (up to a limit of SEK 600,000 of such assets) in January 2005) (see "Risk Factors—Risks Related to the Notes—Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws—Sweden");



(4)

Enköping—a first priority floating charge over SEK 2.4 million of non-fixed assets of Enköping (to become a floating charge over 55% of all Enköping assets (up to a limit of SEK 2.4 million of such assets) in January 2005) (see "Risk Factors—Risks Related to the Notes—Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws—Sweden"); and



(5)

Malmfältens—a first priority floating charge over SEK 2.5 million of non-fixed assets of Malmfältens (to become a floating charge over 55% of all Malmfältens assets (up to a limit of SEK 2.5 million of such assets) in January 2005) (see "Risk Factors—Risks Related to the Notes—Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws—Sweden").

        The value of the Collateral securing the Notes and the Note Guarantees may not be sufficient to satisfy the Company's and the Guarantors' obligations under the Notes and the Note Guarantees, and the Collateral securing the Notes and the Note Guarantees may be reduced or diluted under certain circumstances, including the issuance of Additional Notes and the disposition of assets comprising the Collateral, subject to the terms of the Indenture. See "Risk Factors—Risks Related to the Notes."

        No appraisals of the Collateral have been prepared by or on behalf of the Company or the Guarantors in connection with this offering of the Notes. There can be no assurance that the proceeds of any sale of the Collateral, in whole or in part, pursuant to the Indenture and the Security Documents following an Event of Default, would be sufficient to satisfy amounts due on the Notes or the Note Guarantees. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral would be sold in a timely manner or at all.

        Subject to the terms of the Security Documents, the Company and the Guarantors, as the case may be, will be entitled to exercise any and all voting rights and to receive and retain any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares of stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of Share Capital constituting Collateral.

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Priority

        The Collateral will be pledged to the Security Trustee, for the benefit of the Trustee, in accordance with the terms of the Indenture and the Security Documents. Under the Security Documents and the Indenture, the obligations of the Company and the Guarantors under the Notes, the Note Guarantees and the Indenture will be secured by the First Priority Lien.

Enforcement of Security

        The First Priority Lien securing the Notes and the Note Guarantees will be granted to the Security Trustee. The Security Trustee will hold such Liens and security interests in the Collateral granted pursuant to the Security Documents with sole authority to exercise remedies under the Security Documents. The Security Trustee will agree to act as secured party under the applicable Security Documents, to follow the instructions provided to it under the Indenture and the Security Documents and to carry out certain other duties.

        The Indenture and/or the Security Documents will principally provide that, at any time while the Notes are outstanding, the Security Trustee, on behalf of the Trustee and the Banks (if any), will have the exclusive right to manage, perform and enforce the terms of the Security Documents relating to the Collateral and to exercise and enforce all privileges, rights and remedies thereunder according to its direction, including to take or retake control or possession of such Collateral and to hold, prepare for sale, process, lease, dispose of or liquidate such Collateral, including, without limitation, following the occurrence of a Default or Event of Default under the Indenture.

        All payments received and all amounts held by the Security Trustee in respect of Collateral under the Security Documents will be applied as follows:

first, to the Security Trustee to the extent necessary to reimburse the Security Trustee for any expenses incurred in connection with the collection or distribution of such amounts held or realized or in connection with expenses incurred in enforcing its remedies under the Security Documents and preserving the Collateral and all amounts for which the Security Trustee is entitled to indemnification under the Security Documents;

second, to the Trustee for the benefit of Holders of the Notes; and

third, any surplus remaining after such payments will be paid to the Company or the respective Guarantor or to whomever may be lawfully entitled thereto.

        The Security Trustee may decline to foreclose on the Collateral or exercise remedies available if it does not receive indemnification to its satisfaction. In addition, the Security Trustee's ability to foreclose on the Collateral may be subject to lack of perfection, the consent of third parties, prior Liens and practical problems associated with the realization of the Security Trustee's Liens on the Collateral. Neither the Trustee nor the Security Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any of the Liens, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so.

        The Security Trust Agreement will provide that the Company and the Guarantors will indemnify the Security Trustee for all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind imposed against the Security Trustee arising out of the Security Documents except to the extent that any of the foregoing are finally judicially determined to have resulted from the negligence or willful misconduct of the Security Trustee.

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Release of Security

        The security created in respect of the Collateral granted under the Security Documents may be released in certain circumstances, including:

•

upon repayment in full of the Notes;



•

upon satisfaction and discharge of the Indenture;



•

upon certain dispositions of the Collateral in compliance with the covenant "—Asset Sales," provided that the Notes are secured by a Lien with respect to any assets purchased with the Net Proceeds therefrom substantially similar to the Lien on the assets that were the subject of such Asset Sale; and



•

with respect to security granted by a Subsidiary Guarantor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor in accordance with the terms of the Indenture.

        The obligations of each Guarantor under its respective Note Guarantee and the enforceability of the Collateral granted in respect of such Note Guarantee may be limited, or possibly invalid, under applicable laws. See "Risk Factors—Risks Related to the Notes—Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions".

Book Entry, Delivery and Form

        The Exchange Notes will initially be represented by a note in global registered form and which will represent the aggregate principal amount of the Exchange Notes (the "Rule Global Note"). The Global Note will be deposited with, and registered in the name of a nominee on behalf of, the Principal Paying Agent upon issuance in London as common depositary (in that capacity, the "Common Depositary") for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream").

        All transfers of interests in the Global Note will be recorded in accordance with the book-entry system maintained by Euroclear and Clearstream, pursuant to customary procedures established by Euroclear and Clearstream and their participants.

        Except in the limited circumstances described below, owners of beneficial interests in the Global Note will not be entitled to receive physical delivery in registered certificated form (the "Certificated Notes").

        Owners of beneficial interests in the Global Note will not be entitled to have Exchange Notes registered in their names, and will not receive or be entitled to receive physical delivery of certificates representing individual Exchange Notes, except as set forth in this prospectus or in the Indenture.

        The Exchange Notes may be presented for registration of transfer and exchange at the offices of the Registrar or at the offices of the paying and transfer agent in Luxembourg.

Depository Procedures

        The following description of the operations and procedures of Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them from time to time. The Company takes no responsibility for these operations and procedures and urges investors to contact the clearing systems to discuss these matters.

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Euroclear and Clearstream

        Euroclear and Clearstream each hold securities for their account holders and facilitate the clearance and settlement of securities transactions by electronic book entry transfer between their respective account holders, thereby eliminating the need for physical movements of certificates and any risk from lack of simultaneous transfers of securities. Euroclear and Clearstream each provide various services including safekeeping, administration, clearance and settlement of internationally traded securities, and securities lending and borrowing. Each of Euroclear and Clearstream can settle securities transactions in any of more than 30 currencies, including the euro. Euroclear and Clearstream each also deal with domestic securities markets in several countries through established depositary and custodial relationships. The respective systems of Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective account holders may settle trades with each other. Account holders in both Euroclear and Clearstream are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to both Euroclear and Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder in either system. An account holders' overall contractual relations with either Euroclear or Clearstream are governed by the respective rules and operating procedures of Euroclear or Clearstream and any applicable laws. Both Euroclear and Clearstream act under those rules and operating procedures only on behalf of their respective account holders and have no record of or relationship with any person who is not a direct account holder.

        Investors who hold accounts with Euroclear or Clearstream may acquire, hold and transfer security entitlements with respect to Global Notes against Euroclear or Clearstream and their respective property by book entry to accounts with Euroclear or Clearstream, each of which has an account with the Common Depositary and subject at all times to the procedures and requirements of Euroclear or Clearstream, as the case may be. "Security entitlement" means the rights and property interests of an account holder against its securities intermediary under applicable law in or with respect to a security, including any ownership, co-ownership, contractual or other rights. Investors who do not have accounts with Euroclear or Clearstream may acquire, hold and transfer security entitlements with respect to the Global Note against the securities intermediary and its property with which those investors hold accounts by book entry to accounts with the securities intermediary and its property, which in turn may hold a security entitlement with respect to the Global Note through Euroclear or Clearstream. Investors electing to acquire security entitlements with respect to the Global Note through an account with Euroclear or Clearstream or some other securities intermediary must follow the settlement procedures of their securities intermediary with respect to the settlement of new issues of securities.

        Security entitlements with respect to the Global Note to be acquired through an account with Euroclear or Clearstream will be credited to that account as of the settlement date against payment in euro for value as of the settlement date. Investors electing to acquire, hold or transfer security entitlements with respect to the Global Note through an account with Euroclear, Clearstream or some other securities intermediary other than in connection with the initial distribution of the Notes must follow the settlement procedures of their securities intermediary with respect to the settlement of secondary market transactions in securities.

        Except as described below, owners of interests in the Global Note will not have Exchange Notes registered in their names, will not receive physical delivery of Exchange Notes in certificated form and will not be considered the registered owners or holders of the Exchange Notes. So long as the Common Depositary is the registered owner or holder of the Global Note, the Common Depositary will be considered the sole owner or holder of the Exchange Notes represented by the Global Note for all purposes under the Indenture and the Exchange Notes. Accordingly, each person owning a beneficial interest in the Global Note must rely on the procedures of Euroclear or

78

Clearstream, as the case, may be, and their account holders to exercise any rights and remedies of a holder of Exchange Notes under the Indenture. Payments of principal and interest on the Global Notes will be made to the Common Depositary on behalf of Euroclear or Clearstream, as the case may be, as the registered owners of the Global Note.

        The laws of some countries and some states in the United States require that certain persons take physical delivery in definitive form of securities which they own. Accordingly, the ability to transfer beneficial interests in the Global Note to those persons may be limited to that extent. Because Euroclear and Clearstream can act only on behalf of their respective account holders, the ability of a person having beneficial interests in the Global Note to pledge those interests to persons or entities that do not participate in the relevant clearing system, or otherwise take actions in respect of those interests, may be affected by the lack of a physical certificate evidencing those interests.

        The Company understands that under existing industry practices, if either the Company or the Trustee requests any action of Holders, or if an owner of a beneficial interest in the Global Note desires to give instructions or take an action that a holder is entitled to give or take under the Indenture, Euroclear or Clearstream, as the case may be, would authorize their respective account holders owning the relevant beneficial interest to give instructions to take that action, and those account holders would authorize intermediaries to give instructions or take that action, or would otherwise act on the instructions of the intermediaries.

        The Company understands that under existing practices of Euroclear and Clearstream, if less than all of the Exchange Notes are to be redeemed at any time, Euroclear or Clearstream, as the case may be, will credit their account holders' accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as Euroclear or Clearstream, as the case may be, deems fair and appropriate, provided that no beneficial interests of less than €1,000 may be redeemed in part.

Payments on the Global Note

        Payments in respect of the principal of, premium, if any, and interest (including Special Interest) on the Global Note will be made through one or more payment agents appointed under the Indenture including, for so long as the Notes are listed on the Luxembourg Stock Exchange, a paying agent in Luxembourg and will be payable to the Common Depositary on behalf of Euroclear and Clearstream, each in its capacity as the registered Holder of the Global Note under the Indenture. Under the terms of the Indenture, the Company, the Guarantors and the Trustee will treat the persons in whose names the Notes, including the Global Note, are registered as the owners of the Notes for the purpose of receiving those payments and for any and all other purposes whatsoever.

        Consequently, neither the Company, the Guarantors, the initial purchasers, the Trustee nor any agent thereof has or will have any responsibility or liability for (1) any aspect or accuracy of the records of the relevant clearing system or their respective account holders relating to payments made on account of beneficial ownership interests in the Global Note, or for maintaining, supervising or reviewing any records of any clearing system or account holder relating to beneficial interests in the Global Note or (2) any other matter relating to the actions and practices of the relevant clearing system or their respective account holders.

        Upon receipt of any payment in respect of securities such as the Exchange Notes (including principal and interest), Euroclear or Clearstream will immediately credit the accounts of the relevant account holders with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interests in the Global Note as shown on the records of Euroclear or Clearstream. The Company expects that payments by the account

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holders to the beneficial owners of the Global Note will be governed by standing instructions and customary practices and will be the responsibility of the account holders and will not be the responsibility of Euroclear, Clearstream, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by Euroclear or Clearstream or any of their respective account holders in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from Euroclear or Clearstream or their respective nominee for all purposes.

        Neither the Company, the Guarantors nor the Trustee, nor the paying and transfer agent in Luxembourg, nor any of their respective agents will have any responsibility for the performance by Euroclear or Clearstream or their respective account holders of their obligations under the rules and procedures governing their operations or otherwise.

Transfer and Exchange

        A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee and the paying and transfer agent in Luxembourg may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Transfers of the Global Note and Interests in the Global Note

        Unless Certificated Notes are issued, the Global Note may be transferred in whole and not in part only by Euroclear and Clearstream to the Common Depositary or by the Common Depositary to Euroclear and Clearstream, respectively, or to another nominee or successor of the clearing systems or a nominee of that successor.

        Transfers of beneficial interests in the Global Note will be subject to the applicable rules and procedures of Euroclear and Clearstream and their respective account holders and intermediaries. Any secondary market trading activity in beneficial interests in the Global Note is expected to occur through the account holders and intermediaries of Euroclear and Clearstream, and the securities custody accounts of investors will be credited with their holdings against payment in same-day funds on the settlement date.

        No service charge will be made for any registration of transfer or exchange of the Exchange Notes, but the Trustee and the paying and transfer agent in Luxembourg may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange.

        Although Euroclear and Clearstream have agreed to certain procedures to facilitate transfers of interests in the Global Note among their account holders, they are under no obligation to perform or to continue to perform those procedures, and the procedures may be discontinued at any time. None of the Company, the Guarantors, the initial purchasers, the Trustee, nor any agent thereof has or will have any responsibility for the nonperformance or misperformance (as a result of insolvency, mistake, misconduct or otherwise) by Euroclear or Clearstream or their respective account holders or intermediaries of their obligations under the rules and procedures governing their operations.

Exchange of Global Note for Certificated Notes

        The Global Note is exchangeable for certificated Notes if (1) Euroclear and Clearstream are unwilling or unable to continue as depositary for the Global Note and the Company fails to appoint a successor depositary or (2) there will have occurred and be continuing a Default or Event of

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Default with respect to the Notes. In all cases, Certificated Notes delivered in exchange for the Global Note or beneficial interests in the Global Note will be registered in the names, and issued in any approved denominations, requested by or on behalf of Euroclear or Clearstream (in accordance with their customary procedures) and will bear the applicable restrictive legend provided for in the Indenture, unless the Company determines otherwise in compliance with applicable law. The Exchange Notes may not be issued in bearer form. Under current practice, the Clearing Systems permit an exchange of the Global Note into Certificated Notes only in whole and not in part.

        In the case of Certificated Notes, the Holder of any Certificated Note may transfer that Note by surrendering it at the offices or agencies of the Company maintained for that purpose within the City and State of New York or London, England or Luxembourg and, for so long as the Notes are listed on the Luxembourg Stock Exchange, the transfer agent maintained in Luxembourg. In the event of a partial transfer of a holding represented by one certificate, or partial redemption of a holding represented by one certificate, (1) a new certificate will be issued to the transferee in respect of the part transferred or redeemed and (2) a further new certificate in respect of the balance of the holding not transferred or redeemed will be issued to the transferor, provided that no certificate in denominations of less than €50,000, or other than in integral multiples in excess thereof of €1,000 will be issued. After a Holder has duly surrendered a Certificated Note for transfer, the Trustee or the transfer agent in Luxembourg will register the transfer and deliver a new Certificated Note (of a like principal amount to that of the Certificated Note so transferred) to the transferee at the offices of the Trustee in the City and State of New York or in London, England or at the offices of the transfer agent in Luxembourg. Each new certificate to be issued will be available for delivery within 10 business days at the office of the Trustee in the City and State of New York or in London, England or at the office of the paying and transfer agent in Luxembourg. The Company will pay the cost of preparing, printing, packaging and delivering the Certificated Notes.

        If Certificated Notes are issued and a Holder of a Certificated Note claims that the Note has been lost, destroyed or wrongfully taken or if that Note is mutilated and is surrendered to the Trustee, or the Principal Paying Agent on its behalf, the Company will issue and the Trustee will authenticate a replacement Note if the requirements of the Trustee and the Company are met. Such replacement Note will be available for delivery at the office of the Trustee in the City and State of New York or in London, England or at the office of the paying and transfer agent in Luxembourg. If required by the Trustee or the Company, a holder must post an indemnity bond sufficient in the judgment of the Trustee and the Company to protect them or any paying agent or authenticating agent appointed under the Indenture from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge for expenses in replacing a Note.

        In case any mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Company under the Indenture, the Company may, in its discretion, pay, redeem or purchase that Note instead of issuing a new Note.

Same Day Settlement and Payment

        Payments in respect of the Exchange Notes represented by the Global Note (including principal, premium, if any, and interest (including Special Interest)) will be made by wire transfer of immediately available funds to the accounts specified by the holder of the Global Note. With respect to Certificated Notes, the Company will make all payments of principal, premium, if any, and interest (including Special Interest), by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no account is specified, by mailing a check to each Holder's registered address. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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        As of the date of this prospectus, the Trustee is Deutsche Bank Trust Company Americas, the Principal Paying Agent is Deutsche Bank AG London, and the paying and transfer agent and the Registrar in Luxembourg is Deutsche Bank Luxembourg S.A. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar. So long as the Notes are listed on the Luxembourg Stock Exchange, notice of a change of Paying Agent or Registrar will be published in a newspaper having a general circulation in Luxembourg.

        In all circumstances, the Company will ensure that:

(1)

a Paying Agent is maintained in the City and State of New York; and



(2)

for so long as the Notes are listed on any securities exchange, any requirement of the exchange as to Paying Agents is satisfied; and



(3)

at all times there is a Registrar, a Principal Paying Agent, and a Trustee.

        So long as the Notes are listed on the Luxembourg Stock Exchange, the Company will maintain a paying and transfer agent in Luxembourg.

Methods of Receiving Payments on the Notes

        Payments in relation to the Notes will be made pursuant to the Indenture. The Company will make payments of interest on a Note to the person in whose name the Note is registered on the fifteenth day before the due date for the payment of interest (1) by a euro check drawn on a bank in Stockholm, London, Frankfurt, New York or Luxembourg or (2) if a Holder has given transfer instructions to the Company, including, for so long as the Notes are listed in Luxembourg, the Paying Agent in Luxembourg, in euro by credit or transfer to a euro-denominated account (or any other account to which euro may be credited or transferred) specified by the payee in a city in which banks have access to the TARGET System. "TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System.

        The Company will pay principal (and premium, if any) on the Notes upon presentation and surrender of a Note at the specified office of the Principal Paying Agent or any additional or substitute paying agent by a euro check drawn on a bank in Stockholm, London, Frankfurt, the City of New York, or Luxembourg.

        Payments of principal and interest on the Notes will be subject in all cases to any fiscal or other applicable laws and regulations, but without prejudice to the provisions on additional amounts described under the heading "Payment of Additional Amounts; Redemption for Taxation Reasons" in this section. No commission or expenses will be charged to the Holders in respect of those payments.

        If any due date for payment of principal or interest in respect of any Note is not a business day, then the holder will not be entitled to payment of the amount due until the next following day which is a business day and the holder will not be entitled to any interest or other sums in respect of the postponed payment. "Business day" means a day on which commercial banks and foreign exchange markets are open for general business in the place of presentation and a day on which the TARGET System is open.

        Any Old Notes that remain outstanding after the completion of the Exchange Offer, together with the Exchange Notes issued in connection with the Exchange Offer, will be treated as a single class of securities under the Indenture.

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Optional Redemption

        On or after February 1, 2007, the Company may redeem all or a part of the Notes upon not less 30 nor more than 60 days' notice to the Holders (which notice will be irrevocable), at the redemption prices (expressed as percentages of principal amount) set forth below plus, in each case, accrued and unpaid interest thereon, if any, Special Interest, if any, and Additional Amounts, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on February 1 of the year indicated below:

Year	Percentage
2007	104.563	%
2008	102.281	%
2009 and thereafter	100.000	%

        Any notice of such redemption shall be made pursuant to the subheading "Notices" below.

        Notwithstanding the foregoing, prior to February 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption price of 109.125% of the principal amount thereof, plus accrued and unpaid interest, Special Interest, if any, and Additional Amounts, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that

(1)

at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Affiliates); and



(2)

the redemption must occur within 90 days of the date of the closing of such Public Equity Offering.

Mandatory Redemption

        Except for repurchase obligations upon a Change of Control Event or with certain Excess Proceeds from Asset Sales, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control Event

        If a Change of Control Event occurs, each Holder will have the right to require the Company to repurchase all or any part (equal to €1,000 in principal amount or an integral multiple thereof) of that Holder's Notes pursuant to the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the principal amount of the Notes repurchased plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase (the "Change of Control Payment").

        Within 30 days immediately following any Change of Control Event, the Company will:

(1)

mail a notice to the Trustee describing the transaction or transactions that constitute the Change of Control Event and offering to repurchase Notes on a specific date, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice;



(2)

publish such notice in a leading newspaper having a general circulation in New York City (which is expected to be The Wall Street Journal), a leading newspaper having a general

83

circulation in London (which is expected to be the Financial Times), and, if the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Tageblatt);

(3)

if the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, notify such stock exchange of the Change of Control Event, and provide that Notes may be tendered at the office of the paying and transfer agent in Luxembourg; and



(4)

if any Certificated Notes are outstanding, send, by first class mail, such notice to each Holder of Certificated Notes.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Event. To the extent that, since the date hereof, changes in the provisions of any such securities laws or regulations have occurred which conflict with the "Change of Control Event" provisions of the Indenture, the Company will comply with such securities laws or regulations and will not be deemed to have breached its obligations under the "Change of Control Event" provisions of the Indenture by virtue thereof.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and



(3)

deliver or cause to be delivered to the Trustee (or the Principal Paying Agent on its behalf) the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of €1,000 or any integral multiple thereof.

        The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, notify such stock exchange of such results (including the total amount of Notes that remain outstanding, if any).

        Except as described above with respect to a Change of Control Event, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control Event purchase price for all the Notes that might be tendered by the Holders seeking to accept the Change of Control Offer. In the event that the Company is required to purchase Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to

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meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

        The Company will not be required to make a Change of Control Offer upon a Change of Control Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        The definition of Change of Control Event includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law in New York interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company or the Restricted Subsidiary, as the case may be receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed;



(2)

such fair market value is determined in good faith by the Company's board of directors and evidenced by a resolution of the board of directors set forth in an Officers' Certificate delivered to the Trustee;



(3)

at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents and is received at the time of such issuance, sale or disposition. For purposes of this provision, each of the following will be deemed to be Cash Equivalents:



(a)

any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from such liabilities;



(b)

any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are (subject to ordinary settlement periods) converted within 30 days by the Company or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received in that conversion); and



(c)

such Asset Sale is made in compliance with the Security Documents or, in the case of pledged assets, with the consent of the Security Trustee.

        Notwithstanding the foregoing, the Company (or the Restricted Subsidiary, as the case may be) may consummate an Asset Sale with respect to a bus which is then subject to a Residual Value Guarantee provided that (a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the then applicable Specified

85

Residual Value for such bus, (b) 100% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents and is received at the time of such sale or disposition and (c) such Asset Sale is made in compliance with the Security Documents or, in the case of pledged assets, with the consent of the Security Trustee.

        Within 360 days after receipt of any Net Proceeds from an Asset Sale, the Company will apply, or cause such Restricted Subsidiary to apply, such Net Proceeds at its option to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business ("Replacement Assets") and provided that if such sold properties or assets were Collateral then such Replacement Assets shall be pledged to the Security Trustee pursuant to an effective and perfected security interest.

        Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings of the Company or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds SEK 10,000,000, the Company will make an Asset Sale Offer to all Holders of Notes and on a pro rata basis to all holders of other Indebtedness that ranks equally in right of payment with the Notes and, with respect to Indebtedness of any Subsidiary Guarantor, that ranks equally with the Subsidiary Guarantee of such Subsidiary Guarantor, containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other equal-ranking Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase, and will be payable in cash in the manner specified in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other equal-ranking Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other equal-ranking Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        Holders may elect to tender their Notes in whole or in part in integral multiples of €1,000 in exchange for cash. The issuer has undertaken with the Luxembourg Stock Exchange that it will provide that such Notes may be tendered at the office of the paying and transfer agent in Luxembourg. An Asset Sale Offer will remain open for a period of at least 20 business days or such longer period as may be required by law.

        In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under "Merger, Consolidation, or Sale of Assets," the receiving entity will be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and such receiving entity, in lieu of the Company and its Restricted Subsidiaries, will comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value (as determined in good faith by the Company's board of directors and evidenced by a resolution of the board of directors) of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold will be deemed to be Net Proceeds for the purposes of this covenant.

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        Within 30 days following the earlier of (a) the 361st day after an Asset Sale and (b) the date the Company, by resolution of its board of directors, decides to use the proceeds from an Asset Sale to make an Asset Sale Offer, notice of the Asset Sale Offer will be published in a leading newspaper having general circulation in New York City (which is expected to be The Wall Street Journal), a leading newspaper having a general circulation in London (which is expected to be the Financial Times), and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a leading newspaper having a general circulation in Luxembourg (which is expected to be the Tageblatt), with a copy to the Trustee, and will comply with the procedures set forth in the Indenture.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer. To the extent that, since the date hereof, changes in the provisions of any such securities laws or regulations have occurred which conflict with the "Asset Sales" provisions of the Indenture, the Company will comply with such securities laws or regulations and will not be deemed to have breached its obligations under the heading "Asset Sales" provisions of the Indenture by virtue thereof.

Payment of Additional Amounts; Redemption for Taxation Reasons

        All payments in respect of the Notes or the Note Guarantees will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature, including penalties, interest and any other liabilities related thereto ("Taxes") imposed or levied by or on behalf of (1) Sweden, Finland or Norway, (2) any other jurisdiction in which a Payor (as defined below) is organized or otherwise considered to be resident for tax purposes, (3) any jurisdiction from or through which payment on the Notes or the Note Guarantees is made or (4) any political subdivision or governmental authority of or in (1) through (3) above having the power to tax (each of (1) through (4) a "Relevant Taxing Jurisdiction"), unless the Company or the relevant Guarantor (each, a "Payor") is compelled by law to deduct or withhold such Taxes. In such event, the Payor will pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the net amounts received by the Holders after such withholding or deduction will equal the respective amounts of principal and interest that would have been receivable in respect of the Notes in the absence of such withholding or deduction.

        However, no such Additional Amounts will be payable in respect of any Note or Note Guarantee:

(1)

presented for payment of principal more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 30 day period;



(2)

if any Tax is imposed or withheld by reason of the failure to comply or a delay in complying or the provision of inaccurate information by the Holder of such Note or, if different, the beneficiary of such amounts when a request is addressed or otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of such Holder or beneficiary which is required or imposed by a statute, treaty, regulation or administrative practice of such Relevant Taxing Jurisdiction (or to which it is a party) or any relevant jurisdiction (or any political subdivision or authority thereof) as a precondition to exemption from all or part of such Tax;

87

(3)

of any person liable for Taxes in respect of such Note by reason of the Holder of the Note or, if different, the beneficial owner having some connection with a Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of principal or interest in respect thereof, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment or fixed base therein whether by himself or through an agent;



(4)

on account of any estate, inheritance, gift, sale, transfer, personal property, wealth or other similar Tax;



(5)

presented for payment or in respect of which payment is required to be made in a Relevant Taxing Jurisdiction; and



(6)

any combination of (1), (2), (3), (4) or (5);

nor will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Note or any Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder.

        The Payor will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Payor will furnish copies to the Trustee of such receipts evidencing the payment of any Taxes so deducted or withheld in such form as are provided in the normal course by the taxing authority imposing such Taxes and as are as reasonably available to the Payor within 60 days after the date of receipt of such evidence. The Trustee will make such evidence available to the Holders upon request.

        Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest, Special Interest, or any other amount payable under or with respect to any Note or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

        "Relevant Date" means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect will have been duly given to the Holders by the Payor in accordance with these terms and conditions.

        The Payor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, Sweden, Norway, Finland or in any jurisdiction in which the Paying Agent is located from the execution, delivery or registration of the Notes or the Note Guarantees or the Security Documents, or any other document or instrument referred to in the Indenture, the Note Guarantees, the Security Documents or the Notes.

        If the Company determines and certifies to the Trustee immediately prior to the giving of such notice that:

(1)

the payment by the Company of Additional Amounts or further Additional Amounts (as the case may be) in respect of payments under such Notes is, or will be, required as a result of (a) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated thereunder) of Sweden (or to which it is a party), or any relevant jurisdiction

88

or any political subdivision or authority thereof or therein having power to tax or (b) any change or amendment in the existing official position or the introduction of an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction or any practice or concession of Skattenyudigheten (the Swedish Tax Authority) which change, amendment, application or interpretation becomes effective on or after the date of issuance of the Notes; and

(2)

such obligation cannot be avoided by the Company taking reasonable measures available to it;

then the Company, at its option, may redeem the Notes in whole but not in part, at a redemption price equal to the then outstanding principal amount thereof, together with interest accrued to the date fixed for redemption, Special Interest, if any, and any Additional Amounts payable with respect thereto as a result of the redemption or otherwise.

        Notwithstanding the preceding, no such notice of redemption will be given earlier than 60 days prior to the earliest date on which a Payor could be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to the giving of any notice of redemption described in this paragraph, the Payor will deliver to the Trustee (a) a certificate signed by two directors of the Payor stating that the obligation to pay Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it and (b) a written opinion of independent legal counsel to the Payor to the effect that circumstances referred to above exist.

        If payments in respect of the Notes or the Note Guarantees by a Payor will become subject generally to the taxing jurisdiction of any Territory or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax (an "Additional Taxing Jurisdiction"), other than or in addition to a Relevant Taxing Jurisdiction, immediately upon becoming aware thereof the Payor will notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a supplemental indenture, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of the foregoing provisions of this "Payment of Additional Amounts; Redemption for Taxation Reasons" section with the substitution for (or, as the case may be, the addition to) the references therein to Relevant Taxing Jurisdictions of references to the Additional Taxing Jurisdiction. For the purposes of the foregoing, "Territory" means any jurisdiction in which the Payor is incorporated or in which the Company or the relevant Guarantor has its place of central management or central control or in which the Payor carries on any business.

Selection and Notice of Redemption

        If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1)

if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed (as set forth in an Officer's Certificate delivered by the Company to the Trustee); or



(2)

if the Notes are not so listed or if such requirements are not so certified, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

        The Luxembourg Stock Exchange currently has no such requirements. Therefore, the Trustee will select Notes on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

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        No Notes of €1,000 will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

        In addition, the Company will, at least 30 and not more than 60 days before the redemption date, cause notice of such redemption to be published in a leading newspaper having a general circulation in New York City (which is expected to be The Wall Street Journal), a leading newspaper having a general circulation in London (which is expected to be the Financial Times), and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a newspaper having a general circulation in Luxembourg (which is expected to be the Tageblatt), with a copy to the Trustee, and will comply with the procedures set forth in the Indenture.

        If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Cancellation

        All Notes which are redeemed pursuant to the Indenture will forthwith be surrendered to the Principal Paying Agent for cancellation and accordingly may not be reissued or resold.

Prescription

        Claims against the Company for the payment of principal of, or interest, Special Interest, if any, or Additional Amounts, if any, on, the Notes will become void unless presentation for payment is made as required in the Indenture within a period of ten years, in the case of principal, or five years, in the case of interest, Special Interest, if any, or Additional Amounts, if any, from the applicable original payment date therefor.

Certain Covenants

Restricted Payments

        The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of or with respect to the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Share Capital) of the Company or payable to the Company or by a Wholly Owned Restricted Subsidiary of the Company to another Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor);



(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company or of any direct or indirect parent of the Company or of any Restricted Subsidiary of the Company or of any Unrestricted Subsidiary of the Company (other than any Equity Interests of any Restricted

90

Subsidiary owned by the Company or any Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor);

(3)

make any payment on account of or with respect to, or purchase, redeem, defease, prepay, decrease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes, except a payment of interest or principal at the Stated Maturity thereof; or



(4)

make any Restricted Investment (all such payments and other actions set forth, but not excluded from, in clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(a)

no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and



(b)

the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least SEK 1.0 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the heading "Incurrence of Indebtedness and Issuance of Disqualified Share Capital" in this section; and



(c)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3) and (5), but including Restricted Payments permitted by clauses (1) and (4), of the next succeeding paragraph), is less than the sum, without duplication, of:



(i)

50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus



(ii)

100% of the aggregate net cash proceeds received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Share Capital) or from the issue or sale of convertible or exchangeable Disqualified Share Capital or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Share Capital or debt securities) sold to a Subsidiary of the Company) and excluding any such proceeds to the extent used to redeem Notes, plus



(iii)

to the extent that any Restricted Investment that was made after the Issue Date is sold for Cash Equivalents or otherwise liquidated or repaid for Cash Equivalents, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment.

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        So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1)

the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;



(2)

payments of dividends or distributions in order to provide funds to pay amounts required to be paid by the Indirect Parent in connection with its reporting obligations under US federal securities laws or amounts required by our Parent Companies to pay costs associated with its activities as a holding company in compliance with the Indenture, provided that such amounts have actually been incurred by the Indirect Parent or are expected to be incurred within 7 days of such payment and provided further that such amounts do not exceed an aggregate of SEK 10,000,000 in any financial year;



(3)

payments of dividends or distributions, or payments of amounts due under the Subordinated Shareholder Loan, in an aggregate amount of up to the value of interest payments required to be made in respect of the Parent Notes, to be applied to such payment, provided that no such payment may be made by the Company or any Restricted Subsidiary more than 7 days in advance of the date of such interest payment becomes due and payable;



(4)

the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Share Capital); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph;



(5)

the defeasance, redemption, repurchase or other acquisition of any Indebtedness of the Company that is subordinated in right of payment to the Notes with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;



(6)

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by (A) any member of the Company's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement or stock or share option agreement in effect as of the Issue Date or (B) any employee of the Company or any of its Restricted Subsidiaries upon the retirement of any such employee; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests will not exceed SEK 10,000,000 in any twelve month period; and



(7)

other Restricted Payments in an aggregate amount not to exceed SEK 20,000,000.

        The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the board of directors whose resolution with respect thereto (or an Officer's Certificate certifying such determination of the board of directors) will be delivered to the Trustee. The board of directors' determination must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of international standing if the fair market value exceeds SEK 400,000,000. Not later than the date of making any Restricted Payment in an amount in excess

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of SEK 40,000,000, the Company will deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

        In computing Consolidated Net Income of the Company for the purpose of the foregoing clause (3)(a), the Company will use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements based on the books and records of the Company for the remaining portion of such period. The Company will be permitted to rely in good faith on the financial and other data derived from its books and records that are available on the date of determination in preparing such unaudited financial statements. If the Company makes a Restricted Payment that, at the time of the making of it, would in the good faith determination of the Company be permitted under the requirements of the Indenture, such Restricted Payment will be deemed to have been made in compliance with the Indenture notwithstanding any adjustments made in good faith to the Company's financial statements after such Restricted Payment is made which effect Consolidated Net Income of the Company for any period; provided, however, that any such adjustments will be taken into account in computing Consolidated Net Income in respect of any subsequent Restricted Payment.

Incurrence of Indebtedness and Issuance of Disqualified Share Capital

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Share Capital; provided, however, that if no Default or Event of Default will have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or the issuance of any such Disqualified Share Capital (or if such Event of Default does exist, such Event of Default is cured concurrently with such incurrence or issuance, as the case may be), (1) the Company may incur Indebtedness or issue Disqualified Share Capital, and (2) any Subsidiary Guarantor, other than Swebus Busco AB, may incur Indebtedness if such Indebtedness is (A) Indebtedness represented by a Revolving Credit Facility, (B) Indebtedness represented by Capital Lease Obligations, (C) Indebtedness represented by purchase money obligations or (D) Acquired Indebtedness, in the case of both of (1) and (2) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Share Capital is issued would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Share Capital had been issued, as the case may be, at the beginning of such four-quarter period.

        So long as no Default or Event of Default will have occurred and be continuing or would be caused thereby, the first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by the Company and its Restricted Subsidiaries that are Subsidiary Guarantors of Indebtedness under a Revolving Credit Facility (and any guarantees in respect thereof) in an aggregate principal amount at any time outstanding not to exceed SEK 100,000,000 (with letters of credit and bank guarantees being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder), less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Subsidiaries since the Issue Date to repay any such

93

revolving credit Indebtedness pursuant to the covenant described above under the heading "Asset Sales" in this section);

(2)

the incurrence by the Company of Indebtedness represented by the Notes and the Exchange Notes (other than Additional Notes) and Indebtedness of Guarantors pursuant to their Note Guarantees;



(3)

the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by (a) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment or buses or other vehicles used in the business of the Company or such Restricted Subsidiary and (b) Attributable Debt in respect of Sale and Leaseback Transactions, in an aggregate principal amount for both clauses (a) and (b) not to exceed SEK 100,000,000 at any time outstanding;



(4)

the incurrence by the Company and its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (4) or (14) of this paragraph;



(5)

the incurrence by the Company or any Subsidiary Guarantor of intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries; provided, however, that (a) if the Company or a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary that is a Guarantor thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor thereof; will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (5);



(6)

the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness, or fixing or hedging foreign currency exchange rate risk with respect to any Indebtedness, in each case that is permitted by the terms of this Indenture to be outstanding;



(7)

the guarantee by the Company of Indebtedness of a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant;



(8)

the incurrence by the Company or any Subsidiary Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (8), not to exceed SEK 45,000,000;



(9)

the accrual of interest, the accretion or amortization of original issue discount, the capitalization of interest, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms as the Indebtedness on which such interest accrued, and the payment of dividends on Disqualified Share Capital in the form of

94

additional shares of the same class of Disqualified Share Capital, provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;

(10)

the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries representing or comprising Obligations under performance and surety bonds provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;



(11)

the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries represented by letters of credit, bankers' acceptances, surety bonds, performance bonds or similar instruments for the account of the Company or such Restricted Subsidiary, as the case may be, in order to provide for security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;



(12)

the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries arising from agreements either providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case incurred or assumed in connection with the disposition of any business or assets of the Company or a Restricted Subsidiary of the Company or the disposition of a Restricted Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition, provided, however, that the maximum assumable liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;



(13)

Guarantees by any Restricted Subsidiary made in compliance with provisions of the "Limitations on Issuances of Guarantees of Indebtedness" covenant; and



(14)

Indebtedness of the Company represented by the Subordinated Shareholder Loan.

        If any Non-Recourse Debt of an Unrestricted Subsidiary ceases to be Non-Recourse Debt, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Disqualified Share Capital" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company (i) will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant and (ii) may from time to time reclassify such item of Indebtedness in any manner that complies with this covenant, in each case without duplication.

        For purposes of determining compliance with any Swedish Kronor denominated restriction on the incurrence of Indebtedness denominated in another currency, the SEK principal amount of all Indebtedness will be calculated based on the relevant currency exchange rate in effect on the date of such incurrence; provided that, if any Indebtedness denominated in a currency other than SEK is subject to a currency hedging agreement covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in SEK will be as provided in such currency hedging agreement. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate in effect on the date of such refinancing applicable to the currencies in which such respective Indebtedness is denominated.

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Liens

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any property or asset now owned or hereafter acquired, except Permitted Liens. Holding and the Company will not, and the Company will not permit any of it Restricted Subsidiaries to, grant to any Person other than the Security Trustee, for the benefit of the Common Depositary as registered holder of the Notes, and the holders of the Notes and any other beneficiaries described in the Security Document, any interest whatsoever in any of the Collateral, except that the Company may make any Asset Sale, including an Asset Sale with respect to property or assets which constitute Collateral in compliance with the covenant "—Asset Sales."

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to:

(1)

pay dividends or make any other distributions on its Share Capital or with respect to any other interest or participation in, or measured by, its profits or reserves, to the Company or any of the Company's Restricted Subsidiaries, or pay any indebtedness owed to the Company or any of the Company's Restricted Subsidiaries;



(2)

make loans or advances to the Company or any of the Company's Restricted Subsidiaries; or



(3)

transfer any of its properties or assets to the Company or any of the Company's Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

the Indenture, the Notes, the Exchange Notes, the Note Guarantees and the Security Documents;



(2)

applicable law;



(3)

any instrument governing Indebtedness or Share Capital of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;



(4)

customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with then current industry practices;



(5)

purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the transfer or encumbrance of the property so acquired;



(6)

any agreement for sale or other disposition of a Restricted Subsidiary that restricts distributions or transfers or assets by such Restricted Subsidiary pending the consummation or such sale or other disposition; and



(7)

Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the heading "Liens" in this section that limit the

96

right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien.

Merger, Consolidation, or Sale of Assets

        The Company may not, directly or indirectly: (1) merge or consolidate with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey, demerge or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey, demerge or otherwise dispose of) all or substantially all of the Company's properties and assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries), in one or more related transactions, to another Person unless:

(1)

either (a) the Company is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or which acquires by sale, assignment, transfer, lease, conveyance, demerger or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Receiving Entity") (i) is a corporation organized and validly existing under the laws of Sweden, the United States (or any state thereof) or any member state of the European Union (as comprised at the Issue Date) and (ii) expressly assumes all the obligations of the Company under the Notes, the Indenture, the Registration Rights Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee;



(2)

immediately after giving effect to such transaction and the assumption contemplated by clause (1) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), on a pro forma basis the Company or such Receiving Entity, as the case may be, (a) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (b) (i) will be able to incur at least SEK 1.0 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the heading "Incurrence of Indebtedness and Issuance of Disqualified Share Capital" in this section or (ii) will have a Fixed Charge Coverage Ratio for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction, determined on a pro forma basis as if such transaction had occurred (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction) at the beginning of such four-quarter period, greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction;



(3)

consummation of such transaction will not conflict with or result in a breach or violation of the terms of, or constitute a default under, or result in the expiration, termination or loss of, any lease, transportation agreement, license, permit, concession or other contract or governmental or quasi-governmental approval which, individually or in the aggregate, would have a material adverse effect on the Company and its Restricted Subsidiaries taken as a whole;



(4)

immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1) above (including, without limitation, on a pro forma basis giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction, and the expiration, termination or loss or anticipated expiration, termination or loss, of any

97

lease, transportation agreement, license, permit, concession or other contract or governmental or quasi-governmental approval as a result of the consummation of such transaction), no Default or Event of Default will have occurred or be continuing; and

(5)

the Company (if the surviving entity) or the Receiving Entity, as the case may be, will have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such merger or consolidation, or such sale, assignment, transfer, lease, conveyance, demerger or other disposition, as the case may be, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This "Merger, Consolidation, or Sale of Assets" covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries.

        Each Subsidiary Guarantor will not, and the Company will not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or another Subsidiary Guarantor) or sell, assign, convey, demerge, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or another Subsidiary Guarantor), or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, demerger, transfer, lease or disposition of all or substantially all of the properties and assets of the Subsidiary Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or another Subsidiary Guarantor), unless at the time of the transaction and after giving effect thereto:

(a)

either:



(i)

the Subsidiary Guarantor will be the surviving corporation; or



(ii)

the Person (if other than the Subsidiary Guarantor) formed by such consolidation or into which the Subsidiary Guarantor is merged or the Person which acquires by sale, assignment, conveyance, demerger, transfer, lease or disposition all or substantially all of the properties and assets of the Subsidiary Guarantor and its Restricted Subsidiaries on a Consolidated basis (the "Receiving Guarantor Entity") will be a corporation organized and validly existing under the laws of Sweden, Norway, Finland, the United States (or any state thereof) or any member of the EU on the date of the Indenture and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Subsidiary Guarantor under the Notes, its Note Guarantee and the Indenture, as the case may be, and the Notes, its Note Guarantee and the Indenture, as the case may be, will remain in full force and effect as so supplemented;



(b)

immediately before and immediately after giving effect to such transaction on a pro forma basis no Default or Event of Default will have occurred and be continuing; and



(c)

at the time of the transaction, the Subsidiary Guarantor or the Receiving Guarantor Entity, as the case may be, will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an opinion of independent counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, demerger, lease or other transaction and the

98

supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

provided, however, that this paragraph shall not apply to any Subsidiary Guarantor whose Note Guarantee is unconditionally released and discharged in accordance with the provisions described under the caption "—Limitation on Issuance of Guarantees of Indebtedness."

        In the event of any transaction (other than a lease) described in and complying with the conditions listed in the immediately preceding two paragraphs in which any Subsidiary Guarantor is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of such Subsidiary Guarantor and such Subsidiary Guarantor would be discharged from all obligations and covenants under the Indenture, the Notes or its Note Guarantee, as the case may be.

        Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the property or assets of a Person.

Transactions with Affiliates

        The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

(1)

such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm's length basis by the Company or such Restricted Subsidiary with a Person which is not an Affiliate of the Company or such Restricted Subsidiary; and



(2)

the Company delivers to the Trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 10,000,000, a resolution of the board of directors, certified in an Officers' Certificate, resolving that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the board of directors; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 100,000,000, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an appraisal or investment banking firm of international standing.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, and reasonable fees and compensation paid in respect of the Management Services Agreement, all as determined in good faith by the Company's board of directors or senior management;

99

(2)

transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture; and



(3)

Restricted Payments that are not "Permitted Investments" and that are permitted by the provisions of the Indenture described above under the sub-heading "Restricted Payments" under the heading "Certain Covenants" in this section.

Designation of Restricted and Unrestricted Subsidiaries

        The board of directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the sub-heading "Restricted Payments" under the heading "Certain Covenants" in this section or Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The board of directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation would not result in a Default.

        Any designation pursuant to this covenant by the board of directors will be evidenced to the Trustee by the filing with the Trustee of a certified copy of the resolution of the board of directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transactions; provided that the Company may enter into a Sale and Leaseback Transaction if:

(1)

the Company could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption "Incurrence of Additional Indebtedness and Issuance of Disqualified Share Capital" and (b) incurred a Lien to secure such Indebtedness (without securing the Notes) pursuant to the covenant described above under the heading "Liens" in this section;



(2)

the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the board of directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of such Sale and Leaseback Transaction; and



(3)

the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the heading "Asset Sales" in this section.

Limitation on Sales and Issuances of Equity Interests in Restricted Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests (other than Share Capital constituting

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directors' qualifying shares) in any Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor, provided that any such Equity Interest is pledged to the Security Trustee pursuant to an effective and perfected security interest at the time of such transfer, conveyance, sale, lease or other transaction), unless:

(1)

such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Restricted Subsidiary; and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the heading "Asset Sales" in this section,



(2)

immediately after giving effect to such transfer, conveyance, sale or other disposition such Restricted Subsidiary would no longer constitute a Subsidiary or is designated as an Unrestricted Subsidiary, the Net Proceeds from such transfer, conveyance, sale or other disposition are applied in accordance with the covenant described above under the heading "Asset Sales" in this section, and any remaining Investment in such Person would have been permitted to be made under the covenant described above under the sub-heading "Restricted Payments" under the heading "Certain Covenants" in this section if made on the date of such transfer, conveyance, sale or other disposition, or



(3)

a sale of the type described in the proviso to the definition of "Sale and Leaseback Transaction" under the heading "Certain Definitions" in this section.

        In addition, the Company will not permit any Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of its Share Capital constituting directors' qualifying shares) to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor) to own any Preferred Shares of any Restricted Subsidiary of the Company.

Limitations on Issuances of Guarantees of Indebtedness; Release of Guarantees

        The Company will not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of all of the Company's obligations under the Notes and the Indenture on terms substantially similar to the Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Note Guarantee until payment in full of the outstanding principal amount of the Notes, together with any premium, accrued and unpaid interest, Additional Amounts and Special Interest, then due and owing; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

        In the event that any Restricted Subsidiary delivers a supplemental indenture providing for a Note Guarantee in accordance with this covenant, for so long as the Notes are listed on the

101

Luxembourg Stock Exchange and the rule of such Stock Exchange shall so require, such Stock Exchange will be notified, notice will be published in a newspaper having general circulation in Luxembourg (which is expected to be the Tageblatt) and a supplemental listing prospectus meeting the requirements of such Stock Exchange will be filed with such Stock Exchange.

        Neither the Company nor any Restricted Subsidiary shall create or acquire any Subsidiary unless such Subsidiary:

(1)

such Subsidiary simultaneously executes and delivers a supplemental indenture to each Indenture providing for a Guarantee of all of the Company's obligations under the Notes and such Indenture;



(2)

such Subsidiary executes one or more Security Documents granting to the Security Trustee, for the benefit of the Trustee and the Banks (if any), a first priority security interest in substantially all the assets of such Subsidiary;



(3)

such Subsidiary takes all requisite steps under applicable law and undertake other customary procedures in connection with the granting and perfection (if relevant) of such security interests;



(4)

such Subsidiary delivers to the Security Trustee and the Trustee an opinion of counsel and officers' certificates (accompanied by resolutions and constituent documents of such Subsidiary) with respect to corporate and collateral matters in connection with its Note Guarantee and Security Documents, in form and substance reasonable satisfactory to the Security Trustee and the Trustee; and



(5)

the Company or such Restricted Subsidiary pledges all the shares in such created or acquired Subsidiary to the Security Trustee pursuant to a valid and effective security interest.

        Notwithstanding the foregoing, a Note Guarantee given by a Guarantor may be released in certain circumstances, including:

•

upon repayment in full of the Notes;



•

upon a legal defeasance or covenant defeasance as described under "—Defeasance;"



•

upon the designation by us of a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with terms of the Indenture;



•

upon the sale of a Subsidiary Guarantor in compliance with the terms of the Indenture (including the covenant described under "—Certain Covenants—Limitation on sales of Assets and Subsidiary Stock") resulting in such Subsidiary Guarantor no longer being a Restricted Subsidiary, so long as (1) such Subsidiary Guarantor is simultaneously released from its obligations in respect of any of our other Indebtedness or any indebtedness of any other Restricted Subsidiary and (2) the proceeds from such sale or disposition are used for the purposes permitted or required by the Indenture; or



•

upon release or discharge (other than as a result of the payment thereof), to the extent then existing, of the guarantee or security granted by such Subsidiary Guarantor that resulted in the issuance of the Subsidiary Guarantee pursuant to the covenant described under "—Certain Covenants—Limitations on Issuances of Guarantees of Indebtedness; Release of Guarantees."

        Upon any release of such Note Guarantee as contemplated above, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rule of such Stock Exchange shall so require, such Stock Exchange will be notified, notice will be published in a newspaper having

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general circulation in Luxembourg and a supplemental listing prospectus meeting the requirements of such Stock Exchange will be filed with such Stock Exchange to disclose such release.

Advances to Subsidiaries

        All advances to Restricted Subsidiaries made by the Company after the Issue Date will be evidenced by intercompany notes or loan agreements in favor of the Company. Each intercompany note will be issued and each intercompany loan agreement will be executed by the relevant Restricted Subsidiary of the Company in favor of the Company to evidence advances by the Company and will provide that such advances will be payable upon demand and will bear interest at a rate equal to or greater than the rate then payable on the Notes or the maximum rate permitted by applicable law, if lower.

Limitation on Activities

        The Indenture further provides that neither Holding nor the Company shall engage in any business activity other than, in the case of Holding, acting as a direct holding company of the Company or, in the case of the Company, acting as a direct holding company of its Subsidiaries, including activities being undertaken on the issue date that are ancillary to such role. The Company shall not Incur any material liabilities not directly related to such activities other than the Incurrence of Indebtedness in accordance with the terms of the Indenture. Holding shall not (i) Incur any Indebtedness or (ii) Incur any other material liabilities not directly related to such activities.

        The Company will not, and will not permit any Subsidiary Guarantor to, amend any of the Security Documents in a manner adverse to the interests of the Holders of the Notes.

Payments for Consent

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

        Whether or not the Company is required by the Securities and Exchange Commission (the "Commission"), the Company will provide to the Trustee and the holders of the Notes and to prospective investors, within the time periods specified in the Commission's rules and regulations (unless otherwise noted):

(1)

within 120 days after the end of its then-applicable fiscal year, all annual financial statements that would be required in a filing with the Commission on Form 20-F (including an "Operating and Financial Review and Prospects" section, and with respect to the annual financial statements only, a report thereon by the Company's certified independent auditors);



(2)

within the time period specified in the Commission's rules and regulations, all quarterly financial information that would be required to be contained in a filing with the Commission on Form 10-Q if the Company were required to file that form (including a "Management's Discussion and Analysis of Financial Condition and Results of Operations", except that such information will only be prepared in accordance with generally accepted accounting principles in Sweden); and

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(3)

all current reports that would be required to be filed with the Commission on Form 6-K if the Company were required to furnish that form.

        The Company will file a copy of all of the information and reports required to be made available by it in this paragraph with the Commission for public availability whether or not required by the Commission within the time periods specified above.

        If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations or Operating and Financial Review and Prospects section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

        Whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1), (2) and (3) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

        For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, the above information will also be made available in Luxembourg at the office of the Paying Agent in Luxembourg.

        In addition, the Company will provide to the holders of the Notes and to prospective investors, upon the requests of such holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act. The Company will also make any of the foregoing information available during normal business hours at the offices of the listing agent in Luxembourg if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require.

Events of Default and Remedies

        Each of the following is an Event of Default:

(1)

default for 30 days in the payment when due of interest, or Special Interest, if any, or Additional Amounts, if any, on the Notes;



(2)

default in payment when due of the principal of or premium, if any, on the Notes;



(3)

failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the headings "Change of Control Event," "Asset Sales," "Restricted Payments," "Incurrence of Indebtedness and Issuance of Disqualified Share Capital," "Sale and Leaseback Transactions," "Merger, Consolidation or Sale of Assets;" "Limitation on Liens", "Limitation on Activities" and "Limitation on Sales and Issuances of Equity Interests in Restricted Subsidiaries" in this section;



(4)

failure by the Company or any of its Restricted Subsidiaries for 30 days after notice from the Trustee or Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of the other covenants or agreements in the Indenture;



(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed

104

by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a)

is caused by a failure to pay principal of or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates SEK 40,000,000 or more;

(6)

failure by the Company or any of its Restricted Subsidiaries to pay judgments aggregating in excess of SEK 40,000,000, which judgments are not paid, discharged or stayed for a period of 60 days;



(7)

any Note Guarantee shall cease to be in full force and effect for any reason (other than the release of a Note Guarantee in accordance with its terms and the other terms of the Indenture or the satisfaction in full of all obligations thereunder) or shall be declared invalid or unenforceable, or any Guarantor shall repudiate, deny or disaffirm any of its material obligations thereunder;



(8)

any Guarantor Intercompany Loan shall cease to be in full force and effect for any reason (other than the repayment in full thereof) or shall be declared invalid or unenforceable, or Swebus AB or Swebus Busco AB shall repudiate, deny or disaffirm any of their respective material obligations thereunder;



(9)

any default by the Company, any Guarantor or any subsidiary of any Guarantor in the performance of its obligations under the Security Documents (after the lapse of any applicable grace periods and the giving of any required notice) which materially adversely affects the enforceability, validity, perfection or priority of the Trustee's first priority Lien on the Collateral or which adversely affects the condition or value of the Collateral, in either case taken as a whole, in any material respect, disaffirmation by the Company, any Guarantor or any subsidiary of any Guarantor of its obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Company, any Guarantor or any subsidiary of any Guarantor as to a material portion of the Collateral for any reason;



(10)

any default by Swebus AB or Swebus Busco AB under the Swebus Intercompany Loan or the Busco Intercompany Loan, respectively; and



(11)

certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries or any Parent Company as set forth in the Indenture.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Parent Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

105

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.

        The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal or premium, if any, of, the Notes.

        In the case of any Event of Default occurring by reason of any wilful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of the obligations of the Company and the Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance") except for:

(1)

the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, interest, Special Interest, if any, and Additional Amounts, if any, on the Notes when such payments are due from the trust referred to below;



(2)

the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trust, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes. In addition, in the event Covenant Defeasance occurs, any Liens securing the Notes and any Note Guarantees also will be released.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Company must irrevocably deposit with the Trustee, in trust for the benefit of the Holders of the Notes, cash in euros, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest, Special Interest, if any, and Additional Amounts, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the

106

case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, the Company will have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service and the Skattenyudigheten (the Swedish Tax Authority) a ruling or (b) since the Issue Date, there has been a change in the applicable income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for US federal or Swedish income tax purposes, respectively, as a result of such Legal Defeasance and will be subject to US federal or Swedish income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Company will have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for US federal or Swedish income tax purposes as a result of such Covenant Defeasance and will be subject to US federal or Swedish income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default will have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (b) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending three months after the date of deposit;



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;



(6)

the Company must have delivered to the Trustee an opinion of counsel to the effect that after three months following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;



(7)

the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;



(8)

the Company must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and



(9)

the Company must deliver to the Trustee such other documents or other information as it may reasonably require in connection herewith.

Satisfaction and Discharge

        Upon the request of the Company, the Indenture will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of the Indenture when (a) either (i) all the Notes therefore

107

authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes that have been subject to defeasance under the provisions set forth under the heading "Legal Defeasance or Covenant Defeasance") have been delivered to the Principal Paying Agent for cancellation or (ii) all Notes not theretofore delivered to the Trustee (or the Principal Paying Agent, on its behalf) for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee (or the Principal Paying Agent, on its behalf) funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, of) and interest, Special Interest, if any, and Additional Amounts, if any, on the Notes to the date of such deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (b) the Company has paid or caused to be paid all sums payable under the Indenture by the Company and the Guarantors; and (c) the Company has delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, the Notes or any Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture, the Notes or any Note Guarantee may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1)

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the heading "Repurchase at the Option of Holders" in this section);



(3)

reduce the rate of or change the time for payment of interest, or Special Interest, if any, on any Note;



(4)

waive a Default or Event of Default in the payment of principal of or premium, if any, or interest, Special Interest, if any, or Additional Amounts, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any Note payable in a currency other than that stated in the Notes;



(6)

amend, change or modify the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest, Special Interest, if any, and Additional Amounts, if any, on the Notes, or to bring suit to enforce such payments;

108

(7)

waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the heading "Repurchase at the Option of Holders") in this section; or



(8)

release any Guarantor from any of its obligations under any Note Guarantee, except in accordance with the terms of the Indenture;



(9)

amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Excess Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto;



(10)

amend, change or modify any provision of any Security Document, or any provision of the Indenture relating to the Collateral, in a manner that materially adversely affects the interests of the Holders of the Notes, except in accordance with the other provisions of the Indenture;



(11)

amend, change or modify any provision of the Indenture or the related definitions affecting the ranking of the Notes or the Note Guarantees in a manner which adversely affects the Holders; or



(12)

amend, change or modify the provisions described under the heading "Payment of Additional Amounts; Redemption for Taxation Reasons" in this section; or make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any Holder of Notes, the Company and the Trustee may agree, amend or supplement the Indenture or the Notes:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated Notes in addition to or in place of Certificated Notes;



(3)

to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets;



(4)

to add any Guarantor or to secure the Notes;



(5)

to make any change that would provide any additional rights or benefits to the Holders of Notes;



(6)

to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or



(7)

to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date hereof.

Enforcement

        The Trustee may at any time, at its discretion and without notice, pursue any available remedy by proceeding at law or in equity against the Company as it may think fit to enforce the provisions of the Indenture, the Notes and the Note Guarantees, including to collect payment of principal of or interest, if any, Special Interest, if any, and Additional Amounts, if any, on the Notes, but the Trustee will not be bound to take any such proceedings or any other action in relation to the Indenture. the Notes or the Note Guarantees unless (a) it will have been so directed by Holders holding a majority in principal amount of the Notes then outstanding and (b) it will have been indemnified to its satisfaction prior to so acting.

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        No Holder will be entitled to proceed directly against the Company unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure will be continuing.

Notices

        All notices to the Holders will be valid if published in a leading English language daily newspaper published in New York City and in London or such other English language daily newspaper with general circulation in Europe or the United States, as the case may be, as the Trustee may approve and, so long as the Notes are listed on the Luxembourg Stock Exchange, in one daily newspaper published in Luxembourg approved by the Trustee. Any notice will be deemed to have been given on the date of publication or, if so published more than once or on different dates, on the date of the first publication. It is expected that publication will normally be made in The Wall Street Journal (New York Edition), the Financial Times (London Edition) and, so long as the Notes are listed on the Luxembourg Stock Exchange, the Tageblatt. If publication as provided above is not practicable, notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee may approve.

Meetings of Noteholders, Modification, Waiver and Authorization

        The Indenture contains provisions for convening meetings of the Holders to consider any matter affecting their interests. The quorum at any meeting will be one or more persons present holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them.

        In connection with the exercise by it of any of its trusts, powers or discretions (including, without limitation, any modification, waiver, authorization or substitution), the Trustee will have regard to the interests of the Holders as a class and, in particular but without limitation, will not have regard to the consequences of the exercise of its trusts, powers or discretions for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with or subject to the jurisdiction of, any particular territory. The Trustee will not be entitled to require, and no Holder will be entitled to claim, from the Company or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Holders except to the extent already provided for under the provisions relating to taxation and/or any undertaking given in addition thereto, or in substitution therefor, pursuant to the Indenture.

        Any modification, waiver or authorization will be binding on the Holders and, unless the Trustee agrees otherwise, any modification will be notified by the Company to the Holders as soon as practicable thereafter in accordance with these terms and conditions.

Governing Law

        The Indenture (including the Note Guarantees set forth therein) and the Notes will be governed by and construed in accordance with the laws of the State of New York. The Security Documents will be governed by the laws of the relevant jurisdictions of organization of the various Guarantors or the location or governing law of the Collateral or otherwise, as required under applicable law.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions;

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however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default will occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of that person's own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have first offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

        The Indenture contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction.

        The Trustee may resign at any time, and the Company may remove the Trustee in certain circumstances, in each case subject to notice and other provisions contained in the Indenture. No resignation or removal of the Trustee, and no appointment of a successor Trustee, will become effective until the acceptance of appointment by the successor Trustee. The Company will give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided for notices in the Indenture.

        If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of Trustee, the Company will appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee is appointed by Holders of a majority in principal amount of the outstanding Notes (and upon satisfaction of certain notice provisions contained in the Indenture), the successor Trustee so appointed will, immediately upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee has been so appointed by the Company or the Holders and accepted appointment, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

        Every successor Trustee appointed will execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee will become effective and such successor Trustee will become vested with all the rights, powers, trusts and duties of the retiring Trustee. Notwithstanding the foregoing, on request of the Company or the successor Trustee, such retiring Trustee will, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and will duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee. Upon request of any such successor Trustee, the Company will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

Certain Definitions

        Certain defined terms used in the Indenture are set out below. You should refer to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

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        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and



(2)

Indebtedness assumed, or secured by a Lien encumbering any asset acquired, by such specified Person.

        "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" will have correlative meanings.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory (other than buses) in the ordinary course of business consistent with past practices; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the sub-heading "Change of Control Event" under the heading "Repurchase at the Option of Holders" in this section and/or the provisions described above under the sub-heading "Merger, Consolidation or Sale of Assets" under the heading "Certain Covenants" in this section and not by the provisions of the Asset Sale covenant; and



(2)

the issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

        Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1)

any single transaction or series of related transactions (other than sales of buses) that (a) involves assets having a fair market value of less than SEK 8,000,000 or (b) results in net proceeds to the Company and its Restricted Subsidiaries of less than SEK 8,000,000, and in each case which when aggregated with the Net Proceeds of all other such disposals does not exceed SEK 25,000,000;



(2)

a transfer of assets between or among the Company and its Wholly Owned Restricted Subsidiaries that are Subsidiary Guarantors, provided that Swebus AB and Swebus Busco AB shall not transfer any assets other than to the Company;



(3)

an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary of the Company; and



(4)

sales of property or equipment that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company and its Restricted Subsidiaries (including, without limitation, buses that the Company has determined in good faith will not meet applicable public transportation authority requirements, which, if met, would permit such buses to be a part of the fleet utilized in local public transportation contracts provided that any dispositions made pursuant to this parenthetical are made for fair market value (as determined in good faith by the Company's board of directors or the chief financial officer of the Company, and provided

112

further that clause (3) of the first paragraph of the covenant "—Asset Sales" is complied with)).

        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transactions including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Cash Equivalents" means:

(1)

Swedish Kronor, euro and US dollars;



(2)

debt securities issued or directly and fully guaranteed or insured by the government of Sweden, the United States or the United Kingdom or any agency or instrumentality thereof (provided that the full faith and credit of Sweden, the United States or the United Kingdom, respectively, is pledged in support thereof) having maturities of not more than six months from the date of acquisition;



(3)

certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, having a rating of at least P1 from Moody's and A-1 from Standard & Poor's;



(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution authorized to operate in Sweden under Swedish banking laws whose long term unsecured, unsubordinated debt rating is at least Aa3 by Moody's or AA- by Standard & Poor's;



(5)

commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Corporation and in each case maturing within six months after the date of acquisition; and



(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

        "Change of Control" means the occurrence of any of the following:

(1)

the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder;



(2)

the approval by the holders of Share Capital of any Parent Company or the Company of any plan or proposal for the liquidation or dissolution of such Parent Company or the

113

Company, as applicable (whether or not otherwise in compliance with the provisions of the Indenture);

(3)

before the Public Equity Offering, the Permitted Holders will hold less than 51% of the aggregate ordinary voting power represented by the issued and outstanding Share Capital of any Parent Company or the Company;



(4)

after the Public Equity Offering, any Person or group (other than the Permitted Holders) will become the Beneficial Owner, directly or indirectly, of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Share Capital of any Parent Company or the Company and the ownership of such Person or group will exceed that of the Permitted Holders collectively;



(5)

the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors of the Company or the first day on which a majority of the members of the board of directors of any Parent Company are not Continuing Directors of such Parent Company; or



(6)

the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Shares of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Shares of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Shares (other than Disqualified Share Capital) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Shares of such surviving or transferee Person immediately after giving effect to such issuance.

        "Collateral" means all collateral securing, or purported to be securing, directly or indirectly, the Notes or the Note Guarantees pursuant to the Security Documents.

        "Company Request" means a written request signed in the name of the Company by its Chief Executive Officer, its Managing Director or a Director, and by its Director of Finance, its Company Secretary or an Assistant Company Secretary, or any equivalent thereof, and delivered to the Trustee.

        "Consolidated Cashflow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1)

plus an amount equal to any non-recurring loss plus any net loss realized in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income, and minus an amount equal to any extraordinary gain and minus any net gain realized in connection with an Asset Sale, to the extent such gains were included in computing such Consolidated Net Income;



(2)

plus charges classified and reflected as non-recurring on the Issue Date and for any other such period, in each case, on the Company's consolidated financial statements prepared in accordance with GAAP;



(3)

plus provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period (other than income or profits taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;

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(4)

plus consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income;



(5)

plus depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;



(6)

minus non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business;

        in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its shareholders.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)

the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Subsidiary thereof;



(2)

the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;



(3)

the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;



(4)

the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;



(5)

the cumulative effect of a change in accounting principles will be excluded;

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(6)

any restoration to income of any contingency reserve of an extraordinary, non-recurring or unusual nature will be excluded, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued in any period for which Consolidated Net Income is required to be calculated for purposes of the Indenture; and



(7)

for purposes of the "Restricted Payments" covenant, in the case of a successor to the specified Person by consolidation or merger or as a transferee of the specified Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded.

        "Consolidated Net Worth" means, with respect to any Person as of any date, the sum of:

(1)

the consolidated equity of the common shareholders of such Person and its consolidated Subsidiaries as of such date; plus



(2)

the respective amounts reported on such Person's balance sheet as of such date with respect to any series of Preference Shares (other than Disqualified Share Capital) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such Preference Shares.

        "Continuing Directors" means, with respect to a company, as of any date of determination, any member of the board of directors of such company who:

(1)

was a member of such board of directors on the Issue Date; or



(2)

was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Disposed" means, in respect of an entity, the sale or disposal of such entity (whether by merger, consolidation, the sale of its Share Capital or the sale of all or substantially all of its assets (other than by way of lease)), or the sale or disposal of any intermediary entity through which the Company indirectly owns such entity, to any Person.

        "Disqualified Share Capital" means any Share Capital that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is six months after the date on which the Notes mature. Notwithstanding the preceding sentence, any Share Capital that would constitute Disqualified Share Capital solely because the holders thereof have the right to require the Company to repurchase such Share Capital upon the occurrence of a change of control or an asset sale will not constitute Disqualified Share Capital if the terms of such Share Capital provide that the Company may not repurchase or redeem any such Share Capital pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the sub-section "Restricted Payments" under the heading "Certain Covenants" in this section.

        "Equity Interests" means Share Capital and all warrants, options or other rights to purchase or acquire Share Capital (but excluding any debt security that is convertible into, or exchangeable for, Share Capital).

        "Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

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        "Euro", "euro" and "€" mean the single currency introduced at the start of the third stage of economic and monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union.

        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations; plus

(2)

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all payments (whether by way of dividends, distributions or advances, and whether or not in cash), (i) in respect of the Parent Notes, other than interest in respect of the Subordinated Shareholder Loan and (ii) on any series of Preference Shares of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of the Company (other Disqualified Share Capital) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems Preference Shares subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of Preference Shares, as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

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(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and



(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

        "GAAP" means accounting principles and practices which are (i) generally accepted in Sweden as of the Issue Date; and (ii) consistent with the accounting principles applied by the Company, and any variation to such accounting principles and practices which is not material.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Guarantor" means the initial Guarantors named herein and any Subsidiary which is a guarantor of the Notes, including any Person that is required after the date of the Indenture to execute a guarantee of the Notes pursuant to the "Limitation on Issuance of Guarantees of Indebtedness" covenant until a guarantor is released in accordance with the terms of the Indenture or until a successor replaces such party pursuant to the applicable provisions of the Indenture (and, in the case of such a replacement, shall mean such successor), in each case to the extent the Note Guarantee issued by such Guarantor is a valid and subsisting Guarantee.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1)

any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount interest rate swap, cap, floors, and collar agreements; and



(2)

any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in currency values.

        "Holding" means Concordia Bus Nordic Holding AB.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)

in respect of borrowed money;



(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit or bank guarantees (or reimbursement agreements in respect thereof);



(3)

in respect of banker's acceptances;



(4)

representing Capital Lease Obligations or Attributable Indebtedness with respect to Sale and Leaseback transactions;



(5)

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

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(6)

representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of any other Person secured by a Lien on any asset or property of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person.

        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value thereof, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        For the avoidance of doubt, Indebtedness will not include amounts owed under operating leases that would not be Attributable Debt.

        "Indirect Parent" means Concordia Bus AB (publ).

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the sub-heading "Restricted Payments" under the heading "Certain Covenants" in this section.

        "Issue Date" means January 22, 2004, the date of original issuance of Notes initially issued under the Indenture.

        "Joint Venture" means, with respect to any Person, any corporation, association, partnership or other business entity of which 50% of the total Voting Shares thereof is owned or controlled, directly or indirectly, by such Person or one or more Wholly Owned Restricted Subsidiaries of such Person (or a combination thereof).

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, assignment or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any option or other agreement to sell or give a security interest.

        "Management Services Agreement" means that Agreement dated as of January 14, 2000 among Concordia Bus BV, Concordia Bus Management AS and SBC.

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        "Net Income" means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred share dividends, excluding, however:

(1)

any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and



(2)

any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale paid in cash, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness, secured by a Lien on the asset or assets that were the subject of such Asset Sale.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;



(2)

no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and



(3)

as to which the lenders have been notified in writing that they will not have any recourse to the shares or assets of the Company or any of its Restricted Subsidiaries.

        "Note Guarantee" means a guarantee in favor of the Notes given by a Guarantor.

        "Obligations" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Parent Companies" means Concordia Bus BV, Concordia Bus Holding AB (formerly known as CB Bus Nordic AB), Concordia Bus AB and Holding.

        "Parent Notes" means the 11% Senior Subordinated Notes due February 15, 2010, issued by Concordia Bus AB.

        "Permitted Business" means the business of providing public transportation services in the Nordic Region and Europe (including the Baltic States) and businesses ancillary or reasonably related thereto.

        "Permitted Holders" means, individually and collectively, (a) Goldman Sachs International and its Affiliates and (b) SG and its Affiliates.

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        "Permitted Investments" means:

(1)

any Investment in the Company by any Restricted Subsidiary of the Company, provided that any Indebtedness evidencing such Investment is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and the Indenture;



(2)

any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if (a) such Person is or, as a result of such Investment becomes, a Qualifying Restricted Subsidiary of the Company; or (b) as a result of such Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the Company;



(3)

any Investment made as a result of the receipt of non-Cash Equivalent consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the sub-heading "Asset Sales" under the heading "Repurchase at the Option of Holders" in this section;



(4)

any Investment in Cash Equivalents;



(5)

Investments in securities of trade creditors or customers received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy of insolvency of such trade creditors of customers;



(6)

loans and advances to directors, officers and employees of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of an aggregate SEK 3 million at any one time outstanding;



(7)

Hedging Obligations entered into in the ordinary course of business and not for speculative purposes;



(8)

investments in prepaid expenses, negotiable instruments held for collection, and lease, utility and workers' compensation, performance and other similar deposits;



(9)

any prepayments on operating leases;



(10)

any Permitted Joint Venture Investment, provided that the consideration paid or payable for such Investment, when aggregated with the consideration paid or payable (measured on the date each such Investment was made and without giving effect to subsequent changes in value) for all other Investments comprising Permitted Joint Venture Investments made pursuant to this clause (10) does not exceed the amount, calculated at the time such Investment is made, equal to (a) 25.0% of the Consolidated Cash Flow of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Investment, if such Consolidated Cash Flow for such period is a positive amount, plus (b) 100% of the aggregate of (i) the net cash proceeds and (ii) the fair market value of Strategic Assets transferred or conveyed to the Company (as valued at the time of transfer or conveyance to the Company, and as determined in good faith by the board of directors of the Company and evidenced by a resolution of such Board), in each case received by the Company at the time of or concurrently with such Investment as a contribution to the Company's common equity capital, provided that the amount of such net cash proceeds and the fair market value of such Strategic Assets will be excluded from clause 4(c)(ii) of the first paragraph of the covenant described above under the sub-heading "Restricted Payment" under the heading "Certain Covenants" in this section;

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(11)

any Permitted Minority Investment, provided that the consideration paid or payable for such Investment, when aggregated with the consideration paid or payable (measured on the date each such Investment was made and without giving effect to subsequent changes in value) for all other Investments comprising Permitted Minority Investments made pursuant to this clause (11) does not exceed the amount, calculated at the time such Investment is made, equal to (a) 7.5% of the Consolidated Cash Flow of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Investment, if such Consolidated Cash Flow for such period is a positive amount, plus (b) 100% of the aggregate of (i) the net cash proceeds and (ii) the fair market value of Strategic Assets transferred or conveyed to the Company (as valued at the time of transfer or conveyance to the Company, and as determined in good faith by the board of directors of the Company and evidenced by a resolution of such Board), in each case received by the Company at the time of or concurrently with such Investment as a contribution to the Company's common equity capital, provided that the amount of such net cash proceeds and the fair market value of such Strategic Assets will be excluded from clause 4(c)(ii) of the first paragraph of the covenant described above under the sub-heading "Restricted Payment" under the heading "Certain Covenants" in this section; and



(12)

any other Investment in any Person having a fair market value (measured on the date such Investment was made and without giving effect to subsequent changes in value) not to exceed the sum of (i) SEK 10,000,000 minus (ii) aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) of all other Investments made pursuant to this clause (12) since the Issue Date plus (iii) to the extent that any such Investment made pursuant to this clause (12) is sold for Cash Equivalents or otherwise liquidated or repaid for Cash Equivalents, the lesser of (A) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (B) the initial amount of such other Investment.

        "Permitted Joint Venture Investment" means the Investment by the Company or one or more Wholly Owned Restricted Subsidiaries of the Company in a Joint Venture; provided that, in any such case, such Joint Venture shall be engaged primarily in a Permitted Business.

        "Permitted Liens" means:

(1)

Liens to secure Indebtedness incurred under a Revolving Credit Facility permitted by clause (1) of the second paragraph under the heading "Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Share Capital", provided that (a) such Liens consist solely of security interests in accounts receivable (and related assets); (b) the aggregate nominal value of all such accounts receivable is not more than the amount outstanding under the Revolving Credit Facility at the time such Lien is created and (c) such Liens rank pari passu with or are subordinated to the Liens with respect to the Notes;



(2)

Liens to secure the Notes or the Note Guarantees;



(3)

Liens to secure Permitted Refinancing Debt incurred to refinance Indebtedness that was previously so secured; provided that such Liens do not extend to cover any property or assets of the Company or any Restricted Subsidiaries other than that pledged under the Liens securing the Indebtedness being refinanced;



(4)

Liens in favor of the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor;

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(5)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;



(6)

Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;



(7)

Liens to secure the performance of tenders or bids, government contracts or concessions, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature (other than obligations in respect of borrowed money) incurred in the ordinary course of business;



(8)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (3) of the second paragraph of the covenant titled "Incurrence of Indebtedness and Issuance of Disqualified Share Capital" covering only the assets acquired with such Indebtedness;



(9)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as will be required in conformity with GAAP will have been made therefor;



(10)

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;



(11)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith;



(12)

Liens arising out of or related to judgments not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;



(13)

easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;



(14)

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(15)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;



(16)

Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; and

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(17)

Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed SEK 150,000,000 at any one time outstanding less the amount of any Indebtedness secured by Liens granted pursuant to clause (1) of this definition.

        "Permitted Minority Investment" means the Investment by the Company or by a Wholly Owned Restricted Subsidiary of the Company in any corporation, association, partnership or other business entity of which less than 50% of the total Voting Shares thereof will, upon consummation of such acquisition or other Investment, be owned or controlled by the Company or one or more of the Wholly Owned Restricted Subsidiaries of the Company (or a combination thereof), but over which the Company or one or more Wholly Owned Restricted Subsidiaries of the Company (or a combination thereof) maintains the power to influence or participate in the management thereof by virtue of representation on such corporation's, association's, partnership's or other business entity's board of directors (or persons performing similar functions) through a contractual relationship with such entity or with the holders of such entity's Voting Shares; provided that, in any such case, such corporation, association, partnership or other business entity shall be engaged primarily in a Permitted Business.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company (other than intercompany Indebtedness owed to any of the Company's Subsidiaries); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);



(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and



(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced renewed, replaced, defeased or refunded.

        "Person" means an individual, partnership, company, limited partnership, corporation, limited liability company, joint stock company, joint venture association, trust, business trust, unincorporated organization, or a government or agency or political subdivision thereof.

        "Preferred Shares" of any Person means any Share Capital of such Person that has any rights which are preferential to the rights of any other Share Capital of such Person with respect to dividends or redemptions or upon liquidation.

        "Public Equity Offering" means any underwritten public offering of Share Capital (other than Disqualified Share Capital) of the Company, Holdings, Concordia Bus AB or Concordia Bus BV in which (a) the gross proceeds to the Company, Holdings, Concordia Bus AB or Concordia Bus BV, respectively, are at least €50 million and (b) with respect to an offering other than by the Company, the proceeds of which are contributed to the Company, directly or indirectly, in the form of a

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subscription for, or capital contribution in respect of Share Capital in the Company that is not Redeemable Share Capital.

        "Qualifying Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person eighty five percent (85%) or more of the outstanding Share Capital or other ownership interests of which (other than directors' qualifying shares) is at the time owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

        "Redeemable Share Capital" means any Share Capital that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or the passage of time would be, required to be redeemed prior to the final stated maturity of the principal of the Notes or is redeemable at the option of the holder thereof at any time prior to such final stated maturity (other than upon a change of control of the Company in circumstances where holders of the Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final stated maturity at the option of the holder thereof.

        "Residual Value Guarantee" means a commitment by a bus manufacturer or finance company (or an affiliated entity) to repurchase buses from, or on behalf of, a bus operator according to a Specified Residual Value.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Revolving Credit Facilities" means with respect to the Company, one or more debt facilities or commercial paper facilities with banks, insurance companies or other institutional lenders providing for revolving credit loans, receivables financing (including through the sale or factoring of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables), letters of credit or other forms of guarantees and assurances or other credit facilities, including overdrafts, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, provided, however, that "Revolving Credit Facilities" will not mean any Indebtedness that expressly provides that it is subordinated in right of payment to any other Indebtedness.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

        "SBC" means Ingeniør M.O. Schøyens Bilcentraler AS, a Norwegian company.

        "Securities Act" means the United States Securities Act of 1933, as amended.

        "Security Documents" means, collectively, all security agreements, pledges and other agreements or instruments (including the Security Trust Agreement) evidencing or creating any security in favor of the Security Trustee, the Trustee and/or any Holders of the Notes in any or all of the Collateral.

        "Security Trust Agreement" means the security trust agreement, dated January 22, 2004, among the Company, the Guarantors, the Trustee and the Security Trustee.

        "Security Trustee" means Deutsche Trustee Company Limited, or its successor appointed from time to time.

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        "SEK" and "Swedish Kronor" mean the lawful currency for the time being of Sweden.

        "SG" means Schøyen Gruppen AS.

        "Share Capital" means:

(1)

in the case of a corporation, corporate stock and shares;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and shares;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated by the United States Securities and Exchange Commission, as such Regulation is in effect on the date hereof.

        "Specified Residual Value" means the guaranteed value of a bus according to a schedule in the Residual Value Guarantee that identifies fixed prices for value of buses based on bus age and condition at future specified dates. This value is correlated to expected used-bus resale values.

        "Special Interest" has the meaning specified in the Registration Rights Agreement.

        "Stated Maturity" means, with respect to any instalment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Strategic Assets" means (i) Share Capital of a Person which is engaged primarily in a Permitted Business and (ii) property, plant, equipment, buses and other assets, real or personal, tangible or intangible, the use of which is necessary or useful in the conduct of the business and operations of the Company and its Subsidiaries at the time the same are transferred or conveyed to the Company.

        "Strategic Investment" means the acquisition of, or other Investment in, another Person by the Company or a Wholly Owned Restricted Subsidiary of the Company, provided that, in any such case, such other Person shall be engaged primarily in a Permitted Business.

        "Subordinated Shareholder Loan" means the SEK 501.3 million loan from Concordia Bus Holding AB to the Company, made in February 28, 2002, as amended and restated as of the Issue Date.

        "Subsidiary" means, with respect to any Person:

(1)

any corporation, association or other business entity of which more than 50% of the total Voting Shares thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

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        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the board of directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;



(2)

is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;



(3)

is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;



(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries; and



(5)

has at least one director on its board of directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.

        Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the sub-heading "Restricted Payments" under the heading "Certain Covenants" in this section. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the sub-heading "Incurrence of Indebtedness and Issuance of Disqualified Share Capital," under the heading "Certain Covenants" in this section the Company will be in default of such covenant. The board of directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the first paragraph of the covenant described under the sub-heading "Incurrence of Indebtedness and Issuance of Disqualified Share Capital" under the heading "Certain Covenants" in this section calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

        As of the date of the indenture, Concordia has designated Arlanda Buss AB, Billingens Trafik AB, Enköping-Bålsta Trafik AB, Gävle Trafik AB, Hälsinge Wasatrafik AB, AB Härnösandsbuss, Karlstadsbuss AB, AB Kristinehamns Omnibusstrafik, Saltsjöbuss AB, Swebus Service AB, Swebus Västerås AB, Tumlare Buss AB, Wasabuss AB, Wasatrafik AB and AS Concordia Bus Baltic Holding as Unrestricted Subsidiaries.

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        "Voting Shares" of any Person as of any date means the Share Capital of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the board of directors (or persons performing similar functions) of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Share Capital at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining instalment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then principal amount or liquidation preference of such Indebtedness or Disqualified Share Capital.

        "Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Share Capital or other ownership interests of which (other than directors' qualifying shares) will at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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THE EXCHANGE OFFER

Purpose and Effect

        We sold the Old Notes on January 16, 2004 in a private placement. In connection with that placement, we executed an Exchange and Registration Rights Agreement, which requires that we file a registration statement under the Securities Act with respect to the Exchange Notes and, upon the effectiveness of that registration statement, offer to the holders of Old Notes the opportunity to exchange their Old Notes for a like principal amount of Exchange Notes. These Exchange Notes will be issued without a restrictive legend and may be reoffered and resold by holders that are not our affiliates without registration under the Securities Act. Upon the completion of the exchange offer, our obligations with respect to the registration of the Old Notes and the Exchange Notes will terminate. A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Following the completion of the exchange offer holders of Old Notes not tendered will not have any further registration rights and those Old Notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for the Old Notes could be adversely affected upon completion of the exchange offer.

How to Determine Whether You Are Eligible to Participate in the Exchange Offer

        In order to participate in the exchange offer, you must represent to us, among other things, that:

•

the Exchange Notes acquired by you under the terms of the exchange offer are being obtained in the ordinary course of your business or the business of the person receiving the Exchange Notes, whether or not this person is the holder of the Old Notes;



•

neither you nor any person who receives the Notes from you is engaging in or intends to engage in a distribution of Exchange Notes;



•

neither you nor any person who receives the Notes from you has an arrangement or understanding with any person to participate in the distribution of the Exchange Notes;



•

neither you nor any person who receives the Notes from you is our affiliate; and



•

if you are a broker-dealer, that you acquired the Old Notes as a result of market-making or other trading activities and that you will deliver a copy of this prospectus in connection with any resale of Exchange Notes.

        We are not making the exchange offer to, nor will we accept surrenders for exchange from, holders of outstanding Old Notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities laws of that jurisdiction.

        Based on an interpretation by the staff of the Securities and Exchange Commission set forth in interpretive letters issued to third parties, we believe that, with the exceptions set forth below, Exchange Notes issued under the terms of the exchange offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by you, whether or not you are the holder (other than our affiliates) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

the Exchange Notes are acquired in the ordinary course of your business; and



•

neither you nor any person who receives the Notes from you has an arrangement or understanding with any person to participate in the distribution of the Exchange Notes.

        If you tender your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes you cannot rely on this interpretation by the staff of the

129

Securities Exchange Commission and must comply with the registration and prospectus delivery requirements of the Securities Act when reselling the Exchange Notes. If you are a broker-dealer and receive Exchange Notes for your own account in exchange for Old Notes, where you held Old Notes as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the Exchange Notes. You should read "Plan of Distribution".

        The Exchange and Registration Rights Agreement requires us to file a registration statement for a continuous offering according to Rule 415 under the Securities Act in respect of the Old Notes if existing interpretations by the staff of the Securities and Exchange Commission are changed so that the Exchange Notes received by you in the exchange offer are not, or would not be, upon receipt, transferable by you (other than you or one of your affiliates) without restriction under the Securities Act.

        Following the completion of the exchange offer, if you do not tender your Old Notes you will not have any further registration rights and those Old Notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for your Old Notes could be adversely affected upon completion of the exchange offer if you do not participate in the exchange offer.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all Old Notes validly tendered and not withdrawn prior to 5:00 p.m., Central European Time, on                          , 2004. We will issue €1,000 principal amounts of Exchange Notes in exchange for each €1,000 principal amount of outstanding Old Notes, respectively, under the terms of the exchange offer.

        The form and terms of the Exchange Notes are identical to the form and terms of the Old Notes except that the Exchange Notes have been registered under the Securities Act and will not bear legends restricting their transfer. The Exchange Notes will evidence the same debt as the Old Notes and will be issued under the terms of, and entitled to the benefits of, the same Indenture under which the Old Notes were issued.

        As of the date of this prospectus, Old Notes representing €130,000,000 aggregate principal amount at maturity were outstanding. This prospectus, together with the letter of transmittal, is being sent to participants in Euroclear and Clearstream that hold book-entry interests in the Old Notes for distribution to holders of beneficial interests in the Old Notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

        We will be deemed to have accepted validly tendered Old Notes, when, as, and if we have given oral or written notice thereof to Deutsche Bank AG London, the exchange agent. Deutsche Bank AG London will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us.

        If you tender Old Notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, except as provided in the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Old Notes under the terms of the exchange offer. We will pay all charges and expenses, other than specified applicable taxes, in connection with the exchange offer. You should read the information under the heading "Fees and Expenses" in this section.

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Conditions

        The exchange offer is not conditioned upon any minimum principal amount of the Old Notes being tendered for exchange. However, the exchange offer is conditional upon the declaration by the Securities and Exchange Commission of the effectiveness of the registration statement of which this prospectus constitutes a part.

Expiration Date; Extension; Amendments

        The term "expiration date" means 5:00 p.m., Central European Time, on                          , 2004 unless we extend the exchange offer, in which case the expiration date will be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify Deutsche Bank AG London and each participant that holds a book-entry interest in an Old Note of any extension prior to 9:00 a.m., Central European Time, on the next business day after the previously scheduled expiration date. We reserve the right to delay accepting any Old Notes or to extend the exchange offer by giving oral or written notice of any delay or extension to Deutsche Bank AG London.

Procedures for Tendering

        In tendering your Old Notes in the exchange offer, you should read this prospectus and the relevant accompanying letter of transmittal and you must comply with the procedures established by Euroclear and/or Clearstream, as the case may be, prior to the expiration date. In addition, Deutsche Bank AG London must receive a timely confirmation of any tender of Old Notes into its account at Euroclear and/or Clearstream according to their procedures prior to the expiration date.

        Any tender by you that is not withdrawn before the expiration date will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        If you are a beneficial owner whose Old Notes are held on your behalf in the name of a broker, dealer, commercial bank, trust company, or other nominee, and you wish to tender, you should contact that holder promptly and instruct it to tender on your behalf.

        All questions as to the validity form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by us, which determination will be final and binding. We reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities, or conditions of tender as to particular Old Notes or amend or modify those conditions. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties.

        Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within the time as we shall determine, in our sole discretion. Although we intend to notify you of defects or irregularities with respect to tenders of Old Notes, neither we, Deutsche Bank AG London, nor any other person shall incur any liability for failure to give this notification. Tenders of Old Notes will not be deemed to have been made until these defects or irregularities have been cured or waived.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any Old Notes that remain outstanding after the expiration date or, as set forth under the heading "Conditions" in this section, to terminate the exchange offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, privately negotiated transactions, or otherwise. The terms of any purchases or offers could differ from the terms of the exchange offer.

131

        In all cases, we will issue Exchange Notes only after Deutsche Bank AG London receives, prior to the expiration date, book-entry confirmation of the tender of the Old Notes into its account at Euroclear and/or Clearstream, in accordance with their procedures. In order to make this book-entry confirmation, you must acknowledge your receipt of the letter of transmittal and agree to be bound by its terms. If we do not accept any tendered Old Notes for any reason or if you submit Old Notes for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged Old Notes will be returned without expense to you, according to the book-entry transfer procedures described below, and will be credited to your account Euroclear and/or Clearstream promptly.

Book-Entry Transfer

        Deutsche Bank AG London will make a request to establish an account with respect to the Old Notes at Euroclear and/or Clearstream for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in Euroclear and/or Clearstream systems may make book-entry delivery of Old Notes being tendered by causing Euroclear and/or Clearstream to transfer these Old Notes into Deutsche Bank AG London's account at Euroclear and/or Clearstream in accordance with their procedures for transfer.

        Participants in Euroclear and/or Clearstream must send an electronic instruction to Euroclear and/or Clearstream, as applicable, in accordance with their procedures established to tender Old Notes, in place of sending a signed, hard copy of the letter of transmittal. The electronic instruction transmitted by Euroclear and/or Clearstream to Deutsche Bank AG London must contain a computer generated message, by which you acknowledge your receipt of the letter of transmittal and agree to be bound by it.

Withdrawal Rights

        You may withdraw your tender at any time prior to 5:00 p.m., London time, on the expiration date.

        For your withdrawal of a tender of Old Notes to be effective this notice of withdrawal must:

•

specify the name of the person having deposited the Old Notes to be withdrawn;



•

identify the Old Notes to be withdrawn including the principal amount of the Old Notes; and



•

specify the account to which any of these Old Notes are to be credited, if different from your own.

        All questions as to the validity, form, and eligibility (including time of receipt) of these notices will be determined by us. Our determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described in this section under the heading "Procedures for Tendering" at any time on or prior to the expiration date.

132

Exchange Agent

        Deutsche Bank AG London has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to Deutsche Bank AG London as follows:

By Registered or Certified Mail or by Hand or Overnight Delivery:	For information by Telephone: 44-20-7545-8000
Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB	By Facsimile Transmission: 44-20-7547-0012 Attention: Corporate Trust and Agency Services
Attention: Corporate Trust and Agency Services

        In addition, copies of this prospectus or of the letter of transmittal may be obtained from our Luxembourg listing agent, Deutsche Bank Luxembourg S.A., 14, Boulevard F.D. Roosevelt, L-2450, Luxembourg, Telephone +352-4212-2643, Facsimile +352-473-136, attention: Coupon Paying Department.

Fees and Expenses

        We will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail. Additional solicitations may be made in person or by telephone by our officers and employees.

        The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and are estimated in the aggregate to be €250,000, which includes fees and expenses of Deutsche Bank AG London, accounting, legal, printing, and related fees and expenses.

Transfer Taxes

        You will not be obligated to pay any transfer taxes in connection with your tender of Old Notes, except that if you instruct us to register Exchange Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than yourself, you will be responsible for the payment of any applicable transfer tax.

133

PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes in the exchange offer for Old Notes held for its own account must acknowledge that it will deliver a prospectus in connection with any resale of those Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities. We have agreed that unitl the close of business on                          , 2004 we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                          , 2004, all dealers affecting transactions in the Exchange Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account under the terms of the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of these methods or resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers or dealers who may receive compensation in the form of commissions or concessions from any of these broker-dealers and/or the purchases of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account under the terms of the exchange offer and any broker or dealer that participates in a distribution of these Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any of these resales of Exchange Notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal that accompanies this prospectus states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Until                          , 2004, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer and will indemnify the holders of the Notes against specified liabilities, including liabilities under the Securities Act.

134

CERTAIN TAX CONSIDERATIONS

        The following discussion summarizes certain Swedish and United States tax consequences of the ownership and disposition of Exchange Notes. This discussion is based on laws currently in force, as interpreted and applied as of the date of this prospectus. Those laws are subject to change after the date of this prospectus, possibly with retroactive effect. This discussion does not purport to describe all of the tax considerations that may be relevant to you in light of your particular circumstances. You are advised to consult with your own tax advisors as to the Swedish and United States tax consequences to you of the purchase, ownership and disposition of Notes, including the effect of any state or local tax laws or the laws of any other country.

Swedish Tax Considerations

        The following is a summary of certain principal Swedish income, wealth, inheritance and gift tax considerations for original purchasers of Notes. The purpose of the summary is to generally outline certain Swedish tax consequences to Non-Swedish Holders (defined below). This summary does not discuss all aspects of Swedish income, wealth, inheritance and gift taxation that may apply to particular investors because of their individual investment circumstances. In addition, this summary does not discuss any foreign tax considerations. As used herein, a "Non-Swedish Holder" is a beneficial owner of an Exchange Note that is:

•

an individual who is not a resident of Sweden and who has no connection to Sweden under Swedish law other than his or her investment in the Notes; or



•

an entity not organized under the laws of Sweden.

        Under Swedish law, payments of any principal or interest to a Non-Swedish Holder will not be subject to Swedish income tax unless the Non-Swedish Holder carries on a trade or business in Sweden where the payments of principal or interest are attributable to a permanent establishment. In addition, neither the Exchange Notes nor any Non-Swedish Holder thereof will be subject to Swedish inheritance or gift tax unless the Non-Swedish Holder:

•

at the time of his or her death or the gift was a citizen of Sweden or was married to a Swedish citizen; and



•

was a resident of Sweden at any time within ten years preceding his or her death, or the time of receipt of the gift, respectively.

        Sweden does not levy any inheritance tax on the estate as such. None of the Exchange Notes nor any Non-Swedish Holder thereof will be subject to Swedish wealth tax.

        Swedish law does not impose withholding tax on payments of principal or interest to a Non-Swedish Holder of any Exchange Note.

        Under Swedish law, capital gains realized on a sale of an Exchange Note by a Non-Swedish Holder will not be subject to Swedish income tax unless the Non-Swedish Holder carries on a trade or business in Sweden where the capital gains are attributable to a permanent establishment.

United States Federal Tax Considerations

        The following discussion is a summary of certain US federal income tax consequences of the purchase, ownership and disposition of Exchange Notes by US Holders (as defined below). This summary is not a complete analysis or description of all potential tax consequences to US Holders and does not address all tax considerations that may be relevant to all categories of potential purchasers (such as banks, financial institutions, insurance companies, dealers in securities or commodities, tax-exempt investors, investors whose functional currency is not the US dollar,

135

investors that hold Notes as part of a "straddle" or "conversion transaction" and other investors subject to special rules).

        You are urged to consult your own tax advisors concerning the US federal, state and local tax consequences, as well as any applicable foreign tax consequences, of the purchase, ownership and disposition of Exchange Notes.

        This summary is based on the Internal Revenue Code of 1986, as amended, judicial decisions, administrative pronouncements, and existing and proposed Treasury regulations, changes or differing interpretations to any of which after the date of this Offering Circular could apply on a retroactive basis and affect the tax consequences described herein.

        As used herein, "US Holder" is a beneficial owner of an Exchange Note that (1) purchased the Old Note for which such Exchange Note was exchanged in the offering at the issue price (as defined below), (2) holds the Exchange Note as a capital asset and (3) is, for US federal income tax purposes:

•

a citizen or resident of the United States,



•

a corporation (or other entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof,



•

an estate the income of which is subject to US federal income taxation regardless of its source, or



•

a trust the administration of which is subject to the primary supervision of a court within the United States and for which one or more US persons have the authority to control all substantial decisions or that has a valid election in effect under applicable US Treasury regulations to be treated as US person.

        In the case of any partnership (or other entity treated as a partnership for US federal income tax purposes), it will be considered a US Holder to the extent that its partners are described above.

        The "issue price" of an Old Note will be the first price to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of the Old Notes were sold for money.

Payments of Interest

        Payments of interest on a Note will be includible in the gross income of a US Holder as ordinary income from foreign sources at the time it is received or accrued, in accordance with the US Holder's method of accounting for US federal income tax purposes, under the following rules:

        In the case of a US Holder that is not required to accrue interest income prior to the receipt thereof (for example, an individual US Holder who uses a cash method of accounting), the amount of interest income in respect of any interest payment will be determined by translating such payment into US dollars at the spot exchange rate in effect on the date such interest payment is received. No exchange gain or loss will be realized with respect to the receipt of such interest payment, other than exchange gain or loss that is attributable to the actual disposition of the euro received.

        In the case of a US Holder that is required to accrue interest income prior to receipt thereof (for example, because the US Holder uses an accrual method of accounting), the amount of any interest income accrued during any accrual period will generally be determined by translating the accruals into US dollars at the average spot exchange rate applicable to the accrual period. Such

136

US Holder will additionally realize exchange gain or loss with respect to any interest income accrued on the date such interest income is received (or on the date the Exchange Note is disposed of) in an amount equal to the difference between (1) the amount determined by converting the amount of the payment received into US dollars at the spot exchange rate in effect on the date such payment is received and (2) the amount of interest income accrued in respect of such payment according to the rule set forth in the prior sentence. Notwithstanding the prior two sentences, a US Holder that is required to accrue interest income prior to receipt thereof may alternatively make an election to apply a "spot accrual convention" that effectively allows the US Holder to translate accrued interest into US dollars at a single spot exchange rate, as set forth in Treasury regulations section 1.988-2(b)(2)(iii)(B). Exchange gain or loss is treated as ordinary income or loss for US federal income purposes.

        We will be required to pay Special Interest on the Exchange Notes if we fail to comply with certain obligations under the Registration Rights Agreement. We believe that the possible payment of Special Interest should not cause the Exchange Notes to be treated as having been issued with original issue discount under applicable Treasury regulations, because, as of the issue date, either the possibility of such payment is "remote" or the amounts that would be paid are "incidental," and should therefore be ignored for this purpose. Accordingly any Special Interest received on the Exchange Notes should be includible in the gross income of a US Holder at the time it is received or accrued, in accordance with the US Holder's method of accounting for US federal income tax purposes, under the above rules. Our determination that the possibility of additional payments is a remote or incidental contingency is binding on a holder, unless the holder discloses in the proper manner to the IRS that it is taking a different position. You should consult your own tax advisor regarding the possibility of payment of Special Interest.

Sale, Exchange, Retirement and Other Disposition of the Notes

        Upon the sale, exchange, retirement or other disposition of an Exchange Note, a US Holder will generally recognize taxable gain or loss equal to the difference between the amount realized (not including any amounts received that are attributable to accrued and unpaid interest, which will be taxable as ordinary interest income, and exchange gain or loss as set forth above) and the US Holder's tax basis in the Note. A US Holder's tax basis in an Exchange Note generally will be its cost in US dollars of the Old Note for which such Exchange Note was exchanged, as determined using the spot rate on the date of aquisition. Gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Exchange Note was held from more than one year at the time of the disposition. Gain or loss recognized by a US Holder generally will be treated as US source income or loss.

        The exchange of Old Notes for Exchange Notes in the Exchange Offer should not constitute a taxable event to US Holders. Consequently, a US Holder should not recognize gain or loss upon receipt of an Exchange Note. The US Holder's holding period in an Exchange Note should include its holding period in the related Old Note, and the US Holder's tax basis in an Exchange Note immediately after the exchange should be the same as its tax basis in the related Old Note immediately before the exchange.

Backup Withholding and Information Reporting

        US backup withholding and information reporting requirements generally will apply to certain payments to certain non-corporate US Holders of Exchange Notes. Information reporting requirements will apply to interest on, and to proceeds from the sale, redemption or other disposition of Exchange Notes paid to a US Holder (other than an "exempt recipient," including a corporation and certain other persons who, when required, demonstrate their exempt status). We will be required to backup withhold a portion (currently at a rate of 28%) of interest on, and the

137

proceeds from the sale, redemption or other disposition of, Exchange Notes paid within the United States to a US Holder (other than an "exempt recipient") if such US Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements.

        Backup withholding is not a separate tax. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder's US federal income tax liability and may entitle the US Holder to a refund, provided that the required information is provided to the US Internal Revenue Service. Prospective purchasers of the Notes should consult their own tax advisors regarding the application of the backup withholding and information reporting requirements.

Disclosure Requirements

        Recently promulgated US Treasury regulations meant to require the reporting of certain tax shelter transactions ("Reportable Transactions)" could be interpreted to cover transactions generally not regarded as tax shelters. Under the regulations, under certain circumstances, certain transactions may be characterised as Reportable Transactions such as, among other things, certain foreign currency transactions or a sale, exchange, retirement or other taxable disposition of an Exchange Note that results in a loss that exceeds certain thresholds and other specified conditions are met. Persons considering the purchase of Notes should consult with their own tax advisors to determine the tax return obligations, if any, with respect to an investment in the Exchange Notes, including any requirement to file US Internal Revenue Service Form 8886 (Reportable Transaction Statement).

138

LEGAL MATTERS

        The validity of the Exchange Notes will be passed upon for the Issuer by Clifford Chance Limited Liability Partnership (with respect to matters of United States law) and by Advokatfirman Lindahl HB (with respect to matters of Swedish law).

EXPERTS

        The consolidated financial statements of Concordia Bus Nordic Holding AB and the financial statements of Swebus AB included in this prospectus have been audited by Deloitte & Touche AB, independent auditors, as stated in their reports appearing herein (which reports express unqualified opinions and include explanatory paragraphs relating to the differences between accounting principles generally accepted in Sweden and accounting principles generally accepted in the United States of America and the effect that the application of the latter would have on the determination of net loss and shareholder's equity), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The financial statements of Ingeniør M. O. Schøyens Bilcentraler AS included in this prospectus have been audited by Deloitte & Touche AS, independent auditors, as stated in their report appearing herein, and has been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

139

GENERAL INFORMATION

(1)

The Exchange Notes are listed on the Luxembourg Stock Exchange. In connection with that listing, the Articles of Association of Concordia, and a legal notice relating to the issue of the Exchange Notes have been deposited with the Chief Registrar of the District Court of Luxembourg (Registre de Commerce et des Sociétés à Luxembourg), where copies thereof may be obtained on request.

(2)

Except as disclosed in this prospectus, there has been no material adverse change in the consolidated financial position of Concordia and its subsidiaries since February 29, 2004.

(3)

We are not involved in, and have no knowledge of a threat of, any litigation, administrative proceedings or arbitration involving us or our subsidiaries which is or may be material in the context of the issue of the Exchange Notes.

(4)

The Issuer is registered with the Swedish Patent and Registration Office in Sundsvall, Sweden, with registration number 556031-8569.

(5)

The corporate objects of Concordia, in accordance with its Articles of Association, are to own and administer for profit real and movable property, in particular motor vehicles, and to own securities of subsidiaries. Further, Concordia has the power under its Articles of Association, to conduct any financial transactions, including transactions in securities and currency, or other activities incident to the pursuit of the aforementioned corporate objects.

(6)

Copies of the Articles of Association of Concordia, the Indenture, and the Registration Rights Agreement will be available at the specified office of the Trustee and the Principal Paying Agent and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Stock Exchange so require, with the Paying Agent in Luxembourg. So long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Stock Exchange so require, (1) copies of the audited consolidated annual financial statements for the fiscal year ended February 29, 2004, (2) copies of the audited balance sheet of Concordia for the period ended February 29, 2004, and (3) copies of (a) the consolidated audited annual financial statements, (b) consolidated unaudited quarterly financial statements and (c) the annual and quarterly reports of Concordia, in each case for the fiscal year 2004 and all subsequent fiscal years will be available without charge during normal business hours on any weekday at the offices of such Paying Agent in Luxembourg.

(7)

We have appointed Deutsche Bank AG London as our Principal Paying Agent. We reserve the right to vary that appointment. So long as the Notes are listed on the Luxembourg Stock Exchange, we will maintain a paying agent, listing agent and transfer agent in Luxembourg, which is currently Deutsche Bank Luxembourg S.A.

(8)

Concordia was incorporated in Sweden on December 22, 1932. The creation and issuance of the Exchange Notes was authorized on behalf of Concordia by resolutions adopted by its Board of Directors on January 16, 2004.

(9)

The Auditors of Concordia Bus Nordic Holding AB are Deloitte & Touche AB, who have audited the consolidated financial statements of Concordia Bus Nordic Holding AB as of and for the year ended February 29, 2004.

(10)

The Exchange Notes have been accepted for clearance through Euroclear and Clearstream. The ISIN is XS0193942801 and the Common Code is 019394280 for the Global Note.

(11)

The registered offices of Concordia Bus Nordic AB, Concordia Bus Nordic Holding AB, Swebus, Swebus Express AB and Interbus AB are Solna Strandväg 78, SE-171 54, Solna, Sweden. The registered office of SBC is Drammensveien 155C, N 0277 Oslo, Norway. The registered office of Concordia Finland is Kloveipellonne 5, 02180 Espoo, Finland.

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INDEX TO FINANCIAL STATEMENTS

Financial Statements of Concordia Bus Nordic Holding AB

Financial Statements of Swebus AB⁽¹⁾

Financial Statements of Ingeniør M.O. Schøyens Bilcentraler AS⁽¹⁾

(1)

The audited financial statements of this subsidiary of Concordia Bus Nordic Holding AB are included in this Registration Statement on Form F-4 to comply with Section 3-16 of Regulation S-X.

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholder of
Concordia Bus Nordic Holding AB

        We have audited the accompanying consolidated balance sheets of Concordia Bus Nordic Holding AB, (formerly Interbus Finans AB), (the "Company") as of February 28, 2003 and February 29, 2004, and the related consolidated statements of operations, changes in shareholder's equity, and cash flows for each of the three years in the period ended February 29, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2003 and February 29, 2004, and the results of its operations and its cash flows for each of the three years in the period ended February 29, 2004 in conformity with accounting principles generally accepted in Sweden.

        Accounting principles generally accepted in Sweden vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net loss for the years ended February 28, 2003 and February 29, 2004 and the determination of shareholder's equity and financial position at February 28, 2003 and February 29, 2004 to the extent summarized in Note 32.

Deloitte & Touche AB
Stockholm, Sweden
May 24, 2004

F-2

CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in millions of SEK, except per share amounts)

	Note	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Net revenue	2,3,4	4,226		4,758		4,761
Fuel, tires and other consumables	5	(805	)	(919	)	(929	)
Other external costs	6	(854	)	(989	)	(1,004	)
Personnel costs	7	(2,340	)	(2,597	)	(2,611	)
Gain (loss) on sale of fixed assets		20		(4	)	6
Depreciation and amortization	2,5,8	(362	)	(372	)	(331	)
Operating loss	2	(115	)	(123	)	(108	)
Interest income	9	5		10		5
Interest expense and similar items	10	(109	)	(115	)	(151	)
Financial income and expenses		(104	)	(105	)	(146	)
Loss before income taxes		(219	)	(228	)	(254	)
Income taxes	11	46		49		83
Net loss		(173	)	(179	)	(171	)
Weighted average number of shares outstanding		300		300		300
Net loss per share (in thousands of SEK)	26	(577	)	(596	)	(572	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(all amounts in millions of SEK)

ASSETS	Note	February 28, 2003	February 29, 2004
Fixed assets
Goodwill	12	232	213
Total intangible fixed assets		232	213
Buildings and land	13	2	2
Equipment, tools, fixtures and fittings	13	38	34
Vehicles	13	1,793	1,491
Total tangible fixed assets		1,833	1,527
Receivables due from affiliated companies	14	26	29
Other long-term investments	15	5	5
Other financial fixed assets	16	31	53
Total financial fixed assets		62	87
Total fixed assets		2,127	1,827
Current assets
Inventories	17	35	30
Current receivables and other current assets
Accounts receivables	33	334	310
Other current receivables		30	100
Accrued income and prepaid expenses	18	178	238
Total receivables and other current assets		542	648
Cash and bank balances	19	180	346
Total current assets		757	1,024
TOTAL ASSETS	2,3	2,884	2,851

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(all amounts in millions of SEK, except share and per share amounts)

SHAREHOLDER'S EQUITY AND LIABILITIES	Note	February 28, 2003		February 29, 2004
Shareholder's equity	25
Restricted equity
Share capital (300 shares at par value SEK 1,000)		0		0
Restricted reserves		389		242
Total restricted equity		389		242
Non-restricted equity
Retained earnings		202		164
Net loss for the year		(179	)	(171	)
Total non-restricted equity (deficit)		23		(7	)
Total shareholder's equity		412		235
Liabilities
Provisions
Provisions for pensions and similar commitments	20	69		60
Deferred income tax liability	11	83		—
Other provisions	24	46		86
Total provisions		198		146
Non-current liabilities
Liabilities to credit institutions	21	837		—
Notes payable	21	—		1,198
Long-term debt to affiliated companies	21	—		2
Finance lease obligations	21	21		16
Total non-current liabilities		858		1,216
Current liabilities
Short-term portion of long-term liabilities	21	145		7
Short-term portion of long-term debt to affiliated companies	21	494		366
Accounts payable		244		292
Other current liabilities		104		151
Accrued expenses and deferred income	22	429		438
Total current liabilities		1,416		1,254
TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES		2,884		2,851
PLEDGED ASSETS AND CONTINGENT LIABILITIES	23
Pledged assets		2,847		2,238
Contingent liabilities		22		22
Total pledged assets and contingent liabilities		2,869		2,260

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

(all amounts in millions of SEK)

	Share capital	Restricted reserves		Non-restricted equity		Total shareholder's equity
Balance, February 28, 2001	0	716		224		940
Group contribution to shareholder	—	—		(185	)	(185	)
Income tax effect on group contribution to shareholder	—	—		52		52
Group contribution from shareholder	—	—		54		54
Transfer between restricted and non-restricted reserves	—	(168	)	168		—
Change in cumulative translation adjustment	—	—		4		4
Net loss for the year	—	—		(173	)	(173	)
Balance, February 28, 2002	0	548		144		692
Group contribution to shareholder	—	—		(141	)	(141	)
Income tax effect on group contribution to shareholder	—	—		39		39
Transfer between restricted and non-restricted reserves	—	(159	)	159		—
Change in cumulative translation adjustment	—	—		1		1
Net loss for the year	—	—		(179	)	(179	)
Balance, February 28, 2003	0	389		23		412
Transfer between restricted and non-restricted reserves	—	(147	)	147		—
Change in cumulative translation adjustment	—	—		(6	)	(6	)
Net loss for the year	—	—		(171	)	(171	)
Balance, February 29, 2004	0	242		(7	)	235

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(all amounts in millions of SEK)

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 28, 2004
Cash flows from operations
Loss after financial items	(219	)	(228	)	(254	)
Depreciation and amortization	362		372		331
Amortization of deferred financing costs	7		8		31
Capital (gain) loss	(20	)	4		(6	)
Foreign currency exchange loss	—		—		17
Change in pension provision	(14	)	1		(9	)
Change in provision for loss making contracts and restructuring	4		15		40
Change in interest receivable	(7	)	5		(10	)
Change in interest liability	(25	)	26		(12	)
Income taxes received (paid)	(3	)	2		1
Change in working capital
(Increase) decrease in inventories	(6	)	(4	)	5
(Increase) decrease in current receivables	62		(27	)	(100	)
Increase (decrease) in current liabilities	(102	)	(240	)	(10	)
Net cash flows provided by (used in) operations	39		(66	)	24
Cash flows from investing activities
Investments in buildings and land, vehicles, equipment, tools, fixtures and fittings	(43	)	(216	)	(32	)
Sales of buildings and land, vehicles, equipment, tools, fixtures and fittings	221		75		21
Sale of financial fixed assets	96		5		—
Net cash flows provided by (used in) investing activities	274		(136	)	(11	)
Cash flows from financing activities
Proceeds from borrowings	544		—		1,191
Repayment of long-term borrowings	(622	)	(84	)	(984	)
Payment of financial lease obligation	—		(9	)	(6	)
Costs incurred in connection with debt refinancing	—		(2	)	(49	)
Net cash flows provided by (used in) financing activities	(78	)	(95	)	152
INCREASE (DECREASE) IN CASH AND BANK BALANCES	235		(297	)	165
CASH AND BANK BALANCES AT BEGINNING OF YEAR	240		480		180
Translation difference	5		(3	)	1
CASH AND BANK BALANCES AT END OF YEAR	480		180		346

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in millions of SEK unless otherwise stated)

Note 1. Organization and accounting principles

Organization

        Concordia Bus Nordic Holding AB and its subsidiaries ("Concordia Bus Group" or "Concordia") is a Swedish registered limited liability company, wholly owned by Concordia Bus AB (reg no 556574-8240) with its registered office in Stockholm, Sweden. The final operational parent company of the group is Concordia Bus BV, a company domiciled in the Netherlands.

        Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization took place whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB. Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB for all periods presented.

        The operations of Concordia consist of providing regular bus services under contract through its subsidiaries to transit authorities in Sweden, Norway and Finland. In addition to contracted services, Concordia also supplies extensive express bus services over major portions of Sweden, as well as charter and tour bus services, mainly in Gothenburg and Stockholm. In addition to the contracted services, Concordia also operates extensive intercity express bus services between major cities of Sweden, as well as charter and tour bus services, mainly in Gothenburg, Malmö and Stockholm region.

Accounting principles

        The consolidated financial statements of the Concordia Bus Group have been prepared in accordance with generally accepted accounting principles used in Sweden ("Swedish GAAP") and thus have been prepared in accordance with recommendations issued by the Swedish Financial Accounting Standards Council ("Redovisningsrådet"). The Concordia Bus Group is required to reconcile its financial statements to accounting principles generally accepted in the United States of America ("U.S. GAAP"). Significant differences between Swedish GAAP and U.S. GAAP are described in Note 32.

F-8

        A number of new recommendations from the Swedish Financial Accounting Standars Board ("Redovisningsrådet") have become effective during the year ended February 29, 2004:

•

RR 2:02 Inventory

•

RR 22 Presentation of financial statements

•

RR 24 Investment properties

•

RR 25 Segment reporting

•

RR 26 Events after the balance sheet date

•

RR 27 Financial instruments (Disclosure and Presentation)

•

RR 28 Accounting for government grants

        The Concordia Bus Group has implemented the new accounting standards if they have been applicable. None of the new accounting standards have resulted in changes for figures reported in previous fiscal years. Accounting principles are unchanged compared to the previous fiscal year, expect for the new standards described above.

        Starting from the year ending February 28, 2005, the recommendation issued by the Swedish Financial Accounting Standard Board RR 29 Employee Benefits is to be applied. Based on an analysis of the current pension plans in the Concordia Bus Group, two plans have been identified as being a defined benefit plan. This plan may affect the accounting for the Concordia Bus Group for the year ending February 28, 2005.

Currency

        These financial statements have been prepared in SEK. References to "SEK", "Swedish krona" or "Swedish kronor" are to Swedish currency.

Consolidated Financial Statements

        The Consolidated Financial Statements have been prepared in accordance with the recommendations of the Swedish Financial Accounting Standards Board ("Redovisningsrådet") concerning consolidated financial statements. The consolidated Income Statements and Balance Sheets of Concordia includes all companies in which the Concordia Bus Nordic Holding AB, directly or indirectly, holds more than 50 percent of the voting rights.

        Acquisitions have been accounted for using the purchase method. This means that the assets and liabilities, including deferred taxes, of acquired subsidiaries are recorded at fair value at the date of the acquisition. If the purchase price exceeds the estimated fair value of the company's net assets, the difference is reported as goodwill, which is amortized over its estimated useful life. Income from companies acquired during the year is included in the Consolidated Financial Statements from the date of acquisition. Net income from companies sold is included up to the date of the sale.

        Internal profits and inter-company transactions within the group are eliminated in the Consolidated Financial Statements.

Translation of investments in foreign subsidiaries

        Concordia uses the current rate method to translate the financial statements of foreign subsidiaries, in accordance with the suggested recommendations of the Swedish Financial

F-9

Accounting Standards Board ("Redovisningsrådet"). In applying this method, subsidiaries are reported as independent units with operations conducted in foreign currencies and in which the Company has a net investment. This means that the assets and liabilities of the foreign subsidiaries are translated at the exchange rate as of the Balance Sheet date. The Income Statements are translated at the average rate for the year.

Revenue recognition

        The majority of Concordia's revenues arise from contracts with local public transportation authorities having contract terms of 5-8 years ("CPTA contracts"). CPTA contracts generally provide Concordia with fixed fee revenue in return for the contracted bus services. Such fixed fees are generally subject to periodic adjustment for certain changes in costs incurred or cost indices. Accordingly, all ticket revenues collected by Concordia on such contracts, referred to as gross agreements, are forwarded to the local public transportation authorities, and Concordia receives its fixed fees regardless of the number of passengers transported. Revenues earned by Concordia on certain other CPTA contracts, referred to as net agreements, are based on or consider the number of passengers transported. Revenues from express bus services are derived from passenger ticket revenue received, and revenues from coach hire services are derived from the agreed price for hire of the buses. Concordia recognizes CPTA revenue, express bus service revenue, and coach hire service revenue as services are provided. Where appropriate, revenue amounts are shown net of value-added taxes. Revenue also includes rental income, sale of fuel and diesel and from engineering services. The revenue resulting from other operating activities is recognized when the product is delivered or the service is performed.

Income Taxes

        The total tax expense of the Concordia Bus Group consists of current and deferred taxes. Deferred tax primarily consists of estimated tax on changes in untaxed reserves for the year and unused portion of income tax loss carry forwards to the extent that these losses can be used in the near future for taxable reduction of future taxable income. The deferred income tax position is calculated using the enacted tax rate for each country respectively.

        In the consolidated income statement taxes are reported as if the group companies were separate taxable legal entities, in accordance with current taxation legislation for all periods reported.

Depreciation

        Depreciation and amortization is computed based on an asset's expected useful life and its depreciable amount. The depreciable amount is computed as the difference between cost of acquisition and the expected residual value of the asset at the end of its useful life. Depreciation is computed using a straight-line method based on the following percentages:

Goodwill	5–20%
Equipment, tools, fixtures and fittings	10–33%
Public Service Vehicles ("PSV")	7.15–33%
Buildings	3.33–5%
Land improvements	3.75–5%

F-10

        Goodwill pertaining to the acquisition of Ingeniør M.O Schøyens Bilcentraler A/S is amortized over 20 years, which is based on the company's strong strategic position in the Norwegian marketplace and its well established brand in this market.

Tangible fixed assets

        Tangible fixed assets are valued at cost, less accumulated depreciation and impairment charges.

Impairment of tangible and intangible fixed assets

        Impairment reviews of tangible and intangible fixed assets, including goodwill, are performed whenever there is an indication of possible impairment. The carrying values of fixed assets, including goodwill related to those assets, are not considered to be recoverable when the expected discounted cash flows from those assets are less than their carrying values. An impairment loss is determined based on the amount by which the carrying value exceeds the fair value of those assets. Losses on fixed assets to be disposed of are determined in a similar manner, taking into account the selling price reduced by the costs of disposal.

Receivables and payables

        Receivables and payables are recorded on an individual basis at the amounts, which is estimated to be received/paid.

Receivables and payables in foreign currencies

        Receivables and payables in foreign currencies are valued using the rate at the balance sheet date. Gains and losses on trade receivables and payables are reported under operating profit (loss). Gains and losses related to other receivables and payables are reported under financial income and expenses.

Inventories

        Inventory is valued at the lower of cost, using the first in first out method, and market value after provision for obsolescence.

Loss making contracts

        A significant portion of Concordia's revenues are derived from five to eight-year contracts with municipalities to provide bus services in a particular area. Under the terms of the contracts, the revenues are generally indexed at a rate corresponding to a consumer price index or a net price index. Due to changes in circumstances and because costs have generally increased more quickly than revenues, such contracts may become loss making. Concordia records a provision for such loss making contracts at the lowest level for which there are separate identifiable cash flows. Losses are recognized in the period in which management determines that cumulative losses will be incurred on a particular contract. The loss is computed after taking into account direct and indirect costs related to the service provided under the contract including depreciation on the related buses which will be used to meet the service obligation. Provisions for loss making contracts have been made on an individual basis for contracts where contractual revenues do not

F-11

cover the estimated costs without considering offsetting implications of other profitable contracts. The provision is calculated as the difference between the estimated costs to fulfil the contractual commitment and the contractual revenues.

Derivative contracts

        Currency derivatives (currency forwards and currency swaps) which have been entered into in order to secure the currency exposure in interest payable for issued debt are accounted for as hedging securities, that is, the gains and losses attributed to these derivatives are recorded when the currency exchange rate differences on the underlying commercial flows are realised. Derivatives that do not qualify for hedge accounting are accounted for at the lower of acquisition cost or market value, where unrealised losses are accounted for as a financial cost in the statement of operations.

        Interest rate derivatives (interest rate swaps) which have been entered into in order to obtain a fixed interest rate with the preferred maturity in the lease obligation are accounted for as hedging securities, that is, the gains and losses attributed to these derivatives is recorded at the same time as the hedged item is recorded. Interest rate derivatives that do not qualify for hedge accounting are accounted for at the lower of acquisition cost or market value, where unrealised losses are accounted for as a financial cost in the statement of operations.

        Diesel derivatives which have been entered into in order to obtain a more secure price level are accounted for as hedging securities, that is, the gains and losses attributed to these derivatives are recorded at the same time as the hedged item is recorded. Diesel derivatives that do not qualify for hedge accounting are accounted for at the lower of acquisition cost or market value, where unrealised losses are accounted for as an operating cost in the statement of operations.

Restructurings

        Concordia records provisions for restructurings and related activities only after the detailed formal plan for the restructuring has been formulated and either the implementation commences or the main features of the plan have been announced to those affected by it. Provisions for restructurings include only the direct expenditures arising from the restructuring, which are those that are both necessarily entailed by the restructuring and not associated with the continuing activities of the enterprise.

Leasing

        Leases are classified in the consolidated financial statements as either financial leases or operating leases. A finance lease transfers to the lessee the significant economic risks and rewards of ownership. If this is not the case, the lease is an operating lease. For each finance lease, a fixed asset is reported in the balance sheet and a corresponding lease obligation is recorded as a liability. In the statement of operations, the costs of financial leases are reported as depreciation and interest expense. Under operating leases no asset or liability is recorded in the balance sheet. In the statement of operations, the costs of operating leases are charged to the income statement on a straight-line basis.

F-12

Cash flow statement

        The cash flow statement is derived from the statement of income and other changes between the opening and closing balance sheets, eliminating the effect of currency translation differences. The cash and bank balances in the cash flow statement includes securities, time deposits and bank overdrafts.

Retirement indemnities

        Various insurance companies manage Concordia's pension plans. In all of these plans, the pension liability corresponds to the pension obligation as determined by actuarial calculations. Pension plans for active personnel are funded under a multiemployer plan and through defined contribution plans. Pension programs for active personnel are funded through monthly payments of pension premiums. Provisions are made in the balance sheet for former personnel.

Use of estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities to the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

Segment information

        Concordia operates within three bus transportation markets which are Concordia's main reportable segments: contractual public bus transportation "CPTA", scheduled intercity bus services (express bus services); and coach hire services. In Norway and Finland the group operates within the contractual public bus transportation segment only.

        The contractual public bus transportation division operates throughout Sweden and in the major urban areas in Norway and Finland. The majority of revenues are generated from contractual agreements with municipalities whereby Concordia receives fixed revenues for providing the contracted services.

        Swebus Express conducts its business on certain routes all over Sweden. Revenues are derived from ticket sales to passengers.

        Coach hire services (Interbus) operate hire and excursion engagements, primarily in the three major cities in Sweden, Stockholm, Gothenburg and Malmö, but also in other bigger cities in the Nordic countries.

        The management and reporting of results of Concordia's operations is based upon the reportable segments rather than the legal structure. Concordia's operating decision-making group is the Board of Directors. Each segment is managed separately because each business requires specialized industry knowledge and strategies.

        The accounting policies for the reportable segments are the same as those used in the consolidated financial statements.

F-13

        Concordia Bus Nordic AB evaluates performance based upon the operating profit or loss before tax of each reportable segment and generally accounts for inter-segment sales and transfers as if the sales or transfers were to third parties at current market prices. Sales are attributed to geographical areas based on the location of the assets producing the revenue.

Note 2. Primary segments—market types

        Revenue by segment:

	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
CPTA—Sweden	2,832	3,407	3,486
CPTA—Sweden, sales to other segments	27	51	37
Total CPTA—Sweden	2,859	3,458	3,523
CPTA—Norway	508	442	365
CPTA—Finland	374	394	391
Total CPTA	3,741	4,294	4,279
Express	299	295	327
Interbus—external customers	143	127	110
Interbus—sales to other segments	18	26	27
Total bus operations	4,201	4,742	4,743
Other revenue and group elimination	25	16	18
Total revenue	4,226	4,758	4,761

        Operating profit (loss) by segment:

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
CPTA—Sweden(1)	12		(27	)	(57	)
CPTA—Norway(2)	(24	)	(36	)	(11	)
CPTA—Finland(3)	(23	)	(23	)	(24	)
Total CPTA	(35	)	(86	)	(92	)
Express	21		25		34
Interbus	10		5		3
Total Express and Interbus	31		30		37
Total bus operations	(4	)	(56	)	(55	)
Head office items and others	(111	)	(67	)	(53	)
Total operating loss	(115	)	(123	)	(108	)

        Total operating loss, above, includes provisions for loss contracts and restructuring costs of SEK 15 and SEK 40, respectively, for the years ended February 28, 2003 and February 29, 2004.

(1)

Includes SEK 6 and SEK 47, respectively, of provisions for loss contracts and restructuring costs for the years ended February 28, 2003 and February 29, 2004.

(2)

Includes SEK 5 and SEK (8), respectively, of provisions for loss contracts and restructuring costs for the years ended February 28, 2003 and February 29, 2004.

(3)

Includes SEK 4 and SEK 1, respectively, of provisions for loss contracts and restructuring costs for the years ended February 28, 2003 and February 29, 2004.

F-14

        Identifiable assets by segment:

	February 28, 2003	February 29, 2004
CPTA—Sweden	1,913	1,904
CPTA—Norway	352	310
CPTA—Finland	260	232
Total CPTA	2,525	2,446
Express	151	155
Interbus	86	59
Subtotal Express and Interbus	237	214
Total bus operations	2,762	2,660
Real estate	2	2
Head Office assets and group eliminations	120	189
Total assets	2,884	2,851

        Identifiable liabilities by segment:

	February 28, 2003	February 29, 2004
CPTA—Sweden	583	653
CPTA—Norway	80	59
CPTA—Finland	74	84
Total CPTA	737	796
Express	33	41
Interbus	30	22
Subtotal Express and Interbus	63	63
Total bus operations	800	859
Head Office and group eliminations	1,672	1,757
Total liabilities	2,472	2,616

        Investments in intangible, tangible and financial fixed assets by segment:

	Year Ended February 28, 2002	Year Ended February 28, 2003		Year Ended February 28, 2004
CPTA—Sweden	25	202		19
CPTA—Norway	2	1		3
CPTA—Finland	0	0		0
Total CPTA	27	203		22
Express	1	1		1
Interbus	1	16		0
Total Express and Interbus	2	17		1
Total bus operations	29	220		23
Head office items and others	14	(4	)	55
Total investments in intangible and financial fixed assets	43	216		78

F-15

        Depreciation by segment:

	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
CPTA—Sweden	237	242	226
CPTA—Norway	24	37	29
CPTA—Finland	29	31	28
Total CPTA	290	310	283
Express	15	15	18
Interbus	14	12	10
Total Express and Interbus	29	27	28
Total bus operations	319	337	311
Buildings	5	0	0
Head office items and others	38	35	20
Total depreciation	362	372	331

Note 3. Secondary segments—marketing areas

        Revenue by country:

Revenue	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Sweden	3,345	3,902	3,986
Norway	508	457	379
Finland	373	399	396
Total revenue	4,226	4,758	4,761

        Assets by country:

Assets	February 28, 2003	February 29, 2004
Sweden	2,272	2,310
Norway	352	309
Finland	260	232
Total assets	2,884	2,851

        Investments in intangible, tangible and financial fixed assets by country:

Investments	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Sweden	42	215	75
Norway	1	1	3
Finland	0	—	—
Total investments in intangible, tangible and financial fixed assets	43	216	78

F-16

Note 4. Net revenue

        Net revenue is comprised of revenue from bus services, rental income, sale of fuel and diesel and revenues from engineering services provided to external customers.

Revenue by type	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Revenue from regular bus services	4,156	4,665	4,663
Rent, external engineering and diesel revenues	58	40	47
Other revenues	12	53	51
Total revenues	4,226	4,758	4,761

Note 5. Costs of services provided

        Cost of services provided is comprised of driver's costs, depreciation of PSV and other direct costs.

	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Driver's costs	1,942	2,265	2,290
Depreciation of PSV and operating lease charges	536	676	676
Other direct costs	1,098	1,165	1,170
Total costs of services provided	3,576	4,106	4,136

Note 6. Other external costs

Audit fees (thousands of SEK)	Year Ended February 28, 2003	Year Ended February 29, 2004
Deloitte & Touche AB
Audit and audit related fees	1,527	4,144
Other services	260	—
Total	1,787	4,144

        Audit and audit related fees represent the independent auditors' examination of the financial statements and quarterly reports. The audit and audit related fees also represents fees in conjunction with the auditor's examination of significant decisions, actions taken and circumstances of Concordia in order to be able to determine the possible liability to the Company of any Board Member or the Managing Director or whether they have in some other way acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. Audit and audit

F-17

related fees also includes professional services in connection with the offering of debt securities of Concordia. All other services provided are included in "other services".

Leasing charges	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Leasing charges for the year (operating leases)	230	350	388
Total	230	350	388

        For the years ended February 29, 2004, February 28, 2003, and February 28, 2002, Concordia had 1,317, 1,156, and 784 buses, respectively, under operational leasing contracts. The acquisition cost for these buses amounts to SEK 1,952 for the year ended February 29, 2004, SEK 1,849 for the year ended February 28, 2003 and SEK 1,513 for the year ended February 28, 2002. Concordia also has properties under operational leasing contracts in which it conducts business.

        Total future minimum lease payments discounted for each of the periods are as follows:

	February 28, 2003	February 29, 2004
—Vehicles (Buses)	945	905
—Properties	58	52
Total	1,003	957

        The present value of the future leasing payments at February 29, 2004 is payable as follows:

	Total	Less than a year	1–3 years	4–5 years	More than 5 years
—Vehicles (Buses)	905	289	546	70	0
—Properties	52	6	22	17	7
Total	957	295	568	87	7

        The following is a schedule, by year, of future minimum gross rental payments required under operating leases as of February 29, 2004.

Years Ending:
February 28, 2005	421
February 28, 2006	375
February 28, 2007	259
February 29, 2008	162
February 28, 2009	77
Later years	26
Total	1,320

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Note 7. Personnel costs

		Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
AVERAGE NUMBER OF EMPLOYEES
Total company of which:		6,924	7,484	7,512
Men		6,055	6,603	6,467
Women		869	881	1,045
Finland of which		745	759	750
Men		704	722	723
Women		41	37	27
Norway of which		795	775	580
Men		732	728	531
Women		63	47	49
Sweden of which:		5,384	5,950	6,182
Men		4,619	5,153	5,213
Women		765	797	969
SALARIES AND OTHER REMUNERATIONS
Board of Directors and President*		2	4	5
Other employees in Sweden		1,254	1,454	1,476
		1,256	1,458	1,481
Subsidiaries abroad
Finland, Board of Directors and President		1	1	1
Finland, other employees		225	195	197
Norway, Board of Directors and President		1	1	2
Norway, other employees		251	204	183
TOTAL		1,734	1,859	1,864
Employer's contribution for national social security purposes		538	700	708
	Of which pension costs to other employees	69	132	161
	Of which pension costs to Board of Directors and President	3	5	2

*

Numbers for the group represent Board of Directors and presidents in all Swedish subsidiaries. Remunerations to the president of Concordia Bus Nordic AB are paid out by Concordia Bus Management AS and are included as corporate costs charged to Concordia Bus Nordic AB, and therefore not included in the above table as personnel costs.

F-19

	February 28, 2003			February 29, 2004
Board members and senior management	Number	Thereof men		Number	Thereof men
Members of the board	13	100	%	13	100	%
Managing directors and other senior management	21	90	%	21	90	%

Note 8. Depreciation and amortization

	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Goodwill	13	13	13
Buildings and land	5	—	—
Equipment, tools, fixtures and fittings	28	23	20
Vehicles	316	336	298
Total	362	372	331

Note 9. Interest income

	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Interest income from affiliated companies	3	1	—
Other interest income	2	9	5
Total	5	10	5

        Of the total interest income above, SEK 2, SEK 16, and SEK 5 has been received during the years ended February 28, 2002, February 28, 2003, and February 29, 2004, respectively.

Note 10. Interest expense and other similar items

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Interest expense on loan from affiliated companies	—		(27	)	(24	)
Interest expense on loans from credit institutions	(85	)	(73	)	(70	)
Interest expense on senior secured notes	—		—		(11	)
Amortization of deferred financing costs	(10	)	(8	)	(31	)
Exchange rate gains and losses, net	3		4		(7	)
Other financial costs	(17	)	(11	)	(8	)
Total	(109	)	(115	)	(151	)

        Of the total interest expense above, SEK 127, SEK 90 and SEK 163 and has been paid during the years ended February 28, 2002, February 28, 2003, and February 29, 2004, respectively.

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Note 11. Income taxes

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Income taxes paid	6		1		1
Income taxes on group contributions	(52	)	(39	)	—
Deferred income taxes	92		87		82
Total	46		49		83

Difference between statutory income tax rate and effective rate of income tax benefit:

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Loss before income taxes	(219	)	(228	)	(254	)
Tax at Swedish statutory rate of 28%	61		64		71
Tax effect regarding non-taxable items	0		1		1
Tax effect regarding goodwill amortisation	(4	)	(4	)	(4	)
Tax effect of tax losses from previous years not previously recognized in the balance sheet	—		—		15
Tax loss carry forwards for which no deferred tax asset has been recognized	(11	)	(12	)	—
Total income tax benefit	46		49		83

        The income tax rates in Sweden, Norway and Finland are 28%. The taxes are based on the loss before tax with adjustments for non deductible/non-taxable revenues/costs. Concordia Bus Nordic Holding AB had unrecorded accumulated tax loss carry forwards amounting to SEK 75 and SEK 22 at February 28, 2003 and February 29, 2004, respectively. The losses can only be used in the countries where they arise and in Sweden they can be used forever. The indirect subsidiary Concordia Bus Finland Oy Ab has accumulated tax loss carry forwards of SEK 28 of which SEK 10 can be used until 2011, SEK 4 until 2012 and SEK 14 until 2013. The indirect subsidiary Ingeniør M.O. Schcøyens Bilcentraler AS has accumulated tax loss carry forwards of SEK 5 of which all can be used until 2012.

        Temporary differences arise in instances where assets or liabilities are valued differently for tax purposes. Temporary differences have resulted in deferred taxes liabilities and assets as follows:

	February 28, 2003		February 29, 2004
Accelerated depreciation for tax purposes	96		28
Fair value adjustment from excess acquisition valuation	2		—
Provision for loss making contracts	(13	)	(22	)
Tax loss carry forward	—		(1	)
Other temporary differences	(2	)	(5	)
Total deferred income tax liability	83		—

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Note 12. Intangible assets

Goodwill	Year Ended February 28, 2003		Year Ended February 29, 2004
Acquisition cost
Beginning balance	308		308
Translation difference	—		(6	)
Ending balance	308		302
Accumulated depreciation
Beginning balance	(63	)	(76	)
Depreciation for the year	(13	)	(13	)
Ending balance	(76	)	(89	)
Net book value, ending balance	232		213

Note 13. Tangible assets

Buildings and land	Year Ended February 28, 2003		Year Ended February 29, 2004
Acquisition cost
Beginning balance	3		3
Purchases	1		1
Sales/Disposals	(1	)	(1	)
Ending balance	3		3
Accumulated depreciation
Beginning balance	(2	)	(1	)
Sales/Disposals	1		0
Depreciation for the year	—		0
Ending balance	(1	)	(1	)
Net book value, ending balance	2		2
Tax assessment value	—		—

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        The tax assessment value is the basis used by the tax authorities for computing property taxes. Several of the subsidiary Swebus Fastigheter AB's buildings are classified as transportation buildings and as such are exempt from property taxes.

Equipment, tools, fixtures and fittings	Year Ending February 28, 2003		Year Ending February 29, 2004
Acquisition cost
Beginning balance	222		232
Purchases	17		16
Sales/Disposals	(7	)	(1	)
Translation difference	0		(2	)
Ending balance	232		245
Accumulated depreciation
Beginning balance	(178	)	(194	)
Sales/Disposals	7		1
Depreciation for the year	(23	)	(20	)
Translation difference	—		2
Ending balance	(194	)	(211	)
Net book value, ending balance	38		34

Vehicles	Year Ending February 28, 2003		Year Ending February 29, 2004
Acquisition cost
Beginning balance	3,713		3,707
Purchases	235		15
Sales/Disposals	(243	)	(183	)
Translation difference	2		(13	)
Ending balance	3,707		3,526
Accumulated depreciation
Beginning balance	(1,742	)	(1,914	)
Sales/Disposals	164		168
Depreciation for the year	(336	)	(298	)
Translation difference	—		9
Ending balance	(1,914	)	(2,035	)
Net book value, ending balance	1,793		1,491

        Included as purchases during the year ended February 28, 2003, are SEK 37 and during the year ended February 29, 2004 are SEK 0.8, of additions that have been financed under financial lease arrangements.

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Note 14. Receivables due from affiliates

	Year Ended February 28, 2003	Year Ended February 29, 2004
Acquisition cost
Beginning balance	14	26
Changes during the year	12	3
Ending balance	26	29

Note 15. Other long-term investments

	February 28, 2003	February 29, 2004
Co-operative real estate	5	5
Total	5	5

	Year Ended February 28, 2003	Year Ended February 29, 2004
Acquisition cost
Beginning balance	5	5
Ending balance	5	5

Note 16. Other financial fixed assets

Capitalized financing costs	Year Ended February 28, 2003		Year Ended February 29, 2004
Acquisition cost
Beginning balance	51		53
Loans repaid	—		(53	)
Costs incurred in connection with refinancing	2		49
Ending balance	53		49
Accumulated depreciation
Beginning balance	(15	)	(22	)
Loans repaid	—		28
Depreciation	(7	)	(7	)
Ending balance	(22	)	(1	)
Total	31		48

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Deposition	Year Ended February 28, 2003	Year Ended February 29, 2004
Acquisition cost
Beginning balance	—	—
Increase during the year	—	5
Ending balance	—	5

Note 17. Inventories

	February 28, 2003	February 29, 2004
Finished goods	35	30
Total	35	30

        Finished goods primarily comprise fuel and spare-parts.

Note 18. Accrued income and prepaid expenses

	February 28, 2003	February 29, 2004
Accrued income—CPTA	99	156
Other prepaid expenses and accrued income	79	82
Total	178	238

Note 19. Cash and bank balances

        Included as cash and bank balances is the outstanding balance for the cheque account connected to the group cheque account, where Concordia Bus Nordic AB is the contracting part with the bank.

MSEK	February 28, 2003	February 29, 2004
Cash and bank balances	180	292
Restricted cash*	—	54
Total	180	346

        * Restricted cash consists of deposits for bank guarantees. Bank guarantees have been given as security for the pension liability and commitments for three traffic contracts in Oslo, Norway.

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Note 20. Provisions for pensions and other commitments

	Year Ended February 28, 2003	Year Ended February 29, 2004
Beginning balance	68	69
Change in provision	1	(9	)
Ending balance	69	60

        The Concordia Bus Group funds pension obligations based on the advice of external actuarial calculations and makes payments to a segregated fund managed by a specialist financial institution. Independent actuarial valuations are made on an annual basis. Pension costs are charged to the profit and loss account on an accrual basis on the advice of external actuaries.

        The liability for pension obligations of certain retired employees, who were employed during a period when Concordia did not operate a company pension plan, is carried in the balance sheet. All pensions paid to such employees are charged against the provision. An independent actuarial valuation of the liability is conducted on an annual basis and any increase or decrease in the provision required is reflected in the statement of operations.

Note 21. Long-term liabilities to credit institutions and financial lease obligations

Non-current liabilities	February 28, 2003		February 29, 2004
Borrowings denominated in Swedish krona	739		—
Borrowings denominated in Euro	236		1,198
Loans due to affiliated companies	494		368
Other liabilities—financial lease obligations	28		23
Less: short-term portion	(639	)	(373	)
Total	858		1,216

        Long-term liabilities include Euro 130 million of senior secured notes of Concordia Bus Nordic AB. The notes have a fixed annual interest rate of 9.125%, which is paid semi-annually (February 1 and August 1). The bonds mature in August 2009.

        As a consequence of the Euro 130 million of notes, Concordia Bus Nordic Holding AB and its subsidiaries are obligated to follow certain financial restrictions which limit entering financial lease agreements or sale- and lease back agreements, making certain kinds of investments, disposing of assets and paying dividends to Concordia's shareholder except in instances to enable such shareholder to fulfil its own debt service obligations.

        The legal issuer of the senior secured notes, Concordia Bus Nordic AB (publ), is a 100% owned finance subsidiary of Concordia Bus Nordic Holding AB. Concordia Bus Nordic Holding AB has fully and unconditionally guaranteed the payment of the notes. Concordia Bus Nordic AB (publ) is the parent company owning 100% of the shares in the operating subsidiaries of the Concordia Bus Group. Concordia Bus Nordic AB (publ) has no independent assets or operations. All subsidiaries of Concordia Bus Nordic AB (publ), other than minor dormant subsidiaries, have also fully and unconditionally guaranteed the payment of the notes. The guarantees of the subsidiaries

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and of Concordia Bus Nordic Holding AB are joint and several. As described in more detail in Note 23, the subsidiaries have also given pledges of certain collateral (both specific and floating charge certificates) as security for the senior secured notes.

Swedish Subsidiary Guarantees and Collateral.

        Enforcement of the note guarantees and collateral may, in whole or in part, be limited to the extent that the undertaking by each respective subsidiary is deemed to be in conflict with the corporate interest of the respective subsidiary. The corporate interest shall be determined on the basis of whether the undertaking was made for business reasons so as to involve corporate benefit for the subsidiary and whether the guaranteed party is solvent for repayment of the secured amount at the time of providing the security. The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or part thereof, would violate the Swedish Companies Act to the extent that it would result in a payment exceeding the distributable profit of the respective subsidiary at the time of providing the security. Upon such violation, the note guarantees and collateral would be invalid and any payments made thereunder would be subject to recovery at least to the extent they violate the above mentioned rules on corporate interest.

Finnish Subsidiary Guarantee and Collateral.

        The granting of guarantees and security is restricted under the Finnish Companies Act. Enforcement of the note Guarantees and Collateral issued or granted by Concordia Finland may, in whole or in part, be limited to the extent that the undertaking by such subsidiary is deemed to be in conflict with the limitations set out in the Finnish Companies Act, including the corporate interest of Concordia Finland. The determination shall be made, inter alia, on the basis of whether the undertaking was made for reasons so as to involve corporate benefit for (and be justified with grounds relating to the operations of) Concordia Finland and whether the guaranteed party is solvent for repayment of the guaranteed amount during the term of the undertaking. The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or a part thereof, would violate the Finnish Companies Act. Any such violation would render the note guarantees and collateral invalid and any payments made thereunder would be subject to recovery at least to the extent that they violate the Finnish Companies Act.

Norwegian Subsidiary Guarantee and Collateral.

        The issuance of the subsidiary guarantee and the granting of the relevant security by the Norwegian subsidiary may be invalid under Norwegian law if such issuance and granting are not motivated by a legitimate business reason or corporate benefit for that subsidiary. In determining the sufficiency of the business reason or corporate benefit, a Norwegian court will consider whether or not the granting of the guarantee or security supported the object and the operations of that subsidiary. We have been advised by Norwegian counsel that they believe sufficient corporate benefit exists with respect to the note guarantee and collateral granted by the Norwegian subsidiary. However, there can be no certainty as to the sufficiency of the corporate benefit.

Loans due to affiliated companies

        Included in the SEK 368 million of loans due to affiliated companies at February 29, 2004 is a SEK 366 million subordinated loan payable to Concordia's shareholder. The subordinated loan

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matures in 2010 but can be repaid before then if demanded by the shareholder. Accordingly, it has been classified as short term. The subordinated loan was similarly classified as short term at February 28, 2003. Concordia pays interest semi-annually at an annual interest rate of 11%.

Other liabilities

Financial lease obligations	February 28, 2003	February 29, 2004
Payable within 2-5 years	19	15
Payable after five years	2	1
Total long-term	21	16
Short-term portion	7	7
Total	28	23

        During the financial year ended February 29, 2004, Swebus AB has entered into financial lease arrangements regarding three buses for the traffic in Västerås and Hässleholm. The duration of two of the agreements is 12 months and 36 months for the third. The lease cost is based on the depreciation according to an annuity method and a floating rate of interest.

        The following is a schedule by years of future minimum gross lease payments under finance leases together with the present value of the net minimum lease payments as of February 29, 2004-05-25:

Year ending
February 28, 2005	8
February 28, 2006	7
February 28, 2007	4
February 29, 2008	4
February 28, 2009	2
Later years	1
Total minimum gross lease payments	26
Less: Amount representing interest	(3	)
Present value of minimum lease payments	23

Note 22. Accrued expenses and deferred income

	February 28, 2003	February 29, 2004
Deferred income—CPTA	83	90
Accrued employee costs	251	278
Accrued interest expenses	6	12
Other accrued expenses	89	58
Total	429	438

F-28

Note 23. Pledged assets and contingent liabilities

		February 28, 2003	February 29, 2004
Pledged shares and contingent liabilities for senior secured notes
	Pledged shares in subsidiaries	—	709
	Other pledged assets	—	1,351
	Floating charge certificates	—	119
Pledged shares and contingent liabilities for syndicated bank facility
	Pledged shares in subsidiaries	973	—
	Other pledged assets	1,757	—
	Floating charge certificates	117	—
Other pledged shares and contingent liabilities
	Other pledged assets	—	59
	Guarantees and other contingent liabilities	22	22
Total		2,869	2,260

In January 2004 a refinancing of the Concordia Bus Group's existing credit facilities was completed through the issuance of EUR 130 million of bonds. The proceeds received when issuing the bonds was used to repay existing credit facilities. In connection with the refinancing, Concordia wrote off SEK 24 million of unamortized capitalized financing costs and extinguished the related euro interest rate derivatives at a cost of SEK 14 million.

        As security for the bonds, Concordia has pledged the shares in the operating subsidiaries, the foreign subsidiaries and the real-estate companies, the buses owned by Swebus Busco AB and Ingeniør M.O. Schøyens Bilcentraler AS ("SBC"), the operating receivables and fixed assets of SBC, and two internal loans to Swebus Busco AB and Swebus AB amounting to €87 million and €22 million. The subsidiaries have pledged floating charge certificates amounting to SEK 119 million and have given guarantees relating to the bonds. See Note 21 regarding certain limitations on the enforcement of such guarantees and collateral pledges.

F-29

        The following shares (at unconsolidated carrying values) have been pledged for existing long-term liabilities:

	February 28, 2003	February 29, 2004
Concordia Bus Nordic AB	66	44
Shares in Swebus Fastigheter AB	3	26
Shares in Swebus AB	275	253
Shares in Swebus Express AB	15	15
Shares in Interbus AB	17	20
Shares in Concordia Bus Finland Oy Ab	47	34
Shares in Swebus Busco AB	244	68
Shares in Ingeniør M.O. Schøyens Bilcentraler AS	277	249
Dormant companies	29	—
Total	973	709

        Guarantees and other contingent liabilities of SEK 22 million represent a guarantee given by Concordia Bus Finland Oy AB to Nordea Pankki Suomi Oyj. The guarantee was initially given to Nordea by Vanhakylän Linja Oy in 1992 and 1993. Vanhakylän Linja Oy has subsequently been merged into Concordia Bus Finland Oy AB.

        The guarantee represents a security for the loans of inter alia West-Bus Oy. The guarantees (floating charges and surety ship) were released by Nordea on 31 March, 1994 in connection with the acquisition by Concordia. Concordia will have to pay under the guarantee, if it is concluded that the release of the guarantee in 1994 was not valid. No provision has been recorded in relation to this guarantee as Concordia does not deem it probable that amounts will be paid under the guarantee.

Note 24. Other provisions

	Year Ended February 28, 2003	Year Ended February 29, 2004
Provisions for loss-making contracts
Beginning balance	31	46
Change in provision during the year	15	34
Ending balance	46	80

        Provisions for loss making contracts have been made on an individual basis for the contracts where contractual revenues do not cover the estimated costs. The provision is calculated as the difference between the estimated costs to fulfil the contractual commitment and the contractual revenues.

	Year Ended February 28, 2003	Year Ended February 29, 2004
Restructuring costs
Beginning balance	—	—
Change in provision during the year	—	6
Ending balance	—	6

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        Restructuring costs are primarily for employee termination benefits relating to the Gothenburg, Sweden depots to be discontinued.

Note 25. Changes in shareholder's equity

	Share capital	Restricted reserves		Non-restricted reserves		Total
Balance March 1, 2001	0	716		224		940
Group contribution	—	—		(185	)	(185	)
Tax effect on group contribution	—	—		52		52
Shareholder contribution received	—	—		54		54
Transfer between restricted and non-restricted reserves	—	(168	)	168		—
Change in cumulative translation adjustments	—	—		4		4
Net loss for the year	—	—		(173	)	(173	)
Balance February 28, 2002	0	548		144		692
Group contribution	—	—		(141	)	(141	)
Tax effect on group contribution	—	—		39		39
Transfer between restricted and non-restricted reserves	—	(159	)	159		—
Change in cumulative translation adjustments	—	—		1		1
Net loss for the year	—	—		(179	)	(179	)
Balance February 28, 2003	0	389		23		412
Transfer between restricted and non-restricted reserves	—	(147	)	147		—
Change in cumulative translation adjustments	—	—		(6	)	(6	)
Net loss for the year	—	—		(171	)	(171	)
Balance February 29, 2004	0	242		(7	)	235

        Restricted reserves refer to equity, which according to the Swedish Companies Act is not distributable. Annual transfers between restricted and unrestricted reserves represents annual changes in the reserves and relate mainly to annual changes in statutory untaxed reserves of individual companies within the Concordia Bus Group.

Note 26. Net loss per share

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Shares issued and outstanding	300		300		300
Net loss (millions)	(173	)	(179	)	(171	)
Net loss per share (in thousands of SEK)	(577	)	(596	)	(572	)

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        Net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding during the year. There were no dilutive securities outstanding during the periods presented and the number of shares has been unchanged.

Note 27. Financial risk management and financial derivatives

        The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which Concordia is exposed are:

•

Interest rates on debt;



•

Credit and counterparty risk;



•

Foreign exchange rates;



•

Fuel prices; and



•

Inflation.

        Risk management is conducted centrally in accordance with the finance policy adopted by the board. The Concordia Bus Group uses derivatives as part of its financial risk management in order to limit the foreign exchange, interest rate and diesel price exposure.

Interest Rate Risk

        Interest rate risk refers to the risk that changes in the market rate of interest adversely affects Concordia's interest cost. How fast a change in the interest rate will influence the net interest depends on the borrowings fixed interest term.

        Concordia is mainly exposed to interest rate risk in its operational leases which are based on among other things a floating market interest rate. To reduce the interest exposure in the lease portfolio, Concordia has entered into interest rate derivatives which hedges the interest for a portion of the lease commitment. The outstanding interest rate derivatives have notional amounts totalling SEK 237.5 million at February 29 2004. In addition there are interest rate derivatives having a total notional amount of SEK 100 million which will come into effect after February 29, 2004. All interest rate derivatives mature in 2005.

        Based on the nominal value of the operational lease commitment at February 29, 2004, of SEK 1,320 million, a one basis point change in interest rates would increase lease charges by approximately SEK 13.2 million per annum. The calculation includes the effects of outstanding interest rate derivatives.

Credit and Counterparty Risk

        Concordia's financial transactions lead to credit risks towards financial counterparties. Concordia's financial policy states that credit risk shall be reduced through only accepting counterparties with high credit rating and through fixed credit limits. On February 29, 2004, the total counterparty exposure in derivatives with an unrealized gain amounted to SEK 2.2 million. The calculation is based on the market value of the group derivatives on February 29, 2004 where derivatives with negative market values has been excluded.

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        Commercial credit risks are limited through a diversified customer base with high credit ratings. A provision has been booked for accounts receivables, which have been estimated to be doubtful of collection.

Foreign Exchange Risk

        Foreign exchange risk arises through cash flows in foreign currency (transaction exposure) and through the recalculation of the foreign subsidiaries' balance sheets and statements of operations to Swedish kronor (translation difference exposure).

Transaction exposure—The Concordia Bus Group is exposed to foreign exchange differences relating to the EUR 130 million senior secured notes, which are issued in euro. To limit the transaction risk, which arises from the interest rate payments on the notes, Concordia has entered into currency derivatives having a notional amount of EUR 160 million. Concordia is currently undertaking a review of their interest rate foreign exchange. Under the syndicated facilities Concordia was required to hedge 50% of the senior interest payments for the next three years. Concordia has hedges in place for 30% of the total interest payable during the financial year ending February 28, 2005.

        Based on Concordia Bus Nordic's interest payments of EUR 11.9 million for the 12-month period beginning March 1, 2004, the interest cost would increase by SEK 10.9 million if the Swedish currency would depreciate 10 percent against the euro compared to the rate of exchange at February 29, 2004. The calculation includes the outstanding currency derivatives.

        The group is also exposed to foreign exchange rate changes through the purchase of diesel fuel. Diesel fuel is priced in the international commodity markets in US dollars. Concordia receives compensation for a portion of changes in diesel prices through revenue indexes in the contracts with the CPTA's. It is estimated that this index compensation reduces 43% of the exposure to diesel price changes. To further reduce the exposure, Concordia has entered into diesel derivatives in Swedish kronor and thereby hedged the foreign exchange rate risk for 17 percent of the consumption for the coming 12 months beginning March 1, 2004. Based on the budgeted diesel consumption, a 10 percent depreciation of the Swedish crown against the US dollar would increase the diesel costs by SEK 7.5 million for the coming financial year beginning March 1, 2004. The calculation includes the effects of outstanding diesel derivatives and the computed index compensation.

Translation difference exposure—Concordia's exposure to translation differences has historically not been hedged.

Fuel Price Risk

        Concordia is also exposed to commodity price risk through its requirements for diesel fuel. Diesel fuel is priced in the international commodity markets in US dollars. Concordia receives compensation for a portion of changes in diesel prices through revenue indexes in the contracts with the CPTA's. It is estimated that this index compensation reduces 43% of the exposure to diesel price changes. To further reduce the exposure, Concordia has entered into diesel derivatives in Swedish kronor. The diesel derivatives are a combination of a diesel swap and a currency future. Approximately 17 percent of the consumption for the 12-month period beginning March 1, 2004 is hedged through these diesel derivatives.

F-33

        Based on the budgeted diesel consumption, an increase of one US dollar/litre would increase diesel costs by SEK 0.3 million for the 12-month period beginning March 1, 2004 is. The calculation includes the outstanding diesel derivatives and the computed index compensation.

Inflation

        Inflation had no material impact on our operations during the year ended February 29, 2004. However, due to the nature of our contractual business where cost increases are compensated through movements in agreed indices (elements of total inflation) we are currently subject to under- compensation due to a mismatch between our industry costs and our relative level of compensation from the indices which the local transportation authorities use to compensate us. A one basis point increase in inflation would have a positive benefit of approximately SEK 6 million per annum when compared to the year ended February 28, 2003.

Note 28. Fair value of financial instruments

        Outstanding interest rate swaps on February 29, 2004:

	Notional amount	Fixed interest rate	Maturity date	Market value (KSEK)
Interest rate swap SEK	35,000,000	5.61%	19 January, 2005	(1,125	)
Interest rate swap SEK	40,000,000	6.00%	19 June, 2005	0
Interest rate swap SEK	50,000,000	5.68%	19 May, 2005	(1,050	)
Interest rate swap SEK	50,000,000	5.73%	19 July, 2005	(1,033	)
Interest rate swap SEK	81,250,000	5.04%	19 May, 2004	(490	)
Interest rate swap SEK	81,250,000	4.78%	19 July, 2004	(859	)
				(4,557	)

        The market value of these financial instruments has been expensed in the statement of operations as they do not qualify for hedging accounting.

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        Outstanding foreign exchange options on February 29, 2004:

	Amount	Strike rate	Maturity date	Market value (KSEK)
Purchased call option	€ 2,727,500	12.03	12 August, 2004	0
Issued put option	€ 2,727,500	8.50	12 August, 2004	(8	)
Purchased call option	€ 1,650,000	10.17	12 August, 2004	2
Issued put option	€ 1,650,000	8.80	12 August, 2004	(35	)
Purchased call option	€ 4,400,000	10.39	13 February, 2005	29
Issued put option	€ 4,400,000	8.80	13 February, 2005	(267	)
Purchased call option	€ 4,400,000	10.92	10 August, 2005	22
Issued put option	€ 4,400,000	8.70	10 August, 2005	(308	)
Purchased call option	€ 4,400,000	11.45	13 February, 2006	12
Issued put option	€ 4,400,000	8.83	13 February, 2006	(541	)
Purchased call option	€ 4,400,000	10.78	10 August, 2006	132
Issued put option	€ 4,400,000	8.50	10 August, 2006	(312	)
				(1,274	)

	Amount		Strike rate	Maturity date	Market value (KSEK)
Purchased forward agreement	$	225,000	9.55	05 March, 2004	(481	)
Purchased forward agreement	$	222,500	9.57	05 March, 2004	(480	)
					(961	)

        Outstanding diesel swaps on February 29, 2004:

	Secured volume (ton)	Maturity Fixed price (ton)	Maturity date	Market value (KSEK)
Diesel swap	1,000	$225	29 February, 2004	381
Diesel swap	1,000	$223	29 February, 2004	399
Diesel swap	7,500	1,848 SEK	31 July, 2004	986
Diesel cap	7,000	1,848 SEK	28 February, 2005	477
				2,243

Note 29. Going concern matters

        Concordia Bus Nordic Holding AB has significant interest bearing liabilities. Concordia Bus Nordic AB (and subsidiaries) is indirectly owned by Concordia Bus AB, which is a holding company, with its primary asset being its investment in Concordia Bus Nordic Holding AB (and subsidiaries). Concordia Bus Nordic Holding AB's ability to service its existing debt (principal and interest) is dependent on the underlying businesses generating distributable earnings and sufficient cash flow. Furthermore, Concordia Bus AB's ability to service its existing debt is dependent on its ability to transfer profit from the underlying operating subsidiaries through Concordia Bus Nordic Holding AB to Concordia Bus AB. The non-restricted equity in the underlying operating subsidiaries,

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available for dividends, has been reduced during the year ended February 29, 2004 due to net losses, which limits the ability to pay dividends from the underlying operating subsidiaries.

        The consolidated statement of operations of Concordia Bus Nordic Holding AB demonstrates earnings generated by the underlying businesses during the year ended February 29, 2004 were not sufficient to cover the costs of Concordia Bus Nordic Holding AB. Concordia Bus Nordic Holding AB and its subsidiaries are continuing to implement changes in the operations, changes to the administrative structure as well as certain changes in the capital structures. The Group has started to see signs of significant improvements in compensation levels in new tenders with public transportation authorities.

        If the cost-cutting initiatives or other measures that the management deem to be required are not successful and losses continue, Concordia Bus Nordic Holding AB's equity base may need to be restored and, if Concordia is not able to comply with the covenants of the debt agreement, it may require waivers from its lenders or additional equity funding in order to continue to present financial statements under the assumption that it will continue as a going concern.

        These financial statements have been prepared under the assumption that Concordia will be successful in its initiatives and, consequently, they have been prepared assuming that Concordia will continue as a going concern. These financial statements have also been prepared under the assumption that Concordia will be in compliance with covenants associated with the senior secured notes. If Concordia were to be in breach of some of those covenants during the next 12 months, and if the lenders so elected, a large portion of the long-term debt amounting to SEK 1,198 million would become immediately due and payable.

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Note 30. Subsidiaries of Concordia

        Concordia has the following wholly owned subsidiaries:

	Company's registration number	Number of shares	Participation (%)
Operating companies
Concordia Bus Nordic AB	556031-8569	160,000	100
—Interbus Göteborg AB	556097-8990	5,000	100
—Swebus AB	556057-0128	3,000	100
—Swebus Busco AB	556583-0527	1,000	100
—Swebus Express AB	556358-3276	5,000	100
Foreign subsidiaries
—Concordia Bus Finland Oy AB	0505988-8	2,000	100
—Ingeniør M.O. Schøyens Bilcentraler A/S	915768237	750	100
Real estate companies
—Swebus Fastigheter AB	556031-3354	10,000	100
—Subsidiaries to Swebus Fastigheter AB:
—Alpus AB	556011-6571	10,000	100
—Malmfältens Omnibus AB	556032-0359	960	100
—Enköping-Bålsta Fastighetsbolag AB	556012-9388	1,500	100
Dormant companies
—Arlanda buss AB	556030-5335	1,000	100
—Billingens Trafik AB	556027-3137	14,000	100
—Enköping-Bålsta Trafik AB	556410-2894	1,000	100
—Gävle Trafik AB	556031-1812	70,000	100
—Hälsinge Wasatrafik AB	556039-2622	1,550	100
—AB Härnösandsbuss	556029-8258	3,000	100
—Karlstadsbuss AB	556051-2039	3,000	100
—AB Kristinehamns Omnibusstrafik	556043-6445	9,000	100
—Saltsjöbuss AB	556210-1500	2,500	100
—Swebus Service AB	556041-6736	1,000	100
—Swebus Västerås AB	556115-9988	5,100	100
—Tumlare Buss AB	556068-5975	1,010	100
—Wasabuss AB	556416-2419	1,000	100
—Wasatrafik AB	556048-9188	2,400	100
—AS Concordia Bus Baltic Holding*	10675176	40,000	100

*

AS Concordia Bus Baltic Holding was liquidated April 7, 2004.

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Note 31. Related party transactions

        Two of the supervisory board members of Concordia Bus BV, the ultimate parent company of Concordia Bus Nordic Holding AB, are appointed by Schøyen Gruppen A/S ("Schøyen Group") and two are appointed by Bus Holdings S.A.R.l, an affiliate of Goldman Sachs International. Each director may receive compensation for services in that capacity. Erik Linnarsson is a partner at Advokatfirman Lindahl HB, which acts as legal counsel to Concordia, and is a director of certain of Concordia's operating subsidiaries.

        In connection with Concordia Bus Nordic's issuance of the EUR 130 million senior secured notes in January 2004, Goldman Sachs International was engaged to provide assistance in the process of securing such offering. Their fees for such services were SEK 31 million.

        Under a lease arrangement between Schøyen Group and Ingeniør M.O. Schøyens Bilcentraler A/S ("SBC"), Schøyen Group has leased depots and other real property to SBC, a subsidiary of Concordia, for a period of ten years ending in 2009. The rentals paid were SEK 13 million, SEK 15 million, and SEK 14 million for the years ended February 29, 2004, February 28, 2003, and February 28, 2002, respectively.

        Schøyen Prosjekt and Finans ASA, an affiliated company of Schøyen Group, was engaged to provide consulting services in relation to the acquisition by Concordia of Sporveiebussen AS, an operator of approximately 160 buses in Norway. The fees paid for their services were SEK 0.6 million, SEK 0.3 million for the years ended February 28, 2002 and 2003, respectively. In addition, during the year ended February 28, 2002 they were engaged in connection with securing the sale and leaseback of properties belonging to Swebus AB, a subsidiary of Concordia. For the year ended February 28, 2002, their fees for this service were SEK 2.4 million.

        In addition to being 18% owned by Schøyen Group, Schøyen Prosjekt and Finans ASA is 72% owned by Finans Forvaltning AS. Finans Forvaltning AS is 51% owned by Frode Larsen, 22.25% owned by Georg Kervel, and 4.5% owned by Harold Arnvaern, all of whom are members of the board of directors of Concordia Bus BV.

        Concordia Bus Management A/S, an affiliated company 100% owned by Concordia Bus BV, has provided management services to Concordia and its subsidiaries. A management fee has been charged to Concordia and their subsidiaries for these services amounting to SEK 25 million, SEK 23 million, and SEK 15 million for years ended February 29, 2002, February 28, 2003, and February 28, 2004, respectively.

        Within the Concordia Bus BV group external debt has been issued by Concordia Bus Nordic Holding AB and its direct parent, Concordia Bus AB. Such external debt is used to finance operations within the group. Concordia Bus Nordic Holding AB has a net non-current liability to affiliated companies amounting to SEK 339 million on February 29, 2004. Interest paid by Concordia to affiliated companies, net of interest received from affiliated companies, was SEK 26 million and SEK 24 million for the years ended February 28, 2003 and February 29, 2004, respectively. Interest received by Concordia from affiliated companies, net of interest paid to affiliated companies, was SEK 3 million for the year ended February 28, 2002.

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Note 32. Reconciliation to accounting principles generally accepted in the United States of America

        Accounting policies used by the Concordia Bus Nordic Holding AB and subsidiaries conform with accounting principles generally accepted in Sweden ("Swedish GAAP") which differ in certain significant respects from accounting principles generally accepted in the United States of America ("U.S. GAAP"). Below are descriptions of these differences and a reconciliation of net loss, shareholder's equity and cash flows to U.S. GAAP.

		Note	Year ended February 28, 2003		Year ended February 29, 2004
Net loss under Swedish GAAP			(179	)	(171	)
Adjustments:
	Goodwill amortization	(a)	13		13
	Push-down accounting	(b)	—		—
	Pensions	(c)	1		2
	Refund from defined contribution pension plan	(d)	—		—
	Derivative financial instruments	(e)	(11	)	26
	Sale-leaseback of real estate	(f)	7		15
	Lease classification	(g)	(8	)	(6	)
	Restructuring	(h)	—		6
Tax effect of U.S. GAAP adjustments			9		(12	)
Net loss under U.S. GAAP			(168	)	(127	)
Weighted-average number of shares outstanding			300		300
Primary and diluted net loss per share under U.S. GAAP (in thousands of SEK)			(560	)	(425	)

		Note	February 28, 2003		February 29, 2004
Shareholder's equity under Swedish GAAP			412		235
Adjustments:
	Goodwill amortization	(a)	6		19
	Push-down accounting	(b)	564		570
	Pensions	(c)	(7	)	(5	)
	Refund from defined contribution pension plan	(d)	54		54
	Derivative financial instruments	(e)	(26	)	—
	Sale-leaseback of real estate	(f)	(51	)	(35	)
	Lease classification	(g)	(11	)	(17	)
	Restructuring	(h)	—		6
Tax effect of U.S. GAAP adjustments			11		(1	)
Shareholder's equity under U.S. GAAP			952		826

        Under Swedish GAAP, Concordia's cash flow statements are presented in accordance with the Swedish Financial Accounting Standards Council's recommendation No. 7. These statements present substantially the same information as is required under U.S. Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows," although the classification of certain items is different.

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        A summary of Concordia's operating, investing and financing activities, classified in accordance with U.S. GAAP, utilizing the amounts shown in the Swedish GAAP cash flow statement, are as follows:

	Year ended February 28, 2003		Year ended February 29, 2004
Cash flows provided by (used in) operating activities	(54	)	26
Cash flows provided by (used in) investing activities	(134	)	(8	)
Cash flow provided by (used in) financing activities	(109	)	147
Net increase (decrease) in cash and bank balances	(297	)	165

(a)   Goodwill amortization

        For Swedish GAAP, Concordia amortizes goodwill balances based on their estimated economic lives and assesses the balances for impairment whenever there is an indicator that the assets may be impaired. Effective March 1, 2002, Concordia adopted Statement of Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible Assets," for U.S. GAAP purposes. SFAS No. 142 requires goodwill to no longer be amortized, but instead be tested for impairment upon adoption of SFAS No. 142, as well as on an annual basis, and more frequently if circumstances indicate a possible impairment. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized. Prior to adopting SFAS No. 142, for U.S. GAAP purposes, Concordia amortized goodwill balances over their estimated economic lives, not to exceed twenty years, and assessed the balances for impairment whenever events or changes in circumstances indicated that the carrying amounts may not be recoverable.

        Upon the adoption of SFAS No. 142, the transition provisions of SFAS No. 141, "Business Combinations," also became effective requiring, in certain circumstances, the reclassification of amounts between recognized goodwill and other intangibles relating to previous business combinations. The transition provisions of SFAS No. 141 did not affect any of Concordia's previously reported goodwill under U.S. GAAP.

        Under SFAS No. 142, the U.S. GAAP goodwill impairment test is performed at the reporting unit level and is comprised of two steps. The initial step is designed to identify potential goodwill impairment by comparing an estimate of the fair value of the applicable reporting unit to its carrying value, including goodwill. Concordia's measurement of fair value is based on an evaluation of both future discounted cash flows, consistent with those utilized in Concordia's annual planning process, and public company trading multiples. If the carrying value exceeds fair value, a second step is performed, which compares the implied fair value of the applicable reporting unit's goodwill with the carrying amount of that goodwill, to measure the amount of goodwill impairment, if any. Subsequent reversal of a recognized impairment loss is prohibited.

        Upon adoption of SFAS No. 142, Concordia performed transitional impairment tests of goodwill under U.S. GAAP. As a result of these impairment tests, no impairment charges were recognized at the date of adoption. Subsequent annual impairment tests are performed, at a minimum, on goodwill in conjunction with Concordia's annual planning process. No impairments were recorded under U.S. GAAP as a result of the annual impairment tests.

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(b)   Push-down accounting

        A greater amount of goodwill is recorded under U.S. GAAP compared to Swedish GAAP. The greater amount of goodwill for U.S. GAAP purposes is primarily a result of the fact that approximately SEK 680 million of goodwill, which was created when Concordia's shareholder acquired Concordia on January 14, 2000, was not required to be pushed down to the financial statements of Concordia in accordance with Swedish GAAP. U.S. GAAP requires such goodwill be pushed down since Concordia became wholly owned by one shareholder as a result of the acquisition. That greater amount of goodwill was amortized under U.S. GAAP until February 28, 2002 at which time amortization was ceased as described in (a) above.

(c)   Pensions

        Both Swedish and U.S. GAAP have the same objective, which is the accrual for the projected cost of providing such pension benefits. There are certain differences with U.S. GAAP being more prescriptive, requiring the use of the projected unit credit method; whereas under Swedish GAAP, the accrued benefit obligation is calculated. Other areas of differences include the actuarial assumptions, the treatment of actuarial gains and losses and plan changes. Concordia has pension arrangements under two defined benefit plans for its employees in Norway and one defined benefit plan for retired employees in Sweden.

        Concordia's defined benefit pension plan for Swedish retirees is unfunded and has 617 plan participants at February 29, 2004.

        Prior to January 1, 2004, Concordia offered two defined benefit pension plans to employees in Norway. One of the plans was for employees who begin work with Concordia before the age of 58 years. Such plan is funded and has 670 plan participants at February 29, 2004. The plan assets are invested in a combination of equity securities, government guaranteed bonds, real estate and other high-grade long-term investments. The other plan was for employees who begin work at the age of 58 years or later. Such plan is not funded and includes 511 plan participants at February 29, 2004. Beginning January 1, 2004, the two defined benefit plans were closed to new enrollments. Instead, new must enroll in SBC's defined contribution plan.

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        The amounts computed in accordance with U.S. GAAP as shown below relate to the defined benefit pension plans described previously:

		2003		2004
Change in benefit obligation:
	Benefit obligation beginning of the year	191		196
	Service cost	6		4
	Interest cost	13		11
	Actuarial (gains) losses	1		(1	)
	Benefits paid	(15	)	(16	)
	Other	—		(2	)
	Benefit obligation end of the year	196		192
Change in plan assets:
	Fair value of plan assets at the beginning of the year	112		116
	Actual return on plan assets	8		7
	Employer contributions	11		4
	Benefits paid	(15	)	(6	)
	Other	—		(5	)
	Fair value of plan assets at the end of the year	116		116
	Funded status	(80	)	(76	)
	Unrecognized net actuarial loss	9		14
	Accrued benefit obligation	(71	)	(62	)
Components of net pension cost:
	Service cost	6		4
	Interest cost	13		11
	Expected return on plan assets	(8	)	(7	)
	Amortization of net actuarial (gain) loss	(1	)	—
	Social charges	1		—
	Net pension cost	11		8
Weighted-average assumptions at year end:
	Discount rates	5.5–8.0	%	5.5–7.0	%
	Expected return on plan assets	7.0	%	6.0	%
	Rate of compensation increases	3.0	%	3.0	%
	Inflation rates	2.0	%	2.0	%

        A reconciliation of the above disclosures, which are combined for Concordia's three defined benefit plans, to the amounts recorded in the balance sheet is as follows:

	February 28, 2003		February 29, 2004
Norwegian plan with net prepaid pension asset	11		11
Norwegian plan with net pension obligation	(18	)	(16	)
Swedish plan with net pension obligation	(64	)	(57	)
Net accrued pension benefit obligation	(71	)	(62	)

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        In regards to the plans having a net pension obligation, the following is the funded status of those plans on a combined basis, before consideration of unrecognized items:

	February 28, 2003		February 29, 2004
Accumulated benefit obligation	(73	)	(62	)
Fair value of plan assets	—		—
Funded status	(73	)	(62	)

        For other active employees the entities in the Swebus group have individual plans or participate in plans administered outside Concordia. These pension plans are generally non-contributory for the employees and cover substantially all of Swebus employees.

(d)   Refund from defined contribution pension plan

        Swedish companies participate in a collectively bargained pension plan for all Swedish white-collar employees (a multiemployer pension plan). Required contributions to the plan are charged to earnings as they become due and payable for purposes of both Swedish GAAP and U.S. GAAP. In 1998, the plan administrator ("SPP") announced a significant surplus in the plan and that the surplus would be refunded to plan participants. In 1999, the plan administrator announced how much each employer would receive. In 2000, actual payment terms were announced, which include an initial cash refund based on a formula (which resulted in a refund of 20% of the calculated share of surplus for many companies) with the remainder applied as a credit against future premiums or potentially transferred to another entity. Until the surplus was refunded to participating companies, it was the legal property of the pension plan. Under Swedish GAAP, the refund was recognized as an asset as part of the net assets of which were acquired by its shareholder on January 14, 2000. Such accounting treatment differs from the accounting treatment under U.S. GAAP, where any refunds under a defined contribution plan are recognized as income in the period when the refund can actually be utilized. Thus, under U.S. GAAP, no asset for this refund was recognized in connection with the acquisition of Concordia by its shareholder. As of February 28, 2002, Concordia had received the full amount of the refund in cash and, consequently, had recognized the amount in income under U.S. GAAP.

(e)   Financial instruments

Derivative Financial Instruments:

        Concordia uses financial instruments to manage risks associated with interest rate exposure on variable rate debt, fuel price risk and foreign currency exposure associated with Euro-denominated debt. These financial instruments include interest rate swaps, fixed price fuel contracts and foreign currency contracts.

        Under Swedish GAAP, hedge accounting is used as long as a hedge is considered effective and then the fair value of the hedge instrument is held off balance sheet. The net settlement of the instrument is recorded on the same line as the expense from the hedge exposure.

        U.S. GAAP requires that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value. U.S. GAAP requires that changes in a derivative's fair value be

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recognized currently in earnings unless specific criteria are met to account for such financial instruments as hedges. Concordia accounts for changes in the fair value of all its derivative financial instruments through income as it has not chosen to designate any of the derivative instruments as hedges for U.S. GAAP purposes.

Fair Values of Financial Instruments

        The carrying amounts of Concordia's categories of financial fixed assets, accounts and other current receivables, cash and cash balances approximated their respective fair values at February 29, 2003 and February 28, 2004. Similarly, the carrying amounts of Concordia's categories of non-current liabilities and current liabilities approximated their respective fair values at February 29, 2003 and February 28, 2004.

        The fair values of derivative financial instruments held by Concordia at February 29, 2004 are included in Note 28. In certain circumstances, the fair values of the derivatives financial instruments are not recorded for Swedish GAAP reporting purposes. However, for U.S. GAAP reporting purposes, the carrying amounts of all derivative financial instruments are equal to their fair values as stated above.

(f)    Sale-leaseback of real estate

        Under Swedish GAAP, a gain incurred in connection with a sale-leaseback transaction where the criteria for a financial lease transaction is not fulfilled and where the transaction is based on fair value should be recognized in the period when the sales transaction has been consummated. Under U.S. GAAP, any gain on a sale-leaseback transaction where a majority of the assets are retained by the seller must be deferred and recognized over the life of the lease, if a capital lease, or in proportion to gross rentals if an operating lease.

        In periods prior to March 1, 2002, Concordia sold properties and simultaneously leased them back. Under Swedish GAAP, Concordia recorded immediate net gains related to these sale-leaseback transactions in its statement of operations. Under U.S. GAAP, the net gains related to these transactions were deferred and are being amortized in relation to the lease agreement.

(g)   Lease classification

        Under Swedish GAAP, leases are reported in the consolidated financial statements as capital leases if the lease entails the transfer to the lessee, to a material extent, of the economic risks and benefits generally associated with ownership. If this is not the case, the lease is reported as an operating lease and the lease payments are expensed as incurred.

        Under U.S. GAAP, specific criteria are used to determine whether a lease is a capital lease. Specifically, a capital lease is one where either the minimum payments are in excess of 90% of the fair market value, the leased assets or the lease term is equal to or greater than 75% of the estimated economic life of the property, the lease contains a bargain purchase option, or the lease transfers ownership of the property to the lessee at the end of the lease term.

        Certain of Concordia's leases, that resulted from the sale-leaseback transactions entered into by Concordia as described in (f), are capital leases for U.S. GAAP purposes and operating leases for Swedish GAAP purposes.

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(h)   Restructuring

        For Swedish GAAP, Concordia recorded a restructuring provision of SEK 6 million at February 29, 2004, relating to one-time, employee termination costs pertaining to the close-down of operations in Gothenburg, Sweden which will occur after February 29, 2004. As the employees must continue working for longer than a minimum retention period to receive the termination benefit, the termination costs are deemed to have future benefit under U.S. GAAP. As a result, under U.S. GAAP, the termination costs cannot be recognized as a provision at February 29, 2004. Instead, the fair value of the obligation at February 29, 2004 will be recognized for U.S. GAAP ratably over the estimated remaining service period of the employees.

(i)    Comprehensive loss

        The following presents comprehensive loss, defined as changes in the stockholder's deficit of Concordia as a result of transactions other than those with the owner:

		Year ended February 28, 2003		Year ended February 29, 2004
Net loss		(168	)	(127	)
Other comprehensive income (loss):
	Change in cumulative translation adjustment	(9	)	1
Comprehensive loss		(177	)	(126	)

(j)    Changes in shareholder's equity

	Shareholder's Equity
Shareholder's equity March 1, 2002	1,231
Group contribution to shareholder	(141	)
Income tax effect on group contribution to shareholder	39
Change in cumulative translation adjustment	(9	)
Net loss	(168	)
Shareholder's equity February 28, 2003	952
Change in cumulative translation adjustment	1
Net loss	(127	)
Shareholder's equity February 29, 2004	826

(k)   New accounting principles for U.S. GAAP

Costs of Exit or Disposal Activities

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Under SFAS No. 146, a company measures costs associated with an exit or disposal activity at fair value and recognizes costs in the period in which the liability is incurred rather than at the date of a commitment to an exit or disposal plan. Concordia was required to apply SFAS No. 146 on a prospective basis to all exit and disposal activities initiated after December 31, 2002. The application of SFAS No. 146 during the year ended February 29, 2004 did

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not have any impact on Concordia's consolidated financial position or results of operations except as previously described in (h).

Accounting for Certain Guarantees

        In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 applies to certain guarantees that a company gives to third parties and requires that a company recognize, at the inception of giving the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee even if it is not probable that payments will be required under the guarantee. Concordia was required to apply FIN No. 45 on a prospective basis to applicable guarantees issued or modified after December 31, 2002. The application of FIN No. 45 during the year ended February 29, 2004 did not have any impact on Concordia's consolidated financial position or results of operations.

Consolidation of Variable Interest Entities

        In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities," which was later revised in December 2003. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003 and to "special purpose entities" regardless of their date of creation. The consolidation requirements apply to older, non-special purpose entities for the year ended February 28, 2005. The adoption of the applicable provisions of FIN No. 46 during the year ended February 29, 2004 did not have any impact on Concordia's consolidated financial position or results of operations. The remaining provisions become effective after February 29, 2004, but management does not expect that such provisions will have a material impact on Concordia's consolidated financial position or results of operations.

Certain Rescissions, Amendments and Technical Corrections

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Lastly, SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Certain provisions of SFAS No. 145 became effective during the year ended February 28, 2003 but did not have any impact on Concordia's consolidated financial position or results of operations. The

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remaining provisions became effective during the year ending February 29, 2004, but did not have any impact on Concordia's consolidated financial position or results of operations.

Asset Retirement Obligations

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." Under SFAS No. 143, a company is required to recognize the fair value of a liability for legal and constructive obligations associated with the retirement of tangible, long-lived assets in the period incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The adoption of SFAS No. 143 on March 1, 2003 did not have any impact on Concordia's consolidated financial position or results of operations.

Accounting Guidance on Derivatives Amended and Clarified

        During April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 requires that contracts with comparable characteristics be accounted for similarly. In particular, SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, SFAS No. 149 clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts as either derivatives or hybrid instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The application of SFAS No. 149 during the year ending February 29, 2004 did not have any impact on Concordia's consolidated financial position or results of operations.

Financial Instruments with Characteristics of both Liabilities and Equity

        During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how a company classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires a company to classify as liabilities (or assets in some circumstances) three types of freestanding financial instruments that embody obligations for a company. One type is mandatorily redeemable shares, which a company is obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts, involves instruments that do or may require a company to buy back some of its shares in exchange for cash or other assets. The third type of instruments that are liabilities under SFAS No. 150 are obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuers' shares. Under previous accounting rules, a company could account for those three types of instruments as equity. SFAS No. 150 also requires disclosures about alternative ways of settling the instruments and the capital structure of entities, all of whose shares are mandatorily redeemable. SFAS No. 150 is effective for financial instruments entered into by Concordia or modified after May 31, 2003, and otherwise is effective for

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Concordia beginning March 1, 2004. The application of SFAS No. 150 during the year ending February 29, 2004 to instruments which were new or modified after May 31, 2003 did not have any impact on Concordia's consolidated results of operations or financial position. The application of SFAS No. 150 to all other instruments beginning March 1, 2004 did not have any impact on Concordia's consolidated results of operations or financial position.

Revenue Arrangements with Multiple Deliverables

        In November 2002, the Emerging Issues Task Force of the FASB reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables" (EITF 00-21), providing further guidance on how to account for multiple element revenue contracts. EITF 00-21 is effective for all revenue arrangements entered into on or after January 1, 2004. The application of EITF 00-21 to revenue arrangements entered into on or after January 1, 2004 did not have any impact on Concordia's consolidated results of operations or financial position.

Note 33. Accounts receivable

        Accounts receivable and related allowance for doubtful accounts was as follows:

	February 28, 2003		February 29, 2004
Accounts receivable	337		318
Less: Allowance for doubtful accounts	(3	)	(8	)
Net accounts receivable	334		310

        As Concordia's customers are primarily governmental, Concordia has not experienced significant uncollectibility problems historically. Changes in the allowance for doubtful accounts were as follows:

Allowance for doubtful accounts receivable:	Year Ended Feburary 28, 2002		Year Ended Feburary 28, 2003		Year Ended February 29, 2004
Beginning balance	(1	)	(4	)	(3	)
Additions to allowance charged to expense	(3	)	(2	)	(5	)
Accounts receivable written off against the allowance	0		3		0
Ending balance	(4	)	(3	)	(8	)

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INDEPENDENT AUDITORS' REPORT

        To the Board of Directors and Shareholder of Swebus AB

        We have audited the accompanying balance sheets of Swebus AB (the "Company") as of February 28, 2003 and February 29, 2004, and the related statements of operations and cash flows for each of the three years in the period ended February 29, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2003 and February 29, 2004, and the results of its operations and its cash flows for each of the three years in the period ended February 29, 2004 in conformity with accounting principles generally accepted in Sweden.

        Accounting principles generally accepted in Sweden vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net loss for the years ended February 28, 2003 and February 29, 2004 and the determination of shareholder's equity and financial position at February 28, 2003 and February 29, 2004 to the extent summarized in Note 16.

Deloitte & Touche AB
Stockholm, Sweden
May 24, 2004

F-49

SWEBUS AB

STATEMENTS OF OPERATIONS

(all amounts in millions of SEK, except share and per share amounts)

	Note	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Net revenue for bus services		3,035		3,440		3,506
Other operating income		97		84		72
Total revenue	2	3,132		3,524		3,578
Operating expenses
Fuel, tires and other consumables	2	(626	)	(686	)	(688	)
Other external costs	3	(909	)	(1,058	)	(1,090	)
Personnel costs	4	(1,674	)	(1,933	)	(1,984	)
Depreciation of tangible assets	6,7	(26	)	(10	)	(11	)
Operating loss	2	(103	)	(163	)	(195	)
Interest income from affiliated companies	15	17		68		56
Other interest income and similar items		3		—		—
Interest expense to affiliated companies	15	(126	)	(70	)	(64	)
Other interest expense		—		(1	)	(1	)
Other financial expenses		(3	)	(1	)	(2	)
Loss before income taxes		(212	)	(167	)	(206	)
Income taxes	5	54		44		42
Net loss		(158	)	(123	)	(164	)
Weighted-average number of shares outstanding		3,000		3,000		3,000
Net loss per share (SEK)		(52,634	)	(40,885	)	(54,575	)

The accompanying notes are an integral part of these financial statements.

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SWEBUS AB

BALANCE SHEETS

(all amounts in millions of SEK)

ASSETS	Note	February 28, 2003	February 29, 2004
Fixed assets
Tangible fixed assets
Leasehold improvements		1	1
Vehicles	6	18	19
Equipment, tools, fixtures and fittings	7	15	15
Total tangible fixed assets		34	35
Financial fixed assets
Receivables due from affiliated companies	15	639	188
Deferred income tax asset	5	6	—
Total financial fixed assets		645	188
Total fixed assets		679	223
Current assets
Inventory		26	23
Current receivables and other current assets
Accounts receivables	17	268	243
Receivables due from affiliated companies	15	—	9
Other current receivables		26	75
Accrued income and prepaid expenses	8	156	219
Total receivables and other current assets		450	546
Cash and bank balances	9	155	175
Total current assets		631	744
TOTAL ASSETS		1,310	967

The accompanying notes are an integral part of these financial statements.

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SWEBUS AB

BALANCE SHEETS

(all amounts in millions of SEK)

SHAREHOLDER'S EQUITY AND LIABILITIES	Note	February 28, 2003		February 29, 2004
Shareholder's equity	10
Restricted equity
Share capital (3,000 shares at par value SEK 100)		0		0
Restricted reserves		0		0
Total restricted equity		0		0
Non-restricted equity
Retained earnings		398		399
Net loss for the year		(123	)	(164	)
Total non-restricted equity		275		235
Total shareholder's equity		275		235
Liabilities
Provisions
Pension liability		4		4
Provision for loss making contracts		21		62
Other provisions	11	—		6
Total provisions		25		72
Non-current liabilities
Other non-current liabilities	12	12		8
Liabilities to affiliated companies		446		—
Total non-current liabilities		458		8
Current liabilities
Accounts payable		198		220
Other liabilities		46		109
Accrued expenses and deferred income	13	308		323
Total current liabilities		552		652
TOTAL SHAREHOLDER'S EQUITY AND LIABILTIES		1,310		967
PLEDGED ASSETS AND CONTINGENT LIABILITIES
Pledged assets
Floating charges	14	100		100
Contingent liabilities
Guarantee on behalf of Concordia Bus Nordic AB	14	—		1,198

The accompanying notes are an integral part of these financial statements.

F-52

SWEBUS AB AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

(all amounts in millions of SEK)

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Operating activities
Loss before income taxes	(212	)	(167	)	(206	)
Adjustments for items excluded from cash flows:
Depreciation	26		10		11
Capital losses	1		—		—
Change in pension liability	(1	)	—		—
Change in provision for loss contracts	(5	)	6		46
Change in interest receivable	—		—		(9	)
Change in interest payable	(57	)	(5	)	17
Cash flows used in operating activities before changes in working capital	(248	)	(156	)	(141	)
Change in working capital:
(Increase) decrease in inventory	(5	)	(6	)	3
(Increase) decrease in current receivables	(108	)	202		535
Decrease in current liabilities	(230	)	(53	)	(363	)
Change in working capital	(343	)	143		175
Net cash flows provided by (used in) operating activities	(591	)	(13	)	34
Investing activities
Investments in intangible fixed assets	(1	)	—		—
Investments in tangible fixed assets	(17	)	(7	)	(11	)
Sales of tangible fixed assets	19		—		—
Sales of financial fixed assets	60		—		—
Net cash flows provided by (used in) investing activities	61		(7	)	(11	)
Financing activities
Payments of financial lease obligations	—		(4	)	(3	)
Group contribution received	199		—		—
Shareholder's contribution received	317		—		—
Net cash flows provided by (used in) financing activities	516		(4	)	(3	)
Net increase (decrease) in cash and bank balances	(14	)	(24	)	20
Cash and bank balances at beginning of year	193		179		155
Cash and bank balances at end of year	179		155		175

The accompanying notes are an integral part of these financial statements.

F-53

SWEBUS AB

NOTES TO FINANCIAL STATEMENTS

(all amounts in millions of SEK unless otherwise stated)

Note 1: Organization and accounting principles

Organization

        Swebus AB ("Swebus") is a Swedish registered limited liability company, wholly owned by Concordia Bus Nordic AB (reg no 556031-8569) with its registered office in Stockholm, Sweden. The final operational parent company is Concordia Bus BV. The primary operations of Swebus consist of providing regular bus services under contract to transit authorities in Sweden.

        During January 2004, Swebus' shareholder, Concordia Bus Nordic AB, issued EUR 130 million of 9.125% senior secured notes due August 1, 2009. Concordia Bus Nordic AB pledged its shares in certain of its subsidiaries, including Swebus, as collateral for the senior secured notes, and Swebus, together with other affiliated companies, is a guarantor of the notes. See Note 14.

Accounting Principles

        The financial statements of Swebus have been prepared in accordance with accounting principles generally accepted in Sweden ("Swedish GAAP") and, thus, have been prepared in accordance with the Swedish Annual Accounts Act, as well as in accordance with recommendation and statements from the recommendations of the Swedish Accounting Standards Board ("Bokföringshämnden" or "BFN"). Swebus' accounting policies, as described below, have been applied consistently in all periods presented.

        Swebus is required to reconcile its financial statements to accounting principles generally accepted in the United States of America ("U.S. GAAP"). Significant differences between Swedish GAAP and U.S. GAAP are described in Note 16.

Currency

        These financial statements have been prepared in SEK. References to "SEK", "Swedish krona" or "Swedish kronor" are to Swedish currency.

Revenue recognition

        The majority of Swebus' revenues arise from contracts with local public transportation authorities ("CPTA") having contract terms of up to 8 years ("CPTA contracts"). CPTA contracts generally provide Swebus with fixed fee revenue in return for the contracted bus services. Such fixed fees are generally subject to periodic adjustment for certain changes in costs incurred or cost indices. Accordingly, all ticket revenues collected by Swebus on such contracts, referred to as gross agreements, are forwarded to the local public transportation authorities, and Swebus receives its fixed fees regardless of the number of passengers transported. Revenues earned by Swebus on certain other CPTA contracts, referred to as net agreements, are based on or consider the number of passengers transported. Swebus recognizes CPTA revenue as services are provided. Where appropriate, revenue amounts are shown net of value-added taxes.

        Revenue also includes rental income, sale of fuel and diesel and engineering services. The revenue resulting from other operating activities are recognized when the product is delivered or the service is performed.

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Income Taxes

        The total income tax expense of Swebus consists of current and deferred income taxes. Deferred income tax primarily consists of estimated tax on changes in untaxed reserves for the year and the unused portions of income tax loss carryforwards to the extent that these losses can be used in the future as a reduction of future taxable income. The deferred income tax position is calculated using the enacted tax statutory rate.

Depreciation

        Annual depreciation and amortization is computed using a straight-line method based on the following percentages:

Leasehold improvements	20–33%
Vehicles	7.15–33%
Equipment, tools, fixtures and fittings	10–33%

Tangible fixed assets

        Tangible fixed assets are valued at cost, less accumulated depreciation and impairment charges.

Impairment of tangible fixed assets

        Impairment reviews of tangible fixed assets are performed whenever there is an indication of possible impairment. The carrying values of fixed assets are not considered to be recoverable when the expected discounted cash flows from those assets are less than their carrying values. An impairment loss is determined based on the amount by which the carrying value exceeds the fair value of those assets. Losses on fixed assets to be disposed of are determined in a similar manner, taking into account the selling price reduced by the costs of disposal.

Receivables and payables in foreign currencies

        Receivables and payables in foreign currencies are valued using the rate as of the balance sheet date. Gains and losses on trade receivables and payables are reported under operating profit (loss). Gains and losses related to other receivables and payables are reported under financial income and expense.

Inventories

        Inventories are valued at the lower of cost, using the first in first out method, or market value after provision for obsolescence.

Loss making contracts

        A significant portion of Swebus' revenues are derived from five to eight-year year contracts with municipalities to provide bus services in a particular area. Under the terms of the contracts, the revenues are generally indexed at a rate corresponding to a consumer price index or a net price index. Due to changes in circumstances and because costs have generally increased more quickly than revenues, such contracts may become loss making. Swebus records a provision for such loss

F-55

making contracts at the lowest level for which there are separate identifiable cash independent cash flows. Losses are recognized in the period in which management determines that cumulative losses will be incurred on a particular contract. The loss is computed after taking into account direct costs related to the service provided under the contract including depreciation or operating rentals on the related buses which will be used to meet the service obligation. Provisions for loss making contracts have been made on an individual basis for the contracts where contractual revenues do not cover the estimated costs without regard to other profitable contracts. The provision is calculated as the difference between the estimated costs to fulfil the contractual commitment and the contractual revenues.

Restructuring

        Swebus records provisions for restructuring and related activities only after the detailed formal plan for the restructuring has been formulated and either the implementation commences or the main features of the plan have been announced to those affected by it. Provisions for restructuring include only the direct expenditures arising from the restructuring, which are those that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the enterprise.

Leasing

        Leases are classified in the financial statements as either finance leases or operating leases. A finance lease transfers to the lessee the significant economic risks and rewards of ownership. If this is not the case, the lease is an operating lease. For each finance lease, a fixed asset is reported in the balance sheet and a corresponding lease obligation is recorded as a liability. In the statement of operations, the costs of finance leases are reported as depreciation of the carrying value of the fixed asses and interest expense on the lease obligation. For operating leases, no asset or liability is recorded in the balance sheet. In the statement of operations, the periodic rental payments for operating leases are expensed on a straight-line basis.

Cash flow statement

        The cash flow statement is derived from the statement of operations and other changes between opening and closing balance sheets. The cash and bank balances in the cash flow statement includes securities, time deposits and bank overdrafts.

Use of estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities to the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

Segment information

        Swebus operates in one segment only, the CPTA business in Sweden.

F-56

Note 2. Operating income and operating expenses

Sales to affiliated companies

        Net sales from bus services includes sale to affiliated companies of SEK 24 million, SEK 32 million and SEK 15 million for the years ended February 29, 2004, February 28, 2003 and February 28, 2002 respectively. Other operating income includes revenues from affiliated companies of SEK 14 million, SEK 19 million and SEK 12 million for the years ended February 29, 2004, February 28, 2003 and February 28, 2002 respectively. Other operating income mainly relates to the sale of diesel and other income from affiliated companies, including workshop services.

Purchases from affiliated companies

        Operating expenses includes purchases from affiliated companies of SEK 338, SEK 372, and SEK 353, respectively, for the years ended February 28, 2002, February 28, 2003, and February 29, 2004. Purchases from affiliated companies included operating lease rental payments of SEK 234, SEK 314, and SEK 306, respectively, for the years ended February 28, 2002, February 28, 2003, and February 29, 2004.

Note 3. Other external expenses

Remuneration and cost compensation to auditors	Year Ended February 28, 2003	Year Ended February 29 2004
(amounts in thousands of SEK)
Deloitte & Touche AB
Audit fees	741	750
Other consultancy fees	749	191
Total	1,490	941

        Audit fees represent the independent auditors examination of the financial statements. The audit fees also represents fees in conjunction with the auditor's examination of significant decisions, actions taken and circumstances of the Company in order to be able to determine the possible liability to the Company of any Board Member or the Managing Director or whether they have in some other way acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. All other services provided are included in "other consultancy fees".

Operating lease fees	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29, 2004
Fees paid to affiliated companies	234	315	306
Fees paid to others	150	249	292
Total	384	564	598

        Swebus had 1,049 buses under operating lease agreements at February 29, 2004 compared to 939 at February 28, 2003 and 601 at February 28, 2002. Swebus also has nine properties under operational leasing agreements in which it conducts its business. At February 29, 2004, the net present value of future leasing payments for buses was SEK 772 compared to SEK 833 at February 28, 2003 and SEK 563 at February 28, 2002. At February 29, 2004, the net present value

F-57

of sublease rental payments to be received by Swebus relating to buses was SEK 21 compared to SEK 35 at February 28, 2003 and SEK 32 at February 28, 2002. At February 29, 2004, the net present value of future leasing payments for properties was SEK 52 compared to SEK 58 at February 28, 2003 and SEK 65 at February 28, 2002.

        Future lease payments for rentals due calculated at net present value are as follows:

	February 28, 2003	February 29, 2004
Net present value of future lease payments
—Vehicles (Buses)	833	772
—Real estate and other	58	52
Total	891	824

        The table below summarises the net present value of the future lease payments for the Concordia Bus Nordic group regarding buses under operational leasing contracts and the expected maturity as of February 29, 2004.

        Total future minimum lease payments discounted for each of the periods are as follows:

	Total	Less than a year	1–3 years	4–5 years	After 5 years
—Vehicles (Buses)	772	243	469	60	0
—Properties	52	6	22	17	7
Total	824	249	491	77	7

        The following is a schedule by years of future minimum gross rental payments required under operating leases as of February 29, 2004.

Years Ending:
February 28, 2005	330
February 28, 2006	303
February 28, 2007	208
February 29, 2008	126
February 28, 2009	60
Later years	22
Total	1,049

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Note 4. Employees and personnel costs

Average number of employees	Year Ended February 28, 2002	Year Ended February 28, 2003	Year Ended February 29 2004
Women	711	750	911
Men	4,325	4,826	4,856
Total	5,036	5,576	5,767
Salaries, remunerations and payroll overhead
Salaries and other remunerations to board of directors and managing director(1)	1	3	3
Salaries and other remunerations to other employees	1,191	1,345	1,374
Pension costs to board of directors and managing director(1)	0	5	2
Pension costs to other employees	62	79	87
Other social security costs	402	465	466
Total	1,656	1,897	1,932

(1)

The board of directors and managing director also include the former managing director.

        Pension costs refer to payments under Swebus' defined contribution pension plan

	Year Ended February 28, 2002			Year Ended February 28, 2003			Year Ended February 29, 2004
Board members and senior management	Number	There of men		Number	There of men		Number	There of men
Members of the board	4	100	%	6	100	%	6	100	%
Managing directors and other senior management	10	80	%	11	82	%	10	90	%

Information about absence due to illness

        Absence due to illness as a percentage of ordinary working hours:

	Year Ended February 29, 2004
Total absence due to illness	12.9	%
—absence due to illness—women	18.9	%
—absence due to illness—men	11.8	%
—absence due to illness—age up to 29	8.2	%
—absence due to illness—age 30-49	12.7	%
—absence due to illness—age over 49	13.8	%
Share of long-time absence of total absence	76.7	%

F-59

Note 5. Taxes

	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29 2004
Income tax effect on group contribution received	55		42		48
Deferred income tax related to loss contracts	(1	)	2		11
Valuation allowance of deferred income tax asset	—		—		(17	)
Total income tax benefit	54		44		42
Difference between statutory income tax rate and effective income tax benefit:
Loss before income taxes	(212	)	(167	)	(206	)
Income tax according to statutory tax rate, 28%	59		47		58
Temporary differences for which deferred income tax assets have not been recorded	—		—		(15	)
Income tax effect regarding non-deductible items	(5	)	(1	)	—
Income tax on losses for which deferred income tax assets have not been recorded	—		(2	)	(1	)
Total income tax benefit	54		44		42

        The income tax rate in Sweden is 28%. The taxes are based on the loss before tax with adjustments for non deductible/non-taxable revenues/costs. Swebus AB had unrecorded accumulated tax losses amounting to SEK 9 as of February 29, 2004. The losses can be used forever. Swebus AB also had unrecorded accumulated temporary tax differences representing deferred tax benefits of SEK 21 as of February 29, 2004.

Temporary differences for tax purposes in the balance sheet

        Temporary differences exist if the values of assets and liabilities are different for tax purposes than for accounting purposes. Temporary differences have resulted in the following deferred income tax assets:

	February 28, 2003	February 29, 2004
Provision for loss making contracts	6	—
Total deferred income tax asset	6	—

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Note 6. Vehicles

	Year Ended February 28, 2003		Year Ended February 29, 2004
Accumulated acquisition cost
Beginning balance	0		21
Purchases	21		6
Sales/Disposals	—		—
Ending balance	21		27
Accumulated depreciation
Beginning balance	0		(3	)
Sales/Disposals	—		—
Depreciation for the year	(3	)	(5	)
Ending balance	(3	)	(8	)
Net book value, ending balance	18		19

        Regarding the purchase of vehicles, SEK 11, SEK 21 and SEK 1 were acquired through financial leases during the years ended February 28, 2002, February 28, 2003 and February 29, 2004, respectively. During the year ended February 29, 2004, Swebus acquired vehicles from an affiliated company in the amount of SEK 4, which was equal to the carrying amount of such vehicles on the financial statements of the affiliated company.

Note 7. Equipment, tools, fixtures and fittings

	Year Ended February 28, 2003		Year Ended February 29, 2004
Accumulated acquisition cost
Beginning balance	119		119
Purchases	6		6
Sales/Disposals	(6	)	(0	)
Ending balance	119		125
Accumulated depreciation
Beginning balance	(103	)	(104	)
Sales/Disposals	6		0
Depreciation for the year	(7	)	(6	)
Ending balance	(104	)	(110	)
Net book value, ending balance	15		15

Note 8. Accrued income and prepaid expenses

	February 28, 2003	February 29, 2004
Accrued income and prepaid expenses regarding CPTA	100	158
Other accrued income and prepaid expenses	56	61
Total	156	219

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Note 9. Cash and bank balances

        Included in cash and bank balances is the portion of Swebus' outstanding balance for the checking account connected to the Concordia checking account, where Swebus' shareholder is the contracting party with the bank. Of Swebus' total cash and bank balances, the checking account was SEK 176, SEK 152 and SEK 175 at February 28, 2002, February 28, 2003 and February 29, 2004, respectively.

Note 10. Changes in shareholder's equity

	Share capital	Statutory reserve	Retained earnings (deficit)		Net loss for the year		Total
Balances at March 1, 2001	0	0	(13	)	—		(13	)
Group contribution received	—	—	199		—		199
Tax effect on group contribution	—	—	(56	)	—		(56	)
Shareholder's contribution received	—	—	317		—		317
Net loss for the year	—	—	—		(158	)	(158	)
Balances at February 28, 2002	0	0	447		(158	)	289
Reclassification of prior year's net loss	—	—	(158	)	158		—
Group contribution received	—	—	151		—		151
Tax effect on group contribution	—	—	(42	)	—		(42	)
Net loss for the year	—	—	—		(123	)	(123	)
Balances at February 28, 2003	0	0	398		(123	)	275
Reclassification of prior year's net loss	—	—	(123	)	123		—
Group contribution received	—	—	172		—		172
Tax effect on group contribution	—	—	(48	)	—		(48	)
Net loss for the year	—	—	—		(164	)	(164	)
Balances at February 29, 2004	0	0	399		(164	)	235

Note 11. Other provisions

	February 28, 2003	February 29, 2004
Restructuring provision for close-down of operations	—	6
Total	—	6

Note 12. Other non-current liabilities

	February 28, 2003	February 29, 2004
Finance lease obligation
Payment due 1 year	5	5
Payment due 2–5 years	12	8
Total	17	13

F-62

        During the year ended February 29, 2004, Swebus entered into three finance leasing agreements. Two of the leasing agreements are for a period of 12 months and the third is for a period of 36 months.

        The following is a schedule by years of future minimum gross lease payments under finance leases together with the present value of the net minimum lease payments as of February 29, 2004:

Year ending
February 28, 2005	6
February 28, 2006	6
February 28, 2007	2
February 29, 2008	1
February 28, 2009	—
Later years	—
Total minimum gross lease payments	15
Less: Amount representing interest	(2	)
Present value of minimum lease payments	13

        During the year ended February 28, 2003 Swebus acquired ten gas buses under financial lease agreements for use in the Vänersborgtraffic. These buses are leased for three years after which Swebus intends to purchase them. The leasing fees are based on depreciation according to the annuity method and a floating interest rate. The short-term portion of the finance leasing obligation is classified as other current liabilities.

Note 13. Accrued expenses and deferred income

	February 28, 2003	February 29, 2004
Accrued expenses and deferred income regarding CPTA	83	109
Accrued employee costs	179	201
Accrued rental charges	3	3
Other accrued expenses and deferred income	43	10
Total	308	323

Note 14. Pledged assets and contingent liabilities

        During January 2004, Swebus' shareholder, Concordia Bus Nordic AB, issued EUR 130 (SEK 1,198) of 9.125% senior secured notes due August 1, 2009. Concordia Bus Nordic AB pledged its shares in certain of its subsidiaries, including Swebus, as collateral for the senior secured notes, and Swebus, together with other affiliated companies, is a guarantor of the notes. In addition, Swebus has granted a SEK 100 floating charge over Swebus' non-fixed assets as security for the notes. The floating charge represents a general pledge of Swebus' assets. The pledge arose from a loan received from Swebus' shareholder. However, the senior secured notes have first priority over this standing floating charge.

F-63

        The ability of Concordia Bus Nordic AB to repay the notes and related interest is dependent upon its receipt of sufficient cash flows from its subsidiaries' underlying operations, including Swebus. The ability to receive such cash flows is subject to certain restrictions under the laws of Sweden. Should Concordia Bus Nordic AB not be able to receive cash flows sufficient to pay the interest and principal on the borrowings when they come due or should Concordia Bus Nordic AB violate the covenants of the borrowing agreement causing the amount to become due immediately, the guarantees and security given by Swebus may be drawn upon by the noteholders which could have an material adverse impact on the financial condition and results of operations of Swebus and, consequently, could impact Swebus' ability to continue as a going concern. The financial statements of Swebus have been prepared under the assumption that such guarantees and security will not be drawn upon.

Note 15. Related party transactions

        Concordia Bus Management A/S, an affiliated company 100% owned by Concordia Bus BV, has provided management services to Swebus. Also, Concordia Bus Nordic AB has provided certain IT-related and management services to Swebus. Fees for management and IT-services charged to Swebus amounted to SEK 91 million, SEK 48 million, and SEK 45 million for years ended February 28, 2002, February 28, 2003, and February 29, 2004, respectively.

        Swebus does not own any buses. All buses are leased from external parties or internally from companies within the Concordia group. Buses leased internally are leased from Swebus Busco AB. All internal leases are classified as operational leases. Leasing fees charged from Swebus Busco to Swebus amounted to SEK 234 million, SEK 315 million and SEK 306 million for the years ended February 28, 2002, February 28, 2003, and February 29, 2004, respectively.

        Historically, Swebus has obtained long-term financing from its direct and indirect parent company Concordia Bus AB and Concordia Nordic AB who have external borrowings. Swebus has historically had receivables due from affiliated companies which include certain non-interest bearing trade receivables. Swebus had long-term liabilities payable to affiliated companies of SEK 446 at February 28, 2003, but no liabilities payable to affiliated companies at February 29, 2004. Swebus had long-term receivables due from affiliated companies of SEK 639 at February 28, 2003 compared to receivables of SEK 197 (of which SEK 9 was short-term) at February 29, 2004. Interest expense to affiliated companies, net of interest income from affiliated companies was SEK 109, SEK 2, and SEK 8 for the years ended February 28, 2002, February 28, 2003, and February 29, 2004, respectively.

Note 16.  Reconciliation to accounting principles generally accepted in the United States of America

        Accounting policies used by the Swebus AB conform with accounting principles generally accepted in Sweden ("Swedish GAAP") which differ in certain significant respects from accounting principles generally accepted in the United States of America ("U.S. GAAP"). Below are

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descriptions of these differences and a reconciliation of net loss, shareholder's equity and cash flows to U.S. GAAP.

		Note		Year ended February 28, 2003		Year ended February 29, 2004
Net loss under Swedish GAAP				(123	)	(164	)
Adjustments:
	Push-down accounting	(a	)	—		—
	Restructuring	(b	)	—		6
Tax effect of U.S. GAAP adjustments				—		(2	)
Net loss under U.S. GAAP				(123	)	(160	)
Weighted-average number of shares outstanding				3,000		3,000
Primary and diluted net loss per share under U.S. GAAP (in thousands of SEK)				(41	)	(53	)

		Note		February 28, 2003	February 29, 2004
Shareholder's equity under Swedish GAAP				275	235
Adjustments:
	Push-down accounting	(a	)	459	459
	Restructuring	(b	)	—	6
Tax effect of U.S. GAAP adjustments				—	(2	)
Shareholder's equity under U.S. GAAP				734	698

(a)   Push-down accounting

        Goodwill is recorded under U.S. GAAP whereas no goodwill is recorded for Swedish GAAP. The amount of goodwill for U.S. GAAP purposes is a result of the fact that approximately SEK 550 million of goodwill, which was created when Swebus was acquired together with other affiliated companies on January 14, 2000, was not required to be pushed down to the financial statements of Swebus in accordance with Swedish GAAP. U.S. GAAP requires such goodwill be pushed down since Swebus became wholly owned by one shareholder as a result of the acquisition.

        Effective March 1, 2002, Swebus adopted Statement of Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible Assets," for U.S. GAAP purposes. SFAS No. 142 requires goodwill to no longer be amortized, but instead be tested for impairment upon adoption of SFAS No. 142, as well as on an annual basis, and more frequently if circumstances indicate a possible impairment. If the carrying value of goodwill exceeds its fair value, an impairment loss is recognized. Prior to adopting SFAS No. 142, for U.S. GAAP purposes, Swebus amortized goodwill balances over their estimated economic lives, not to exceed twenty years, and assessed the balances for impairment whenever events or changes in circumstances indicated that the carrying amounts may not be recoverable.

        Upon the adoption of SFAS No. 142, the transition provisions of SFAS No. 141, "Business Combinations," also became effective requiring, in certain circumstances, the reclassification of amounts between recognized goodwill and other intangibles relating to previous business

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combinations. The transition provisions of SFAS No. 141 did not affect any of Swebus' previously reported goodwill under U.S. GAAP.

        Under SFAS No. 142, the U.S. GAAP goodwill impairment test is performed at the reporting unit level and is comprised of two steps. The initial step is designed to identify potential goodwill impairment by comparing an estimate of the fair value of the applicable reporting unit to its carrying value, including goodwill. Swebus' measurement of fair value is based on an evaluation of both future discounted cash flows, consistent with those utilized in SBC's annual planning process, and public company trading multiples. If the carrying value exceeds fair value, a second step is performed, which compares the implied fair value of the applicable reporting unit's goodwill with the carrying amount of that goodwill, to measure the amount of goodwill impairment, if any. Subsequent reversal of a recognized impairment loss is prohibited.

        Upon adoption of SFAS No. 142, Swebus performed transitional impairment tests of goodwill under U.S. GAAP. As a result of these impairment tests, no impairment charges were recognized at the date of adoption. Subsequent annual impairment tests are performed, at a minimum, on goodwill in conjunction with Swebus' annual planning process. No impairments were recorded under U.S. GAAP as a result of the annual impairment tests.

(b)   Restructuring

        For Swedish GAAP, Swebus recorded a restructuring provision of SEK 6 million at February 29, 2004, relating to one-time, employee termination costs pertaining to the close-down of operations in Gothenburg, Sweden which will occur after February 29, 2004. As the employees must continue working for longer than a minimum retention period to receive the termination benefit, the termination costs are deemed to have future benefit under U.S. GAAP. As a result, under U.S. GAAP, the termination costs cannot be recognized as a provision at February 29, 2004. Instead, the fair value of the obligation at February 29, 2004 will be recognized for U.S. GAAP ratably over the estimated remaining service period of the employees.

(c)   Changes in shareholder's equity

	Shareholder's Equity
Shareholder's equity March 1, 2002	748
Group contribution from shareholder	151
Tax effect on group contribution from shareholder	(42	)
Net loss	(123	)
Shareholder's equity February 28, 2003	734
Group contribution from shareholder	172
Tax effect on group contribution from shareholder	(48	)
Net loss	(160	)
Shareholder's February 29, 2004	698

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(d)   New accounting principles for U.S. GAAP

Costs of Exit or Disposal Activities

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Under SFAS No. 146, a company measures costs associated with an exit or disposal activity at fair value and recognizes costs in the period in which the liability is incurred rather than at the date of a commitment to an exit or disposal plan. Swebus was required to apply SFAS No. 146 on a prospective basis to all exit and disposal activities initiated after December 31, 2002. The application of SFAS No. 146 during the year ended February 29, 2004 did not have any impact on Swebus' financial position or results of operations except as described in (b), above.

Accounting for Certain Guarantees

        In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 applies to certain guarantees that a company gives to third parties and requires that a company recognize, at the inception of giving the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee even if it is not probable that payments will be required under the guarantee. Swebus was required to apply FIN No. 45 on a prospective basis to applicable guarantees issued or modified after December 31, 2002. The application of FIN No. 45 during the year ended February 29, 2004 did not have any impact on Swebus' financial position or results of operations.

Consolidation of Variable Interest Entities

        In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities," which was later revised in December 2003. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003 and to "special purpose entities" regardless of their date of creation. The consolidation requirements apply to older, non-special purpose entities for the year ended February 28, 2005. The adoption of the applicable provisions of FIN No. 46 during the year ended February 29, 2004 did not have any impact on Swebus' financial position or results of operations. The remaining provisions become effective after February 29, 2004, but management does not expect that such provisions will have a material impact on Swebus' financial position or results of operations.

Certain Rescissions, Amendments and Technical Corrections

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 also

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amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Lastly, SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Certain provisions of SFAS No. 145 became effective during the year ended February 28, 2003 but did not have any impact on Swebus' financial position or results of operations. The remaining provisions became effective during the year ending February 29, 2004, but did not have any impact on Swebus' financial position or results of operations.

Asset Retirement Obligations

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." Under SFAS No. 143, a company is required to recognize the fair value of a liability for legal and constructive obligations associated with the retirement of tangible, long-lived assets in the period incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The adoption of SFAS No. 143 on March 1, 2003 did not have any impact on Swebus' financial position or results of operations.

Accounting Guidance on Derivatives Amended and Clarified

        During April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 requires that contracts with comparable characteristics be accounted for similarly. In particular, SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, SFAS No. 149 clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts as either derivatives or hybrid instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The application of SFAS No. 149 during the year ending February 29, 2004 did not have any impact on Swebus' financial position or results of operations.

Financial Instruments with Characteristics of both Liabilities and Equity

        During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how a company classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires a company to classify as liabilities (or assets in some circumstances) three types of freestanding financial instruments that embody obligations for a company. One type is mandatorily redeemable shares, which a company is obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts, involves instruments that do or may require a company to buy back some of its shares in exchange for cash or other assets. The third

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type of instruments that are liabilities under SFAS No. 150 are obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuers' shares. Under previous accounting rules, a company could account for those three types of instruments as equity. SFAS No. 150 also requires disclosures about alternative ways of settling the instruments and the capital structure of entities, all of whose shares are mandatorily redeemable. SFAS No. 150 is effective for financial instruments entered into by Swebus or modified after May 31, 2003, and otherwise is effective for Swebus beginning March 1, 2004. The application of SFAS No. 150 during the year ending February 29, 2004 to instruments which were new or modified after May 31, 2003 did not have any impact on Swebus' results of operations or financial position. The application of SFAS No. 150 to all other instruments beginning March 1, 2004 did not have any impact on Swebus' results of operations or financial position.

Revenue Arrangements with Multiple Deliverables

        In November 2002, the Emerging Issues Task Force of the FASB reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables" (EITF 00-21), providing further guidance on how to account for multiple element revenue contracts. EITF 00-21 is effective for all revenue arrangements entered into on or after January 1, 2004. The application of EITF 00-21 to revenue arrangements entered into on or after January 1, 2004 did not have any impact on Swebus' results of operations or financial position.

Note 17.   Accounts receivable

        Accounts receivable and related allowance for doubtful accounts was as follows:

	February 28, 2003		February 29, 2004
Accounts receivable	269		251
Less: Allowance for doubtful accounts	(1	)	(8	)
Net accounts receivable	268		243

        As Swebus' customers are primarily governmental, Swebus has not experienced significant uncollectibility problems historically. Changes in the allowance for doubtful accounts were as follows:

Allowance for doubtful accounts receivable:	Year Ended February 28, 2002		Year Ended February 28, 2003		Year Ended February 29, 2004
Beginning balance	(1	)	(4	)	(1	)
Additions to allowance charged to expense	(3	)	1		(7	)
Accounts receivable written off against the allowance	0		2		0
Ending balance	(4	)	(1	)	(8	)

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INDEPENDENT AUDITORS' REPORT

        To the Board of Directors and Shareholder of Ingeniør M. O. Schøyens Bilcentraler AS

        We have audited the accompanying balance sheets of Ingeniør M. O. Schøyens Bilcentraler AS (the "Company") as of February 28, 2003 and February 29, 2004, and the related statements of operations and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2003 and February 29, 2004, and the results of its operations and its cash flows for the years then ended conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche AS
Oslo, Norway
May 25, 2004

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INGENIØR M. O. SCHØYENS BILCENTRALER AS

STATEMENTS OF OPERATIONS

(all amounts in thousands of NOK, except share and per share amounts)

	Notes	Year Ended February 28, 2003		Year Ended February 29, 2004
REVENUES		379,486		341,656
OPERATING COSTS
Employee costs		(221,002	)	(189,170	)
Depreciation and amortization		(40,742	)	(20,114	)
Operating lease rental expense	4	(45,376	)	(41,437	)
Other operating costs	8	(102,968	)	(94,645	)
TOTAL OPERATING COSTS		(410,088	)	(345,366	)
OPERATING LOSS		(30,602	)	(3,710	)
OTHER INCOME AND EXPENSE
Interest income—third party		2,008		700
Interest income (expense)—affiliated company	8	(708	)	920
Foreign exchange gain (loss)		2,816		(571	)
Other		(1,272	)	(184	)
Other income and expense, net		2,844		865
Loss before income taxes		(27,758	)	(2,845	)
Income taxes	5	7,646		690
Net loss		(20,112	)	(2,155	)
Weighted-average number of shares outstanding during the year		750		750
Net loss per share, basic and diluted (NOK)		(26,816	)	(2,873	)

The accompanying notes are an integral part of these financial statements.

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INGENIØR M. O. SCHØYENS BILCENTRALER AS

BALANCE SHEETS

(all amounts in thousands of NOK, except share and per share amounts)

		Notes	February 28, 2003	February 29, 2004
ASSETS
Current assets:
Cash and cash equivalents			23,812	25,498
Materials and supplies inventories			6,250	5,000
Accounts receivable, net		2	11,585	20,617
Receivable from affiliated company		8	8,061	4,433
Prepayments and other accrued income			12,693	18,429
	Total Current Assets		62,401	73,977
Non-Current Assets:
Vehicles, net		3	49,205	31,668
Machinery and fixtures, net		3	2,533	2,356
Deferred income tax assets		5	3,837	4,527
Prepaid pension costs		6	10,212	10,013
Goodwill			209,138	209,138
Other financial assets			5	4,005
	Total Non-Current Assets		274,930	261,707
TOTAL ASSETS			337,331	335,684
LIABILITIES
Current Liabilities:
Accounts payable			11,459	22,065
Accrued and other current liabilities		7	42,466	41,685
Payable to affiliated company		8	—	62
	Total Current Liabilities		53,925	63,812
Non-Current Liabilities:
Pension obligation		6	17,241	15,259
Provision for loss-making contracts			17,540	10,416
Payable to affiliated company		8	5,123	4,849
	Total Non-Current Liabilities		39,904	30,524
TOTAL LIABILITIES			93,829	94,336
COMMITMENTS AND CONTINGENCIES		9	—	—
SHAREHOLDER'S EQUITY
Share capital (750 shares authorized, issued and outstanding at par value NOK 1,000)		10	750	750
Retained earnings		10	242,752	240,598
TOTAL SHAREHOLDER'S EQUITY			243,502	241,348
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY			337,331	335,684

The accompanying notes are an integral part of these financial statements.

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INGENIØR M. O. SCHØYENS BILCENTRALER AS

STATEMENTS OF CASH FLOWS

(all amounts in thousands of NOK)

	Year Ended February 28, 2003		Year Ended February 29, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	(20,112	)	(2,155	)
Depreciation	40,742		20,114
Gain of sale tangible fixed assets	(8,149	)	(273	)
Decrease in inventories	2,178		1,250
Increase in accounts receivable	(8	)	(9,032	)
Decrease (increase) in short-term receivables from affiliates	(2,561	)	3,628
Increase in prepayments and other accrued income	(902	)	(5,736	)
Increase in accounts payable	1,105		10,606
Decrease in accrued and other current liabilities	(10,701	)	(781	)
Increase in short-term payables to affiliates	—		62
Increase (decrease) in provision for loss making contracts	4,347		(7,124	)
Change in deferred income tax assets	(7,646	)	(690	)
Other changes in current assets and liabilities	5,183		(5,758	)
Net cash provided by operating activities	3,476		4,111
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of fixed assets	25,335		344
Purchases of fixed assets	(854	)	(2,496	)
Net cash provided by (used in) investing activities	24,481		(2,152	)
CASH FLOWS FROM FINANCING ACTIVITIES
Collection of long-term receivables	6,000		—
Repayment of borrowing from affiliated companies	(36,592	)	(273	)
Net cash used in financing activities	(30,592	)	(273	)
Net increase (decrease) in cash and cash equivalents	(2,635	)	1,686
Cash and cash equivalents at the beginning of the year	26,447		23,812
Cash and cash equivalents at the end of the year	23,812		25,498
Cash payments for interest	1,791		417
Cash payments (refunds) for income taxes	84		(84	)

The accompanying notes are an integral part of these financial statements.

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INGENIØR M. O. SCHØYENS BILCENTRALER AS

NOTES TO FINANCIAL STATEMENTS

(All amounts in thousands of NOK unless otherwise stated)

Note 1: Organization and accounting principles

Organization

        Ingeniør M. O. Schøyens Bilcentraler AS ("SBC") is a Norwegian ordinary limited liability company, wholly owned by Concordia Bus Nordic AB (reg no 556031-8569) with its registered office in Stockholm, Sweden. The final operational parent company is Concordia Bus BV. The primary operations of SBC consist of providing regular bus services under contract to transit authorities in Norway.

        During January 2004, SBC's shareholder, Concordia Bus Nordic AB, issued EUR 130 million of 9.125% senior secured notes due August 1, 2009. Concordia Bus Nordic AB pledged its shares in certain of its subsidiaries, including SBC, as collateral for the senior secured notes, and SBC, together with other affiliated companies, is a guarantor of the notes. See Note 9.

Accounting Principles

        The financial statements of SBC have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). SBC's accounting policies, as described below, have been applied consistently in all periods presented.

Currency

        These financial statements have been prepared in NOK. References to "NOK" are to Norwegian currency.

Revenue recognition

        The majority of SBC's revenues arise from contracts with local public transportation authorities having contract terms of up to 6 years ("CPTA contracts"). CPTA contracts generally provide SBC with fixed fee revenue in return for the contracted bus services. Such fixed fees are generally subject to periodic adjustment for certain changes in costs incurred or cost indices. Accordingly, all ticket revenues collected by SBC on such contracts, referred to as gross agreements, are forwarded to the local public transportation authorities, and SBC receives its fixed fees regardless of the number of passengers transported. Revenues earned by SBC on certain other CPTA contracts, are based on or consider the number of passengers transported whereby SBC typically retains up to 10% of the money collected from passengers. SBC recognizes CPTA revenue as services are provided. Where appropriate, revenue amounts are shown net of value-added taxes.

        Revenue also comprises other operating income such as rental, sale of fuel and diesel and from engineering services. The revenue resulting from other operating activities are recognized when the product is delivered or the service is performed.

Income Taxes

        The total income tax expense of SBC consists of current and deferred income taxes. Deferred income tax primarily consists of estimated tax on changes in untaxed reserves for the year and the unused portions of income tax loss carryforwards to the extent that these losses can be used in the future as a reduction of future taxable income. The deferred income tax position is calculated using

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the enacted tax statutory rate. Deferred tax assets are reduced to amounts which are deemed to be more likely than not recoverable from future sources of taxable income.

Cost and depreciation of fixed assets

        Fixed assets are valued at cost, less accumulated depreciation and impairment charges. Annual depreciation is computed using a straight-line method based over the following estimated useful lives:

	Years
Vehicles	10
Machinery and fixtures	3–5

Impairment of fixed assets

        Impairment reviews of tangible fixed assets are performed whenever there is an indication of possible impairment. The carrying values of fixed assets are not considered to be recoverable when the expected cash flows from those assets are less than their carrying values. An impairment loss is determined based on the amount by which the carrying value exceeds the fair value of those assets. Losses on fixed assets to be disposed of are determined in a similar manner, taking into account the selling price reduced by the costs of disposal.

Impairment of goodwill

        Goodwill was created in SBC when it was acquired on February 1, 2001 by Concordia Bus AB (publ). The goodwill which arose from the acquisition has been pushed down to SBC's balance sheet.

        Goodwill is not amortized but is instead tested for impairment annually, or more frequently if there are indications that it might be impaired. The goodwill impairment test is comprised of two steps. The initial step is designed to identify potential goodwill impairment by comparing an estimate of the fair value of SBC to its carrying value, including goodwill. SBC's measurement of fair value is based on an evaluation of both future discounted cash flows, consistent with those utilized in SBC's annual planning process, and public company trading multiples. If the carrying value exceeds fair value, a second step is performed, which compares the implied fair value of SBC's goodwill with the carrying amount of that goodwill, to measure the amount of goodwill impairment, if any. Subsequent reversal of a recognized impairment loss is prohibited.

        During the years ended February 28, 2003 and February 29, 2004, no impairments were recorded during the years ended February 28, 2003 and February 29, 2004 as a result of the annual impairment tests.

Accounts receivable

        Accounts receivable are carried at amounts estimated to be collectible.

Receivables and payables in foreign currencies

        Receivables and payables in foreign currencies are valued using the rate as of the balance sheet date. Gains and losses on trade receivables and payables are reported under operating profit

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(loss). Gains and losses related to other receivables and payables are reported under financial income and expense.

Inventories

        Inventories are valued at the lower of cost, using the first-in first-out method, or market value after provision for obsolescence.

Loss making contracts

        A significant portion of SBC's revenues are derived from five to eight-year year contracts with municipalities to provide bus services in a particular area. Under the terms of the contracts, the revenues are generally indexed at a rate corresponding to a mix of indices. Due to changes in circumstances and because costs have generally increased more quickly than revenues, such contracts may become loss making. Cancellation of contracts is generally not possible without incurring significant penalties. SBC records a provision for such loss making contracts at the lowest level for which there are separate identifiable cash independent cash flows. Losses are recognized in the period in which management determines that cumulative losses will be incurred on a particular contract. The loss is computed after taking into account direct costs related to the service provided under the contract including depreciation or operating rentals on the related buses which will be used to meet the service obligation. Provisions for loss making contracts have been made on an individual basis for the contracts where contractual revenues do not cover the estimated costs without regard to other profitable contracts. The provision is calculated as the difference between the estimated costs to fulfil the contractual commitment and the contractual revenues.

Leasing

        Leases are classified in the financial statements as either capital leases or operating leases. A capital lease transfers to SBC the significant economic risks and rewards of ownership. If this is not the case, the lease is an operating lease for SBC. For each capital lease, a fixed asset is reported in the balance sheet and a corresponding lease obligation is recorded as a liability. In the statement of operations, the costs of capital leases are reported as depreciation of the carrying value of the fixed asset and interest expense on the lease obligation. For operating leases, no asset or liability is recorded in the balance sheet. In the statement of operations, the periodic rental payments for operating leases are expensed on a straight-line basis.

        During the years ended February 28, 2003 and February 29, 2004, all of SBC's leases were operating leases.

Cash and cash equivalents

        The cash flow statement is derived from the statement of operations and other changes between opening and closing balance sheets. The cash and bank balances in the cash flow statement includes bank deposits, securities, time deposits and bank overdrafts.

        Included in cash and cash equivalents are restricted deposits related to taxes collected to be remitted to taxing authorities in the amount of NOK 10,200 and NOK 8,400 at February 28, 2003 and February 29, 2004, respectively. An equal amount is recorded as a liability due to the taxing authorities.

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Use of estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities to the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

Fair values of financial instruments

        The fair values of SBC's financial instruments approximate their carrying values.

Segment information

        SBC operates primarily in one segment, the CPTA business in Norway.

Net loss per share

        Net loss per share is computed by dividing the annual net loss by the weighted-average number of shares oustanding during the year. There were no dilutive share equivalents outstanding during any of the periods presented and, thus, diluted net loss per share is equal to the basic net loss per share.

New accounting policies

Costs of Exist or Disposal Activities

        In June 2002, the U.S. Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Under SFAS No. 146, a company measures costs associated with an exit or disposal activity at fair value and recognizes costs in the period in which the liability is incurred rather than at the date of a commitment to an exit or disposal plan. SBC was required to apply SFAS No. 146 on a prospective basis to all exit and disposal activities initiated after December 31, 2002. The application of SFAS No. 146 during the year ended February 29, 2004 did not have any impact on SBC's financial position or results of operations.

Accounting for Certain Guarantees

        In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 applies to certain guarantees that a company gives to third parties and requires that a company recognize, at the inception of giving the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee even if it is not probable that payments will be required under the guarantee. SBC was required to apply FIN No. 45 on a prospective basis to applicable guarantees issued or modified after December 31, 2002. The application of FIN No. 45 during the year ended February 29, 2004 did not have any impact on SBC's financial position or results of operations.

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Consolidation of Variable Interest Entities

        In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities," which was later revised in December 2003. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003 and to "special purpose entities" regardless of their date of creation. The consolidation requirements apply to older, non-special purpose entities for the year ended February 28, 2005. The adoption of the applicable provisions of FIN No. 46 during the year ended February 29, 2004 did not have any impact on the SBC's financial position or results of operations. The remaining provisions become effective after February 24, 2004, but management does not expect that such provisions will have a material impact on the SBC's financial position or results of operations.

Certain Rescissions, Amendments and Technical Corrections

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Lastly, SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Certain provisions of SFAS No. 145 became effective during the year ended February 28, 2003 but did not have any impact on SBC's financial position or results of operations. The remaining provisions became effective during the year ending February 29, 2004 but did not have any impact on SBC's financial position or results of operations.

Asset Retirement Obligations

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." Under SFAS No. 143, a company is required to recognize the fair value of a liability for legal and constructive obligations associated with the retirement of tangible, long-lived assets in the period incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The adoption of SFAS No. 143 on March 1, 2003 did not have any impact on SBC's financial position or results of operations.

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Accounting Guidance on Derivatives Amended and Clarified

        During April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 requires that contracts with comparable characteristics be accounted for similarly. In particular, SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, SFAS No. 149 clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts as either derivatives or hybrid instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The application of SFAS No. 149 during the year ending February 29, 2004 did not have any impact on SBC's financial position or results of operations.

Financial Instruments with Characteristics of both Liabilities and Equity

        During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how a company classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires a company to classify as liabilities (or assets in some circumstances) three types of freestanding financial instruments that embody obligations for a company. One type is mandatorily redeemable shares, which a company is obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts, involves instruments that do or may require a company to buy back some of its shares in exchange for cash or other assets. The third type of instruments that are liabilities under SFAS No. 150 are obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuers' shares. Under previous accounting rules, a company could account for those three types of instruments as equity. SFAS No. 150 also requires disclosures about alternative ways of settling the instruments and the capital structure of entities, all of whose shares are mandatorily redeemable. SFAS No. 150 is effective for financial instruments entered into by SBC or modified after May 31, 2003, and otherwise is effective for Concordia beginning March 1, 2004. The application of SFAS No. 150 during the year ending February 29, 2004 to instruments which were new or modified after May 31, 2003 did not have any impact on Concordia's results of operations or financial position. The application of SFAS No. 150 to all other instruments beginning March 1, 2004 did not have any impact on SBC's results of operations or financial position.

Revenue Arrangements with Multiple Deliverables

        In November 2002, the Emerging Issues Task Force of the FASB reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables" (EITF 00-21), providing further guidance on how to account for multiple element revenue contracts. EITF 00-21 is effective for all revenue arrangements entered into on or after January 1, 2004. The application of EITF 00-21 to

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revenue arrangements entered into on or after January 1, 2004 did not have any impact on SBC's results of operations or financial position.

Note 2. Accounts receivable

        Accounts receivable and related allowance for doubtful accounts was as follows:

	February 28, 2003		February 29, 2004
Accounts receivable	12,105		21,171
Less: Allowance for doubtful accounts	(520	)	(554	)
Net accounts receivable	11,585		20,617

        As SBC's customers are all governmental, SBC has not experienced significant uncollectibility problems historically. Changes in the allowance for doubtful accounts were as follows:

Allowance for doubtful accounts receivable	Year Ended February 28, 2003		Year Ended February 29, 2004
Beginning balance	(127	)	(520	)
Additions to allowance charged to expense	(447	)	(45	)
Accounts receivable written off against the allowance	54		11
Ending balance	(520	)	(554	)

Note 3. Fixed assets

        Fixed assets and related accumulated depreciation was as follows:

	February 28, 2003		February 29, 2004
Vehicles	140,167		140,839
Less: Accumulated depreciation	(90,962	)	(109,171	)
Net book value	49,205		31,668
Machinery and fixtures	15,275		16,308
Less: Accumulated depreciation	(12,742	)	(13,952	)
Net book value	2,533		2,356

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Note 4. Operating leases

        As of February 29, 2004, SBC was leasing 147 buses from unrelated third parties, and also real estate from an affiliated company (see Note 8). The estimated future annual rental payments under the non-cancellable operating leases are as follows as of February 29, 2004:

Years ending February 28/29	Estimated lease rentals
2005	34,849
2006	31,289
2007	22,665
2008	11,766
2009	6,708
2010	441
Total	107,718

Note 5. Income taxes

        The following is a reconciliation of the difference between the expected income tax, based on the statutory rate of 28%, and the actual effective income tax:

	Year Ended February 28, 2003		Year Ended February 29, 2004
Expected income tax benefit at statutory rate (28%)	7,772		797
Non-deductible expenses	(126	)	(107	)
Actual income tax benefit	7,646		690

        The following are the components of the net deferred income tax assets recorded in the balance sheets:

	February 28, 2003		February 29, 2004
Pension obligation	1,968		1,469
Provisions for loss-making contracts	4,911		2,916
Depreciation	(4,825	)	(1,361	)
Taxable loss carry-forwards	1,637		1,348
Other	146		155
Deferred income tax asset, net	3,837		4,527

        According to Norwegian tax laws, tax loss carryforwards can be carried forward for ten years for use against taxable income. SBC's tax loss carryforwards, if unused, will begin to expire in 2012.

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        The following are the components of the tax benefits recorded in the statements of operations:

	Year Ended February 28, 2003	Year Ended February 29, 2004
Current taxes	—	—
Deferred income taxes	7,646	690
Income tax benefit	7,646	690

Note 6. Pension obligations and costs

        Prior to January 1, 2004, SBC offered two defined benefit pension plans to company employees.

        One of the plans was for employees who begin work with SBC before the age of 58 years. Such plan is funded and has 670 plan participants at February 29, 2004. The plan assets are invested in a combination of equity securities, government guaranteed bonds, real estate and other high-grade long-term investments.

        The other plan was for employees who begin work at the age of 58 years or later. Such plan is not funded and includes 511 plan participants at February 29, 2004.

        Beginning January 1, 2004, the two defined benefit plans were closed to new enrollments. Instead, new employees must enroll in SBC's defined contribution plan.

        For the defined contributions plans, an actuarial valuation is carried out annually as of year end. The valuations for 2003 and 2004 were based on the following actuarial assumptions:

Assumptions as of February 28/29	2003	2004
Discount rate	8.0%	7.0%
Rate of compensation increase	3.0%	3.0%
Expected pension increase	2.5%	2.5%
Adjustment to the social security base	3.0%	3.0%
Expected return on plan assets	7.0%	6.0%

        The "Social Security Base" relates to the Norwegian governments' regulation of public pension agreements.

        The net periodic pension expense is included in employee costs in the statements of operations and is comprised of the following components:

	Year Ended February 28, 2003		Year Ended February 29, 2004
Service cost	4,038		4,071
Interest cost	8,114		8,085
Expected return on plan assets	(6,983	)	(6,714	)
Amortization of net actuarial (gain) loss	789		1,357
Net periodic pension cost	5,958		6,799

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        The changes in the benefit obligation and plan assets, as well as the funded status and recorded balances were as follows as of and for the years ended February 28, 2003 and February 29, 2004:

	2003		2004
Change in benefit obligation
Benefit obligation at beginning of year	119,413		124,574
Service cost	4,038		4,071
Interest cost	8,114		8,085
Actuarial (gain) loss	—		(54	)
Benefits paid	(6,991	)	(8,389	)
Other	—		14,425
Benefit obligation at end of year	124,574		142,712
Change in plan assets
Fair value of plan assets at beginning of year	95,182		97,065
Actual return on plan assets	6,983		6,714
Employer contribution	2,712		4,498
Benefits paid	(6,991	)	(5,393	)
Other	(821	)	7,517
Fair value of plan assets at end of year	97,065		110,401
Reconciliation of Funded Status to amount recognized in the Statement of Financial Position
Funded status	(27,509	)	(32,311	)
Unrecognized net loss	20,480		27,065
Net accrued benefit obligation	(7,029	)	(5,246	)

        A reconciliation of the above disclosures, which are combined for SBC's two plans, to the amounts recorded in the balance sheets is as follows:

	February 28, 2003		February 29, 2004
Plan with net prepaid pension asset—funded plan	10,212		10,013
Plan with net pension obligation—unfunded plan	(17,241	)	(15,259	)
Net accrued pension benefit obligation	(7,029	)	(5,246	)

        In regards to the plan having a net pension obligation, the following is the funded status of that plan, before consideration of unrecognized items:

	February 28, 2003		February 29, 2004
Accumulated unfunded pension obligations before unrecognized items	(23,103	)	(17,795	)

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Note 7. Accrued and other current liabilities

        Accrued and other current liabilities was comprised of the following:

	February 28, 2003	February 29, 2004
Payroll taxes withheld from employees	7,834	8,416
Accrued social security taxes	7,276	6,493
Accrued salaries and holiday pay	24,453	23,311
Unearned income from customers	173	362
Other current liabilities	2,730	3,103
Total	42,466	41,685

Note 8. Transactions with affiliated companies and employees

        As SBC is a wholly-owned subsidiary of a larger group of companies (see Note 1), SBC has certain transactions with companies in the larger group of companies ("affiliates"). Such transactions primarily involve lending/borrowings, management fees, real estate rental, and guarantees and pledges made by SBC in regards to the debt of affiliated companies.

        SBC's statements of operations include the following transactions with affiliates:

	Year Ended February 28, 2003		Year Ended February 29, 2004
Transactions included in other operating costs:
Management fees	2,313		744
Rental expenses	12,394		12,057
Total	14,707		12,801
Transactions included in interest income (expenses)—affiliated companies:
Revenue from SBC guarantee to the benefit of affiliates	812		815
Interest income	233		497
Interest expense	(1,753	)	(392	)
Total	(708	)	920

        The real estate rental has been based on estimated market value. Rentals are paid in advance by SBC and SBC receives interest on such advance. Interest received on such advances was NOK 424 for 2003 and NOK 224 for 2004.

        See Note 9 for details regarding the guarantees and securities granted by SBC to affiliated companies.

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        SBC's balance sheets include the following balances with affiliates:

	February 28, 2003		February 29, 2004
Long-term payable to affiliate	(5,123	)	(4,849	)
Short-term receivable from affiliate	8,061		4,433
Short-term payable to affiliate	—		(62	)
Net receivable from (payable to) affiliated company	2,938		(478	)

        The long-term payable balances with affiliates accrued interest at an average rate of 6% during the years ended February 28, 2003 and February 29, 2004. The short-term receivables and payables are not interest bearing.

        SBC also had NOK 765 in receivables due from employees as of February 29, 2004 and NOK 725 as of February 28, 2003.

Note 9. Commitments and contingencies

        During January 2004, SBC's shareholder, Concordia Bus Nordic AB, issued EUR 130 million of 9.125% senior secured notes due August 1, 2009. Concordia Bus Nordic AB pledged its shares in certain of its subsidiaries, including SBC, as collateral for the senior secured notes, and SBC, together with other affiliated companies, is a guarantor of the notes. In addition, SBC has pledged, as security for the notes, its receivables, machinery and equipment, inventory, bank accounts, and all of its owned buses.

        The ability of Concordia Bus Nordic AB to repay the notes and related interest is dependent upon its receipt of sufficient cash flows from its subsidiaries' underlying operations, including SBC. The ability to receive such cash flows is subject to certain restrictions under the law of Norway. Should Concordia Bus Nordic AB not be able to receive cash flows sufficient to pay the interest and principal on the borrowings when they come due or should Concordia Bus Nordic AB violate the covenants of the borrowing agreement causing the amount to become due immediately, the guarantees and pledges given by SBC may be drawn upon by the noteholders which could have an material adverse impact on the financial condition and results of operations of SBC and, consequently, could impact SBC's ability to continue as a going concern. The financial statements of SBC have been prepared under the assumption that such guarantees and pledges will not be drawn upon.

Note 10. Changes in shareholder's equity

	Share Capital	Retained earnings		Total Shareholder's Equity
Balance at March 1, 2002	750	262,865		263,615
Net loss for the year	—	(20,112	)	(20,112	)
Balance at February 28, 2003	750	242,752		243,502
Net loss for the year	—	(2,155	)	(2,155	)
Balance at February 29, 2004	750	240,598		241,348

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PRINCIPAL OFFICE OF
CONCORDIA BUS NORDIC AB (PUBL)
Solna Strandväg 78
SE-171 54
Solna, Sweden

LEGAL ADVISORS TO
CONCORDIA BUS NORDIC AB (PUBL)

United States Counsel
Clifford Chance Limited Liability Partnership
10 Upper Bank Street
London E14 5JJ

Swedish Counsel to
Concordia
Advokatfirman Lindahl KB
Sergels Torg 12
P.O. Box 14240
SE-104 40
Stockholm, Sweden Finnish Counsel to
Concordia
Hannes Snellman
Attorneys at Law Ltd.
Eteläranta 8
00130 Helsinki
P.O. Box 333
00131 Helsinki, Finland Norwegian Counsel to
Concordia
Advokatfirmaet Haavind
Vislie DA
P.O. Box 359 Sentrum
N-0101 Oslo, Norway
— and —
Bugge, Arentz-Hansen & Rasmussen
P.O. Box 1524 Vika
N-0117 Oslo, Norway

AUDITORS OF
CONCORDIA BUS NORDIC AB
Deloitte & Touche AB
Rehnsgatan 11
SE-113 79
Stockholm, Sweden

TRUSTEE Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor New York, NY 10005-2858	PRINCIPAL PAYING AGENT Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB
SECURITY TRUSTEE Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB	LUXEMBOURG PAYING AGENT, TRANSFER AGENT, REGISTRAR AND LISTING AGENT Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg

Merrill Corporation Ltd, London
04LON1300

PART II

Item 20. Indemnification of Directors and Officers

        With respect to Concordia Bus Nordic AB (publ), Concordia Bus Nordic Holding AB, Swebus AB, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB their Articles of Association contain no provisions under which any member of their Boards of Directors or their Senior Managements are indemnified in any manner against any liabilities which may be incurred in such capacities. However, their respective Articles of Association provide for the adoption of a resolution at the annual shareholders' meeting to discharge the Boards of Directors and the Managing Directors from liability for the performance of their respective duties in the financial year concerned. Under Swedish law, this discharge is not absolute and would not be effective as to any matters not disclosed to shareholders. Certain officers and members of their respective Boards of Directors are, to a limited extent, insured under an insurance policy covering Concordia Bus BV and its subsidiaries, against damages resulting from their conduct when acting in their capacities as such.

        Article 9 of the Articles of Association of Concordia Bus Finland Oy Ab provides for the adoption of a resolution at the General Meeting of the Shareholders to discharge the Board of Directors and the Managing Director from liability for the performance of their respective duties in the financial year concerned. Under Finnish law this discharge from liability is not absolute. Pursuant to the Finnish Companies Act (i) a decision of the General Meeting of the Shareholders on discharge from liability or its decision not to bring an action for damages shall not preclude the company from bringing the action if the General Meeting of the Shareholders has not received essentially correct or full information on a decision or measure upon which the action is based; (ii) if the company is declared bankrupt or insolvency proceedings initiated upon an application made within two years from the date when the General Meeting of the Shareholders granted a discharge from liability or decided not to bring an action, the bankruptcy estate or, in case of restructuring, the liquidator, shall have the right to bring the said action notwithstanding this decision or; (iii) if, the General Meeting of the Shareholders has granted discharge from liability or has otherwise decide not to bring an action for damages, but shareholders representing a specified majority have voted against such decision. However, the members of the Board of Directors and the Managing Director are, to a limited extent, insured under a liability insurance, against damages resulting from their conduct when acting in their capacities as such.

        The Articles of Association of Ingeniør M.O. Schøyens Bilcentraler A.S. contain no provisions under which any member of the Board of Directors or Senior Management is indemnified in any manner against any liability which he may incur in his capacity as such. However, pursuant to the Norwegian Limited Companies Act the shareholders' meeting of Ingeniør M.O. Schøyens Bilcentraler A.S. may adopt a resolution discharging the Board of Directors and the Managing Director from liability for the performance of their respective duties. Under Norwegian law, this discharge is not absolute and would not be effective as to any matters not disclosed to the shareholders.

Item 21. Exhibits and Financial Statement Schedules

3.1	Articles of Association of Concordia Bus Nordic AB (publ).
3.2	Articles of Association of Concordia Bus Nordic Holding AB.
3.3	Articles of Association of Swebus AB.
3.4	Articles of Association of Swebus Busco AB.

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3.5	Articles of Association of Swebus Express AB.
3.6	Articles of Association of Interbus AB.
3.7	Articles of Association of Ingeniør M.O. Schøyens Bilcentraler AS.
3.8	Articles of Association of Concordia Bus Finland Oy Ab.
3.9	Articles of Association of Swebus Fastigheter AB.
3.10	Articles of Association of Alpus AB.
3.11	Articles of Association of Enköping-Bålsta Fastighetsbolag AB.
3.12	Articles of Association of Malmfältens Omnibus AB.
4.1	Indenture, dated January 22, 2004, between Concordia Bus Nordic AB (publ), Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB and Deutsche Bank Trust Company Americas, in respect of Concordia Bus Nordic AB's €130,000,000 9.125% Senior Secured Notes due August 1, 2009.
4.2	Form of 9.125% Senior Secured Notes due 2009 (included in Exhibit 4.1).
4.3	Exchange and Registration Rights Agreement dated January 22, 2004, between Concordia Bus Nordic AB (publ), Goldman Sachs International, J.P. Morgan Securities, Ltd., Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB in respect of €130,000,000 9.125% Senior Secured Notes due August 1, 2009, of Concordia Bus Nordic AB (publ).
5.1	Opinion of Clifford Chance Limited Liability Partnership, U.S. counsel to Concordia Bus Nordic AB (publ) as to the validity of the notes.
5.2	Opinion of Advokatfirman Lindahl HB, Swedish counsel to Concordia Bus Nordic AB (publ) as to the validity of the notes.
8.1	Opinion of Clifford Chance Limited Liability Partnership, U.S. counsel as to tax matters (included in Exhibit 5.1).
8.2	Opinion of Advokatfirman Lindahl HB, Swedish counsel as to tax matters (included in Exhibit 5.1).
10.1	Purchase Agreement, dated January 16, 2004, by and among Goldman Sachs International, J.P. Morgan Securities, Ltd., Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB in respect of €130,000,000 9.125% Senior Secured Notes due August 1, 2009, of Concordia Bus Nordic AB (publ).
10.2	Security Trustee Agreement, dated January 22, 2004, by and among Deutsche Trustee Company Limited as Security Trustee, Deutsche Bank Trust Company Americas as Trustee, Concordia Bus Nordic Holding AB, Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB.

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10.3	Amended and Restated Subordinated Loan Agreement, dated December 22, 2003 and amended and restated on January 22, 2004, between Concordia Bus AB (publ), Concordia Bus Nordic AB (publ) and Deutsche Bank Trust Company.
10.4	Amended and Restated Subordinated Loan Agreement dated January 21, 2004 between Concordia Bus Nordic AB (publ), Concordia Bus AB and Deutsche Trustee Company Limited as Security Trustee.
10.5	Agreement Relating to First Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee.
10.6	Agreement Relating to Second Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as Pledgor and Concordia Bus Nordic AB (publ).
10.7	Share Pledge Agreement, dated January 22, 2004, between Swebus Fastigheter AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee regarding shares in Alpus AB, Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB.
10.8	Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic Holding AB as Pledgor and Deutsche Trustee Company Limted as Security Trustee in respect of shares in Concordia Bus Nordic AB (publ).
10.9	Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Swebus Express AB, Interbus AB, Swebus AB, Swebus Fastigheter AB and Swebus Busco AB.
10.10	Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Concordia Bus Finland Oy Ab.
10.11	First Priority Pledge of Shares, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limted as Security Trustee in respect of shares in Ingeniør M.O. Schøyens Bilcentraler A.S.
10.12	Pledge Agreement, dated January 22, 2004, between Concordia Bus Finland Oy Ab as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge and bearer notes.
10.13	First Ranking Pledge of Floating Charge, dated January 22, 2004, between Alpus AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.14	First Ranking Pledge of Floating Charge, dated January 22, 2004, between Enköping-Bålsta Fastighetsbolag AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.15	First Ranking Pledge of Floating Charge, dated January 22, 2004, between Malmfältens Omnibus AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.16	First Ranking Pledge Agreement, dated January 22, 2004, between Swebus AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.17	Second Pledge of Floating Charge, dated January 22, 2004, between Swebus AB and Concordia Bus Nordic AB (publ) in respect of floating charge.

II-3

10.18	Pledge of Accounts, dated January 22, 2004, between Ingeniør M.O. Schøyens Bilcentraler A.S. and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.19	Intragroup Loan Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ), as Pledgor, and Deutsche Trustee Company Limited, as Security Trustee.
10.20	Declaration of Pledge of Ingeniør M.O. Schøyens Bilcentraler A.S. of Trade Receivables, dated January 22, 2004.
11.1	Statement re computation of per share earnings.
21.1	Subsidiaries of registrant.
23.1	Consent of Deloitte & Touche AB.
23.2	Consent of Deloitte & Touche AB.
23.3	Consent of Deloitte & Touche AS.
23.4	Consent of Clifford Chance Limited Liability Partnership, U.S. counsel (included in Exhibit 5.1).
23.5	Consent of Advokatfirman Lindahl HB (included in Exhibit 5.2).
24.1	Powers of Attorney (included on signature page).
25.1	Statement of eligibility of trustee on Form T-1.
99.1	Letter of Transmittal.

Item 22. Undertakings

        (a)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (b)   The undersigned Registrants hereby undertake: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form F-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

        (c)   The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning the exchange offer that was not the subject of and included in this Registration Statement when it becomes effective.

II-4

        (d)   The undersigned Registrants hereby undertake: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof: (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering and to file a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Concordia Bus Nordic AB (publ) has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

CONCORDIA BUS NORDIC AB (PUBL)
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-6

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  GEORG KERVEL Georg Kervel	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  FRODE LARSEN Frode Larsen	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Concordia Bus Nordic Holding AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

CONCORDIA BUS NORDIC HOLDING AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-8

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer
Harald Arnvaern	Director
/s/  ROBIN DOUMAR Robin Doumar	Director
/s/  RICHARD SHARP Richard Sharp	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Swebus AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

SWEBUS AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-10

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  JAN BOSEAUS Jan Olof Allan Bosaeus	Principal Executive Officer
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  GEORG KERVEL Georg Kervel	Director
/s/  FRODE LARSEN Frode Larsen	Director
/s/  JOHN KRISTER JOHNSSON John Krister Johnsson	Director
Erik Linnarsson	Director
Stig Roland Nyman	Director
/s/  CLAES BIRATH Claes Henrik Björnsson Birath	Director
Jan Ingmar Fors	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Swebus Busco AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

SWEBUS BUSCO AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-12

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  MATHIAS CRONA Mathias Crona	Director
/s/  THOMAS SJÖBERG Leif Thomas Sjöberg	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Swebus Express AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

SWEBUS EXPRESS AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-14

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  STEFAN CARLÉN Stefan Carlén	Principal Executive Officer
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  FRODE LARSEN Frode Larsen	Director
Lars-Erik Thomas Larsson	Director
/s/  SÖREN PERSSON Sören Per Enar Persson	Director
Erik Linnarsson	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Interbus AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

INTERBUS AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-16

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRED PER-ERIK ERICSON Fred Per-Erik Ericson	Principal Executive Officer
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  FRODE LARSEN Frode Larsen	Director
/s/  JOHAN BLOMQUIST Johan Blomquist	Director
Eric Linnarsson	Director
/s/  KENT AKE PRIM Kent Ake Prim	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Ingeniør M.O. Schøyens Bilcentraler A.S. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

INGENIØR M.O. SCHØYENS BILCENTRALER A.S.
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-18

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer
/s/  GEORG KERVEL Georg Kervel	Director
/s/  ANNE M. NICOLAYSEN Anne Merete Stoltz Nicolaysen	Director
/s/  KJETIL WAAL Kjetil Waal	Director
Kjell Saether	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Concordia Bus Finland Oy Ab has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

CONCORDIA BUS FINLAND OY AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-20

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  JOUNI JUHANI GUSTAFSSON Jouni Juhani Gustafsson	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer
/s/  FRODE LARSEN Frode Larsen	Director
/s/  MIKAEL DAMSTÉN Berndt Mikael Damstén	Director
/s/  GEORG KERVEL Georg Kervel	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Swebus Fastigheter AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

SWEBUS FASTIGHETER AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-22

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  THOMAS SJÖBERG Leif Thomas Sjöberg	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Alpus AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

ALPUS AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-24

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  THOMAS SJÖBERG Leif Thomas Sjöberg	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Enköping-Bålsta Fastighetsbolag AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-26

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  THOMAS SJÖBERG Leif Thomas Sjöberg	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Malmfältens Omnibus AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Norway on May 28, 2004.

MALMFÄLTENS OMNIBUS AB
By:	/s/  VASANT MISTRY
	VASANT MISTRY Authorized Signatory

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Frode Larsen and Vasant Mistry (with full power to each of them to act alone), as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), and any securities of Blue Sky law of any of the states of the United States of America in order to effect the registration of qualification (or exemption therefrom) of the Exchange Notes for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his capacity as a Director, Officer or Authorized Representative in the United States of, as the case may be, this registration statement and/or such other form or forms as may be appropriate to be filed with the Securities and Exchange Commission or under or in connection with any Blue Sky law or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Exchange Notes, to any and all amendments including post-effective amendments, to this registration statement and to any and all instruments and documents filed as part of or in connection with this registration statement.

II-28

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 28, 2004.

Signature	Title
/s/  FRODE LARSEN Frode Larsen	Principal Executive Officer and Director
/s/  VASANT MISTRY Vasant Mistry	Principal Financial and Accounting Officer and Director
/s/  THOMAS SJÖBERG Leif Thomas Sjöberg	Director

Puglisi & Associates		Authorized Representative in the United States
By:	/s/ DONALD PUGLISI

II-29

3.1	Articles of Association of Concordia Bus Nordic AB (publ).
3.2	Articles of Association of Concordia Bus Nordic Holding AB.
3.3	Articles of Association of Swebus AB.
3.4	Articles of Association of Swebus Busco AB.
3.5	Articles of Association of Swebus Express AB.
3.6	Articles of Association of Interbus AB.
3.7	Articles of Association of Ingeniør M.O. Schøyens Bilcentraler AS.
3.8	Articles of Association of Concordia Bus Finland Oy Ab.
3.9	Articles of Association of Swebus Fastigheter AB.
3.10	Articles of Association of Alpus AB.
3.11	Articles of Association of Enköping-Bålsta Fastighetsbolag AB.
3.12	Articles of Association of Malmfältens Omnibus AB.
4.1	Indenture, dated January 22, 2004, between Concordia Bus Nordic AB (publ), Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB and Deutsche Bank Trust Company Americas, in respect of Concordia Bus Nordic AB's €130,000,000 9.125% Senior Secured Notes due August 1, 2009.
4.2	Form of 9.125% Senior Secured Notes due 2009 (included in Exhibit 4.1).
4.3	Exchange and Registration Rights Agreement dated January 22, 2004, between Concordia Bus Nordic AB (publ), Goldman Sachs International, J.P. Morgan Securities, Ltd., Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB in respect of €130,000,000 9.125% Senior Secured Notes due August 1, 2009, of Concordia Bus Nordic AB (publ).
5.1	Opinion of Clifford Chance Limited Liability Partnership, U.S. counsel to Concordia Bus Nordic AB (publ) as to the validity of the notes.
5.2	Opinion of Advokatfirman Lindahl HB, Swedish counsel to Concordia Bus Nordic AB (publ) as to the validity of the notes.
8.1	Opinion of Clifford Chance Limited Liability Partnership, U.S. counsel as to tax matters (included in Exhibit 5.1).
8.2	Opinion of Advokatfirman Lindahl HB, Swedish counsel as to tax matters (included in Exhibit 5.1).
10.1	Purchase Agreement, dated January 16, 2004, by and among Goldman Sachs International, J.P. Morgan Securities, Ltd., Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB in respect of €130,000,000 9.125% Senior Secured Notes due August 1, 2009, of Concordia Bus Nordic AB (publ).

II-30

10.2	Security Trustee Agreement, dated January 22, 2004, by and among Deutsche Trustee Company Limited as Security Trustee, Deutsche Bank Trust Company Americas as Trustee, Concordia Bus Nordic Holding AB, Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, and Malmfältens Omnibus AB.
10.3	Amended and Restated Subordinated Loan Agreement, dated December 22, 2003 and amended and restated on January 22, 2004, between Concordia Bus AB (publ), Concordia Bus Nordic AB (publ) and Deutsche Bank Trust Company.
10.4	Amended and Restated Subordinated Loan Agreement dated January 21, 2004 between Concordia Bus Nordic AB (publ), Concordia Bus AB and Deutsche Trustee Company Limited as Security Trustee.
10.5	Agreement Relating to First Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee.
10.6	Agreement Relating to Second Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as Pledgor and Concordia Bus Nordic AB (publ).
10.7	Share Pledge Agreement, dated January 22, 2004, between Swebus Fastigheter AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee regarding shares in Alpus AB, Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB.
10.8	Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic Holding AB as Pledgor and Deutsche Trustee Company Limted as Security Trustee in respect of shares in Concordia Bus Nordic AB (publ).
10.9	Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Swebus Express AB, Interbus AB, Swebus AB, Swebus Fastigheter AB and Swebus Busco AB.
10.10	Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Concordia Bus Finland Oy Ab.
10.11	First Priority Pledge of Shares, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limted as Security Trustee in respect of shares in Ingeniør M.O. Schøyens Bilcentraler A.S.
10.12	Pledge Agreement, dated January 22, 2004, between Concordia Bus Finland Oy Ab as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge and bearer notes.
10.13	First Ranking Pledge of Floating Charge, dated January 22, 2004, between Alpus AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.14	First Ranking Pledge of Floating Charge, dated January 22, 2004, between Enköping-Bålsta Fastighetsbolag AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.15	First Ranking Pledge of Floating Charge, dated January 22, 2004, between Malmfältens Omnibus AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.

II-31

10.16	First Ranking Pledge Agreement, dated January 22, 2004, between Swebus AB and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.17	Second Pledge of Floating Charge, dated January 22, 2004, between Swebus AB and Concordia Bus Nordic AB (publ) in respect of floating charge.
10.18	Pledge of Accounts, dated January 22, 2004, between Ingeniør M.O. Schøyens Bilcentraler A.S. and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge.
10.19	Intragroup Loan Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ), as Pledgor, and Deutsche Trustee Company Limited, as Security Trustee.
10.20	Declaration of Pledge of Ingeniør M.O. Schøyens Bilcentraler A.S. of Trade Receivables, dated January 22, 2004.
11.1	Statement re computation of per share earnings.
21.1	Subsidiaries of registrant.
23.1	Consent of Deloitte & Touche AB.
23.2	Consent of Deloitte & Touche AB.
23.3	Consent of Deloitte & Touche AS.
23.4	Consent of Clifford Chance Limited Liability Partnership, U.S. counsel (included in Exhibit 5.1).
23.5	Consent of Advokatfirman Lindahl HB (included in Exhibit 5.2).
24.1	Powers of Attorney (included on signature page).
25.1	Statement of eligibility of trustee on Form T-1.
99.1	Letter of Transmittal.

II-32

EX-3.1

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Exhibit 3.1

Reg.no 556031-8569 The English text is an unofficial translation only

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is Concordia Bus Nordic AB (publ).

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall hold and manage real property and personal property, primarily shares in subsidiaries, furthermore the company shall carry on financial business comprising leasing of real property and personal property, primarily vehicles, trading in securities and currencies, and thereto related activities. The company shall, however, not carry on business that falls under the Banking Act (Sw: Lag om bankrörelse) or the Act on Credit Limited Liability Companies (Sw: Lag om kreditaktiebolag).

§4.

The company's minimum share capital shall be SEK 10,000,000 and the maximum share capital shall be SEK 40,000,000.

§5.

Each share shall have a par value of SEK 100.

§6.

All shares shall comprise an equal share in the company's assets and profit.

The board of directors shall consist of not less than four and not more than ten Directors and not more than four deputy directors.

One or two auditors, with or without deputy auditors, shall be appointed at an annual general meeting of shareholders for a period until the end of the annual general meeting of the shareholders held during the fourth financial year following the appointment of the auditor(s).

§7.

One or two auditors, with or without deputy auditors, shall be appointed at the annual general meeting of shareholders for a period until the end of the next annual general meeting of the shareholders.

§8.

Notice convening a General Meeting of Shareholders shall be made by advertisement in the Swedish Official Gazette (Sw: Post- och Inrikestidningar) and in Dagens Nyheter.

§9.

The fiscal year of the company is March 1 - February 28 (February 29).

§10.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§11.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§12.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to



a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;



b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§13.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.1

Org.nr.556031-8569	inkom PRV Bolag
010216	2001-04- 2 3

BOLAGSORDNING

§I.

Bolagets firma är Concordia Bus Nordic AB (pub])

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall äga och förvalta fast och lös egendom, i första hand aktier i dotterbolag, vidare skall bolaget bedriva finansiell verksamhet inbegripet uthyrning av fast och lös egendom, företrädesvis fordon, handel med värdepapper och valutor samt annan härmed förenlig verksamhet. Bolaget skall dock inte bedriva sådan verksamhet.som avses i lag om bankrörelse eller lag om kreditaktiebolag.

§4.

Bolagets aktiekapital skall utgöra Lägst 10.000.000 och högst 40.000.000 kronor.

§5.

Aktie skall lyda på 100 kronor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

Styrelsen skall bestå av fyra till tio ledamöter med högst fyra suppleanter.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§7.

En eller två revisorer med eller utan lika många suppleanter väljes årligen på ordinarie bolagsstämma intill slutet av nästa ordinarie bolagsstämma.

§8.

Kallelse till bolagsstämma skall ske genom annonsering i Post- och Inrikestidningar och i Dagens Nyheter.

§9.

Bolagets räkenskapsår skall vara från den 1 mars—den 28 februari (29 februari).

§10.

Vid bolagsstämman får varje röstberättigad rösta för fulla antalet av honom ägda och företrädda äktier utan begränsning i iostetalet.

§11.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§12.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

Godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i förekommande fall, koncernresultaträkning och koncernbalans-räkning.

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer.

8.

fastställande av styrelse- och revisionsarvoden



9.

val av styrelse och, i förekommande fall, revisorer samt eventuella revisorsuppleanter.



10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§13.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Atkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktieboken eller eljest är känd för bolaget med anmodan till den, som önskar begagna sig av Lösningsrätten, att skriftligen framställa Iösningsanspråk hos bolaget inom två månader, räknat från anmälan hos styrelsen om akties övergång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan bestämmas genom lottning, verkställd av notarius publicus dock att, om samtidigt flera aktier hembjudits, aktierna först, så Långt ske kan, skall jämt fördelas bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsämjande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbeloppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsanspråk eller Lösen inte erlägges inom föreskriven tid, äger den, som gjort hembudet, att bli registrerad för aktien.

2

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Exhibit 3.1

ARTICLES OF ASSOCIATION

Exhibit 3.1

BOLAGSORDNING

EX-3.2

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Exhibit 3.2

Reg.no 556028-1122 The English text is an unofficial translation only

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is Concordia Bus Nordic Holding AB.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall hold and manage personal property, primarily shares in subsidiaries, furthermore the company shall carry on financial business comprising leasing of personal property, primarily vehicles, trading in securities and currencies, and thereto related activities.

§4.

The company's minimum share capital shall be SEK 300,000 and the maximum share capital shall be SEK 1,200,000.

§5.

Each share shall have a par value of SEK 1,000.

§6.

The board of directors shall consist of 3-10 directors and 0-10 deputy directors. The board of directors is appointed at the Annual General Meeting of Shareholders for a period until the end of the next Annual General Meeting of the shareholders.

1-2 auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§7.

General Meeting of Shareholders shall be convened by letter to the shareholders at the earliest four and at the latest two weeks before the Meeting.

§8.

The fiscal year of the company is March 1 - February 28 (February 29).

§9.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting.

2.

Preparing and approval of the voting list.

3.

Election of one or two persons to approve the minutes.

4.

Approval of the agenda.

5.

Resolution on whether the meeting has been duly convened.

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated profit and loss statement and the consolidated balance sheet.

7.

Resolution in respect to

8.

a)    adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet,

b)

appropriation of the profit or loss according to the adopted balance sheet and,

c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.

9.

Determination of fees to the Board of Directors and the Auditor(s).

10.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).

11.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

Adopted at the Extraordinary General Meeting January 5, 2004.

Exhibit 3.2

Org.nr 556028-1122

BOLAGSORDNING

§1.

Bolagets firma är Concordia Bus Nordic Holding AB.

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall äga och förvalta lös egendom, i första hand aktier i dotterbolag, vidare skall bolaget bedriva finansiell verksamhet inbegripet uthyrning av lös egendom, företrädesvis fordon, handel med värdepapper och valutor samt härmed förenlig verksamhet.

§4.

Bolagets aktiekapital skall utgöra lägst 300.000 kronor och högst 1.200.000 kronor.

§5.

Aktie skall lyda på 1.000 kronor.

§6.

Styrelsen skall bestå av 3-10 ledamöter med 0-10 suppleanter. Den väljes årligen på ordinarie bolagsstämma för tiden intill dess nästa ordinarie bolagsstämma har hållits.

1-2 revisorer med eller utan revisorssuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§7.

Kallelse till bolagsstämma skall ske genom brev med posten till aktieägarna tidigast fyra och senast två veckor före stämman.

§8.

Bolagets räkenskapsår är brutet från första mars till sista februari.

§9.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

Val av ordförande vid stämman.

2.

Upprättande och godkännande av röstlängd.

3.

Val av en eller flera justeringsmän.

4.

Godkännande av dagordningen.

5.

Prövning av om stämman blivit behörigen sammankallad.

6.

Föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernresultaträkning och koncernbalansräkning.

7.

Beslut om;

8.

a)    fastställelse av resultaträkning och balansräkning samt, i förekommande fall, koncernresultaträkning och koncernbalansräkning,

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen,

c)

ansvarsfrihet åt styrelsen och verkställande direktören.

9.

Fastställande av styrelse- och revisionsarvode.

10.

Val av styrelse och eventuella styrelsesuppleanter samt revisor eller revisorer och eventuella revisorssuppleanter.

11.

Annat ärende som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

Antagen på extra bolagsstämma den 5 januari 2004

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Exhibit 3.2

ARTICLES OF ASSOCIATION

Exhibit 3.2

BOLAGSORDNING

EX-3.3

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Exhibit 3.3

Reg.no 556057-0128	The English text is an unofficial translation only
	Appendix to Minutes from Extraordinary General Meeting 2001-02-16.

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is Swebus Aktiebolag.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall conduct transport- and carrier services with buses, tyre reparing-, tyre retreading-, petrol station-, conference- and restaurant services, and thereto related activities with right for the company to hold and manage real and personal property.

§4.

The company's minimum share capital shall be SEK 300,000 and the maximum share capital shall be SEK 1,200,000.

§5.

Each share shall have a par value of SEK 100.

§6.

All shares shall give an equal share in the company's assets and profit.

§7.

The board of directors shall consist of three to six Directors with the same maximum amount of deputy directors.

The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

One or two auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

General Meeting of Shareholders shall be convened by letter to the shareholders within time as stated in the Companies Act (Sw: Aktiebolagslagen).

§10.

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§13.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to



a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;



b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§14.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.3

Org.nr. 556057-0128 Bilaga till protokoll från extra bolags-stämma 2001-02-16

BOLAGSORDNING

§1.

Bolagets firma at Swebus Aktiebolag.

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall bedriva transport- och åkerirörelse med buss, gummiverkstads-, regummerings-, bensinstations-, konferens- och restarurangrörelse, jämte härmed förenliga verkamheter med rätt för bolaget att äga och förvalta lös och fast egendom.

§4.

Bolagets aktiekapital skall utgöra lägst 300.000 och högst 1.200.000 kronor.

§5.

Aktie skall lyda på 100 kronor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7.

Styrelsen skall bestå av tre till sex Ledamöter med eller utan sruppleanter.

Ledamöter och eventuella suppleanter väljs årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§9.

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§10.

Bolagets räkenskapsår skall vara från den 1 mars till den 28 februari (29 februari).

§11.

Vid bolagsstämman får varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§13.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i före-kommande fall, koncernresultaträkning och koncernbalans-räkning

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer

8.

fastställande av styrelse- och revisionsarvoden

9.

val av styrelse och, i förekommande fall, revisorer samt eventuella re-visorsuppleanter



10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§14.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktie-boken eller eljest är känd för bolaget med anmodan till den, som önskar be-gågna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bo-laget inom två månader, räknat från anmälan hos styrelsen om akties över-gång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan be-stämmas genom lottning, verkställd av notarius publicus dock att, om samti-digt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt förde-las bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsäm-jande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbe-loppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsan-språk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hem-budet, att bli registrerad för aktien.

2

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Exhibit 3.3

ARTICLES OF ASSOCIATION

Exhibit 3.3

BOLAGSORDNING

EX-3.4

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Exhibit 3.4

The English text is an unofficial translation only

ARTICLES OF ASSOCIATION

§1.

Corporate name

The corporate name of the company is Swebus BusCo AB.

§2.

Registered Office

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

Company object

The company shall hold and manage personal property, primarily vehicles, furthermore the company shall carry on financial business comprising leasing of personal property, primarily vehicles, trading in securities and currencies, and thereto related activities. The company shall, however, not carry on business that falls under the Banking Act (Sw: Lag om bankrörelse) or the Act on Credit Limited Liability Companies (Sw: Lag om kreditaktiebolag).

§4.

Share capital

The company's minimum share capital shall be SEK 100,000 and the maximum share capital shall be SEK 400,000.

§5.

Par Value of Shares

Each share shall have a par value of SEK 100.

§6.

Board of Directors and auditors

The board of directors shall consist of 3-10 directors and 0-10 deputy directors.

The board of directors is appointed at the annual general meeting of shareholders for a period until the end of the next annual general meeting of the shareholders.

1-2 auditors, with or without deputy auditors, shall be appointed at an annual general meeting of shareholders for a period until the end of the annual general meeting of the shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§7.

Resolutions of the Board of Directors

If equal votes occur under a voting within the Board of Directors the Chairman will not have casting vote.

§8.

Notice

General Meeting of Shareholders shall be convened by letter to the shareholders within the time-limit set out in the Companies Act (Sw: Aktiebolagslagen).

§9.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;



2.

Preparing and approval of the voting list;



3.

Approval of the agenda;



4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;



6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;



7.

Resolutions in respect to



a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;



b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

At Meetings of the Shareholders every person entitled to vote may vote for the entire number of shares owned and represented by him without restrictions as to the number of votes.

§10.

Fiscal year

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

Pre-emption right

If a share is transferred to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection therewith and, if title to such share is transferred by way of purchase, information about the purchase price shall be provided.

When notice has been made, the board of directors shall immediately notify each shareholder in writing, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

In the event that several persons entitled to exercise a right of pre-emption submit such notice, their respective right of priority shall be determined by drawing of lots, however, in the event that several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption in relation to their earlier holdings of shares.

For a share subject to pre-emption right in the above manner, the price shall be:

a.

when title has been transferred by way of purchase, the price shall correspond to the purchase price, and



b.

when title has been transferred in another way than by purchase and failing an agreement on transfer price, determined by arbitrators nominated under the Arbitration Act (1999:116).

If transfer has been made by way of purchase, and if the new owner when required is unable to present a contract note or a transcript from a protocol from a public auction or any other written transfer note, witnessed by two persons and containing the purchase terms, or if there is a reason to believe that what is stated in the transfer note is not what has been agreed, in good faith

2

between the seller and the buyer, or paid, the transfer price shall be determined in accordance with what is stated in item b above.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if, when the pre-emption price is set, the share has not within 20 days been transferred, the person who has made the offer of the pre-emption shall be registered for the shares.

3

Exhibit 3.4

Swebus BusCo AB

BOLAGSORDNING

        2004-01-14

§1

Firma

Bolagets firma är

Swebus BusCo AB

Styrelsens säte

Styrelsen har sitt säte i kommun 80, Stockholm

§3

Verksamhet

Bolaget skall äga och förvalta lös egendom, i första hand fordon, vidare skall bolaget bedriva finansiell verksamhet inbegripet uthyrning av lös egendom, företrädesvis fordon, handel med värdepapper och valutor samt härmed förenlig verksamhet, Bolaget, skall dock inte bedriva sådan verksamhet som avses i lag om bankrörelse eller lag om kreditaktiebolag.

§4

Aktiekapital

Aktiekapitalet utgör lägst 100.000 kronor och högst 400.000 kronor.

§5

Aktiebelopp

Aktie lyder på 100 kronor.

§6

Styrelse och revisorer

Styrelsen består av 3 - 10 ledamöter med 0 - 10 suppleanter

Den väljes årligen på ordinarie bolagsstämma för tiden intill dess nästa ordinarie bolagsstämma har hållits.

1-2. revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§7

Styrelsebeslut

Uppkommer vid omröstning inom styrelsen lika röstetal har styrelsens ordförande inte utslagsröst.

§8

Kallelse

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§9

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

På ordinarie bolagsstämma skall följande ärenden förekomma:

1.

Val av ordförande vid stämman.



2.

Upprättande och godkännande av röstlängd.



3.

Godkännande av dagordning.



4.

Val av en eller två protokolljusterare.



5.

Prövning av om stämman blivit behörigen sammankallad.

6.

Föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse.



7.

Beslut



a.

om fastställande av resultaträkning. och balansräkning samt, i förekommande fall; koncernresultaträkning och koncernbalansräkning.



b.

om dispositioiner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen.



c.

om ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer.



8.

Fastställande av styrelse- och revisorsarvoden.



9.

Val av styrelse och, i förekommande fall, revisorer samt eventuella revisorsuppleanter.



10.

Annat ärende som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

Vid bolagsstämma må envar röstberättigad rösta för hela antalet av honom ägda och företrädda aktier, utan begränsning i röstetalet.

§10

Räkenskapsår

Bolagets räkenskapsår är 0301 -0228 (0229).

§11.

Hembud

Har aktie övergått till annan person, ska aktien genom skriftlig anmälan hos bolagets styrelse genast hembjudas aktieägarna till inlösen. Åtkomsten av aktien ska därvid styrkas samt, där äganderätten har övergått genom köp, uppgift lämnas om köpesumman.

När aktie sålunda har hembjudits till inlösen, skall styrelsen genast skriftligen underrätta bolagets aktieägare om detta med anmodan till den, som önskar begagna sig av lösningsrätten, att skriftligen anmäla sig hos styrelsen inom två månader, räknat från anmälan hos styrelsen om aktiens övergång.

Anmäler sig flera berättigade, ska företrädesrätten dem emellan bestämmas genom lottning, dock att, om samtidigt flera aktier har hembjudits, aktierna först, så långt ske kan, ska jämt fördelas bland dem, som vill lösa, i proportion till deras tidigare aktieinnehav.

För sålunda hembjuden aktie ska erläggas i lösen:

a.

när äganderätten har övergått genom köp, den därvid bestämda köpeskillingen, och



b.

när äganderätten har övergått på annat sätt än genom köp och överenskommelse ej kunnat ske i fråga om lösenbeloppets storlek, det belopp som aktien har värderats till av skiljemän, utsedda enligt lag om skiljeförfarande.

Har aktie övergått genom köp, och kan inte den nye ägaren, om så begärs, angående köpen köpet visa avräkningsnota eller utdrag av protokoll över offentlig auktion eller annan skriftlig, av två personer bevittnad köpehandling, som innehåller köpevillkoren, eller förekommer anledning anta, att mellan säljare och köpare inte har blivit på god tro så bestämt och betalt, som köpehandlingen innehåller, skall lösenbeloppet bestämmas efter den i punkt b. här ovan angivna grunden.

Om inte inom stadgad tid någon anmäler sig vilja lösa hembjuden aktie eller, sedan lösenpriset på dylik aktie i behörig ordning har fastställts, aktien ej inom 20 dagar därefter inlöses, får den, som gjort hembudet, bli registrerad för aktien.

2

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Exhibit 3.4

ARTICLES OF ASSOCIATION

Exhibit 3.4

BOLAGSORDNING

EX-3.5

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Exhibit 3.5

Reg.no 556358-3276	The English text is an unofficial translation only
	The Articles of Association has been adopted at Extraordinary General Meeting 1 October 2001.

ARTICLES OF ASSOCIATION

§1.

Corporate name

The corporate name of the company is Swebus Express AB.

Registered Office

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

Business

The company shall conduct bus traffic services and thereto related activities.

§4.

Share capital

The company's minimum share capital shall be SEK 5,000,000 and the maximum share capital shall be SEK 10,000,000.

§5.

Par value

Each share shall have a par value of SEK 1,000.

§6.

Right to equal share

All shares shall comprise an equal share in the company's assets and profit.

§7.

Board of Directors

The board of directors shall consist of three to six Directors with or without Deputy Directors, or less than three Directors with one or two Deputy Directors. If the board consists of three or more Directors, not more than three Deputy Directors may be elected.

The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

Auditor

In order to review the company's annual report, the consolidated financial statements and the accounts, and the administration of the Board of Directors and the Managing Director shall, when relevant, on Annual General Meeting of the Shareholder's, one or two auditors, with or without deputy auditors, be appointed for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

Convene

General Meeting of Shareholders shall be convened by letter to the shareholders at the earliest four and at the latest two weeks before the Meeting.

§10.

Fiscal year

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

Right to vote at the Shareholders' Meeting

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;



2.

Election of one or two persons to approve the minutes;



3.

Preparing and approval of the voting list;



4.

Approval of the agenda;



5.

Resolution on whether the meeting has been duly convened;



6.

Presentation of the annual report and the Auditors' report,



7.

Resolution in respect to



a)

adoption of the profit and loss statement and the balance sheet,



b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§13.

Transfer of shares

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.5

Swebus Express AB	Bolagsordningen har antagits på
Orgnr.556358-3276	extra bolagsstämma den l oktober 2001
	Bilaga 1

BOLAGSORDNING

§1

Firma

Bolagets firma är Swebus Express AB.

§2

Säte

Styrelsen skall ha sitt säte i Stockholm.

§3

Verksamhet

Bolaget skall bedriva busstrafikrörelse samt annan härmed förenlig verksamhet.

§4

Aktiekapital

Aktiekapitalet skall utgöra lägst 5.000.000 kronor och högst 10.000.000 kronor.

§5

Akties nominella värde

Aktie skall lyda på 1000 kronor.

§6

Akties rätt till andel

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7

Styrelse

Styrelsen skall bestå av tre till sex ledamöter med eller utan suppleanter, eller av mindre än tre ledamöter med en eller två suppleanter. Består styrelsen av tre eller fler ledamöter må högst tre suppleanter utses.

Ledamöter och eventuella suppleanter väljs årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8

Revisor

Far granskning av bolagets årsredovisning och koncernredovisning jämte räkenskaperpa samt styrelsens och verkställande direktörens förvaltning skall, i förekommande fall, på ordinarie bolagsstämma utses en eller två revisorer med eller utan revisorssuppleanter för en period om fyra år.

§9

Kallelse till bolagsstämma

Kallelse till bolagsstämma sker genom brev med posten till aktieägarna tidigast fyra veckor och senast två veckor före stämman.

§10

Räkenskapsår

Bolagets räkenskapsår skall vara från den 1 mars—den 28 februari.

§11

Rösträtt vid bolagsstämma

Vid bolagsstämman far varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12

Bolagsstämma

På ordinarie bolagsstämma skall följande ärende förekomma till behandling:

1.

Val av ordförande vid stämman



2.

Val av en eller två justeringsmän



3.

Upprättande och godkännande av röstlängd



4.

Godkännande av dagordning



5.

Prövning av om stämman blivit behörigen sammankallad



6.

Framläggande av årsredovisningen och revisionsberättelsen



7.

Beslut om



a.

fastställelse av resultaträkning och balansräkning



b.

disposition av årets resultat enligt den fastställda balansräkningen



c.

ansvarsfrihet åt styrelse och verkställande direktör



8.

Fastställande av styrelse- och revisionsarvode



9.

Val av styrelse och styrelsesuppleanter samt revisor eller revisorer och eventuella revisorssuppleanter.



10.

Annat ärende, som ankommer på bolagsstämman enligt aktiebolagslagen eller bolagsordningen.

§13

Överlåtelse av aktier

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktieboken eller eljest är känd for bolaget med anmodan till den, som önskar begagna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bolaget inom två månader, räknat från anmälan hos styrelsen om akties övergång.

Anmäler sig flera Iösningsberättigade, skall företrädesrätten dem emellan bestämmas genom lottning, verkställd av notarius publicus dock att, om samtidigt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt fördelas bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsämjande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbeloppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsanspråk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hembudet, att bli registrerad för aktien.

2

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Exhibit 3.5

ARTICLES OF ASSOCIATION

Exhibit 3.5

BOLAGSORDNING

EX-3.6

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Exhibit 3.6

Reg.no 556097-8990	The English text is an unofficial translation only
	Appendix to Minutes from Extraordinary General Meeting 2000-06-28.

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is Interbus AB.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall conduct transport business and thereto related activities.

§4.

The company's minimum share capital shall be SEK 500,000 and the maximum share capital shall be SEK 2,000,000.

§5.

Each share shall have a par value of SEK 100.

§6.

All shares shall comprise an equal share in the company's assets and profit.

§7.

The board of directors shall consist of three to six Directors with or without deputy directors. The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

One or two auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

General Meeting of Shareholders shall be convened by letter to the shareholders within time as stated in the Companies Act (Sw: Aktiebolagslagen).

§10.

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§13.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to

a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;

b)

appropriation of the profit or loss according to the adopted balance sheet and;

c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§14.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.6

Org.nr. 556097-8990	Bilaga 1 till protokoll från extra
	bolagsstämma 2000-06-28

BOLAGSORDNING

§1.

Bolagets firma är Interbus AB.

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall bedriva trafikrörelse samt annan härmed förenlig verksamhet.

§4.

Bolagets aktiekapital skall utgöra Lägst 500.000 och högst 2.000.000 kronor.

§5.

Aktie skall lyda på 100 kronor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7.

Styrelsen skall bestå av tre till sex ledamöter med eller utan suppleanter. Ledamöter och eventuella suppleanter väljes årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

9.

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§10.

Bolagets räkenskapsår skall vara från den 1 mars till den 28 februari (29 februari).

§11.

Vid bolagsstärnman får varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§13.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i förekommande fall, koncernresultaträkning och koncernbalans-räkning

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer

8.

fastställande av styrelse- och revisionsarvoden

9.

val av styrelse och, i förekommande fall, revisorer samt eventuella revisorsuppleanter

10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§14.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktieboken eller eljest är känd för bolaget med anmodan till den, som önskar begagna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bolaget inom två månader, räknat från anmälan hos styrelsen om akties övergång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan bestämmas genom lottning, verkställd av notarius publicus dock att, om samtidigt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt fördelas bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsämjande, bestämmes i den ordning gällande lag om skiljemän stadgar.

Lösenbeloppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsanspråk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hembudet, att bli registrerad för aktien.

2

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Exhibit 3.6

ARTICLES OF ASSOCIATION

Exhibit 3.6

BOLAGSORDNING

EX-3.7

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Exhibit 3.7

UNOFFICIAL OFFICE TRANSLATION

CERTIFICATE OF REGISTRATION

Business Register Number:		915 768 237	Limited Company
Date of incorporation:		28.11.1969	Transferred to the Register of Business Enterprises: 17.12.1988
Firm:		INGENIØR M O SCHØYENS BILCENTRALER AS
Business Address:		Drammensveien 155 C 0277 OSLO
Municipality:		0301 OSLO
Country:		Norway
Postal address:		Postboks 256 Skøyen 0213 OSLO
Share capital NOK:		750,000.00
The capital is fully paid
Managing director/CEO:
	Sjur Eskild Brenden
Board of directors: Chairman:
	Frode Larsen		Representative of the holders of A-shares
	Vendla 56 1397 NESØYA
Deputy chairman:
	Georg Kervel		Representative of the holders of A-shares
Board members:
	Vasant Mistry		Representative of the holders of A-shares
	Anne Merete Stoltz Nicolaysen		Representative of the holders of A-shares
	Kjetil Waal		Employee representative
	Kjell Sæther		Employee representative
Alternate board members:
	Kjell Kristiansen		Employee representative
	Elisabeth Frostad		Employee representative
Signing authority:
	The chairman and one additional member of the board of directors have the joint signing authority for the company.
Power of attorney:
	Sjur Eskild Brenden
Accountant:
	Accountant number 980 211 282 DELOITTE STATSAUTORISERTE RVISORER AS Karenslyst Alle 20 0213 OSLO		Chartered Accountants
Objective:
	To administer and operate public transportation in the widest sence, including the performance of administrative and operational tasks for other businesses.

UNOFFICIAL OFFICE TRANSLATION
Adopted at the Shareholders meeting on 27 June 2002

ARTICLES OF ASSOCIATION

FOR

INGENIØR M. O. SCHØYENS BILCENTRALER AS

§ 1

        The name of the company is Ingeniør M. O. Schøyens Bilcentraler AS.

§ 2

        The objective of the company is to administer and operate public transportation in the widest sense, including the performance of administrative and operational tasks for other businesses.

§ 3

        The company's registered office is in Oslo.

§ 4

        The share capital of the company is NOK 750.000,- divided on 750 shares, each in the amount of NOK 1000,- and designated by name. Transfer of shares is not valid towards the company without approval of the board of directors.

§ 5

        The bodies of the company are:

I

The shareholders' meeting



II

The corporate assembly



III

The board of directors

§ 6

        The ordinary shareholders' meeting shall be held each year within the end of the month of August and be summoned with no less than 14 days' notice.

        The shareholders' meeting shall;

a)

Consider the annual report and accounts closed as per 28 February, hereunder distribution of dividends.



b)

Elect 2/3 of the members of the corporate assembly with alternates and the accountant—and determine the remuneration of the accountant.



c)

Decide upon other matters presented to it by the board of directors, the corporate assembly of the shareholders.

        Summons to the shareholders' meeting shall be carried out through letters to the shareholders with the annual report, accounts and auditors statement enclosed.

        The summons for the shareholders' meeting shall include a list of the matters to be considered by the shareholders' meeting. Matters to be considered by the shareholders' meeting must be presented to the board of directors no later than three weeks prior to the date of the shareholders' meeting.

        Each share carries one vote at the shareholders' meeting. A shareholder may elect to meet by proxy. The proxy must be evidenced by written power of attorney.

        Extraordinary shareholders' meeting may be summoned with at least eight days notice when the board of directors, the corporate assembly or shareholders representing at least 1/10 of the share capital so request.

§ 7

        The board of directors of the company shall consist of from 5 - 8 members with the addition of up to 4 alternates.

        The chairman and one additional member of the board of directors have the joint signing authority for the company.

        The Board of directors may grant power of attorney.

        In order to adopt valid resolutions a quorum of at least half of the members of the board of director must participate. In case of a voting tie the vote of the chairman will be decisive. Board members above the age of 70 years are not eligible for election.

§ 8

        The company shall have a corporate assembly consisting of 12 members. 2/3 of the members shall be elected by the shareholders' meeting and 1/3 shall be elected by the employees.

        The corporate assembly elects the chairman of the board of directors and the members of the board of directors. The election is carried out by majority vote unless 1/3 of the members of the corporate assembly demand that the election be carried out by the method of proportional representation.

        1/6 of the members of the corporate assembly may demand that a meeting be summoned.

§ 9

        Proposal for amendment of these articles of association must be presented to the Board within 3 weeks prior to the shareholders' meeting. Amendment of the articles of association may only be resolved by a majority of at least 2/3 of the votes cast.

§ 10

        Matters that are not regulated in these articles of association shall be governed by the laws regarding limited companies in force from time to time.

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Exhibit 3.7

ARTICLES OF ASSOCIATION FOR INGENIØR M. O. SCHØYENS BILCENTRALER AS

EX-3.8

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Office translation from Finnish into English

Exhibit 3.8

NATIONAL BOARD OF PATENTS AND REGISTRATION
Trade Register System

EXTRACT FROM THE TRADE REGISTER

Company:
Concordia Bus Finland Oy Ab

Business Identity Code:	0505988-8
Trade Register No.	317.306
Date of registration:	24 March 1983
Company form:	limited company
Domicile:	Espoo

Contact information of the company:
Street address: Klovinpellontie 5, 02180 Espoo

Registered entries:

FIRM (Registered 18 February 2000)
Concordia Bus Finland Oy Ab.

FIELD OF BUSINESS (Registered 24 March 1983)
The company is engaged in professional car, lorry and bus transport; in acting as intermediary in chartered bus transport; in information, consultation and inspection services related to bus transport; in selling cars and spare parts; and in travel agency business.

AUXILIARY FIRM NAME (Registered 27 September 1995)
Transbus.

FIELD OF BUSINESS OF AUXILIARY FIRM NAME (Registered 27 September 1995)
The company is engaged in professional bus transport in the metropolitan area under its auxiliary firm name.

AUXILIARY FIRM NAME (Registered 17 January 1996)
Espoon Auto.

FIELD OF BUSINESS OF AUXILIARY FIRM NAME (Registered 17 January 1996)
The company is engaged in professional bus transport in Uusimaa province under its auxiliary firm name.

AUXILIARY FIRM NAME (Registered 14 April 1998)
Swebus Finland.

FIELD OF BUSINESS OF AUXILIARY FIRM NAME (Registered 14 April 1998)
The company is engaged in professional bus transport in Helsinki, Espoo and Vantaa under its auxiliary firm name.

DOMICILE (Registered 24 March 1983)
Espoo.

ACCOUNTING PERIOD (Registered 18 February 2000)
The accounting period of the company begins on the first day of March and ends on the last day of February.

FOUNDATION (Registered 24 March 1983)
The articles of association were approved in the constitutive meeting held on 9 February 1983.

AMENDMENT OF ARTICLES OF ASSOCIATION (Registered 18 February 2000)
The articles of association were amended on 15 February 2000.

SHARE CAPITAL (Registered 2 February 2002)
Share capital 3,363,758.53 euro, fully paid.
Shares 2,000.
Nominal value of a share 1,681.88 euro.
The nominal value is not an exact value.

MINIMUM AND MAXIMUM CAPITAL (Registered 2 February 2002)
Minimum capital: 2,522,818.90 euro.
Maximum capital: 10,091,275.59 euro.

BOARD OF DIRECTORS (Registered 27 February 2002)
Chairman:
02.03.1952 Larsen Frode
Ordinary members:
240458-087F Damstén Berndt Mikael
19.04.1954 Kervel Georg
27.02.1958 Mistry Vasant

OTHER MANAGEMENT (Registered 9 July 2002)
Managing Director:
031267-033Y Gustafsson Jouni Juhani

AUDITORS (Registered 6 February 2003)
Auditor:
Deloitte & Touche Oy, business identity code 0989771-5, Trade Register System
            Auditor of principal responsibility:
            201048-4617 Tuominen Jorma Antero

STATUTORY REPRESENTATION (Registered 14 April 1994)
The company's name is signed by the board of directors by virtue of the Companies Act.

SIGNING FOR THE COMPANY (Registered 11 January 1995)
In accordance with the articles of association, the name of the company is signed by a member of the board and the managing director together, as well as two members of the board of directors jointly.

EMPOWERED AS SIGNATORIES (Registered 9 July 2002)
031267-033Y Gustafsson Jouni Juhani
The persons above are empowered as signatories to sign the name of the company jointly with following persons empowered to sign for the company:
270555-069V Tuokila Aku Johannes
140745-529B Tuomola Pertti Jouko Olavi

DOCUMENTS CONCERNING FINANCIAL STATEMENT (Registered 30 June 2003)
The financial statement from the period 1 March 2002 - 28 February 2003.

PERSONAL PARTICULARS IN FORCE
240458-087F Damstén Berndt Mikael, Finnish citizen, Siltatie 2 B 5, 00140 Helsinki
031267-033Y Gustafsson Jouni Juhani, Finnish citizen, Siltasaarenkatu 11 C 58, 00530 Helsinki
19.04.1954 Kervel Georg, Norwegian citizen, Ringsveien 15 B, 1368 Stabekk, Norja
02.03.1952 Larsen Frode, Norwegian citizen, Vendla 56, 1397 Nesøya, Norja

2

27.02.1958 Mistry Vasant, Citizen of the United Kingdom, Andrenbakken 15 B, 1392 Vettre, Norja
270555-069V Tuokila Aku Johannes, Finnish citizen, Korpilammentie 1b, 02970 Espoo
201048-4617 Tuominen Jorma Antero, Finnish citizen, Puotilantie 8 A 11, 00910 Helsinki
140745-529B Tuomola Pertti Jouko Olavi, Finnish citizen, Maisematie 10, 01390 Vantaa

HISTORY OF FIRM NAME:
18.02.2000 - Concordia Bus Finland Oy Ab
14.04.1998 - 17.02.2000 Stagecoach Finland Oy Ab
25.01.1995 - 13.04.1998 Oy Swebus Finland Ab
24.03.1983 - 24.01.1995 HPT-Transbus Oy

Date of enquiry: 14 May 2004
Source of information: Trade Register, Arkadiankatu 6 A, 00100 Helsinki.

– OVER –

3

Office translation from Finnish into English

CONCORDIA BUS FINLAND OY AB

ARTICLES OF ASSOCIATION

1 § Trade name and domicile
The trade name of the company is Concordia Bus Finland Oy Ab and its domicile is the city of Espoo.

2 § Field of business
The company's field of business is professional car, lorry and bus transport; acting as intermediary in chartered bus transport; information, consultation and inspection services related to bus transport; selling cars and spare parts; and travel agency.

3 § Minimum and maximum capital
The company's minimum share capital is fifteen million finnmarks (FIM 15,000,000), and the maximum share capital is sixty million euros finnmarks (FIM 60,000,000) within which limits the share capital may be increased or decreased by the decision of the shareholders' meeting without amending the Articles of Association.

4 § The nominal value of the shares
The nominal value of the shares is ten thousand finnmarks (FIM 10,000).

5 § The Board of Directors
The company has a Board of Directors which consists of the minimum of four and maximum of six ordinary members. The term of office of the Board of Directors ends at the closing of the shareholders' meeting following the election. The company has a Managing Director who is elected by the Board of Directors.

6 § Signing for the company
Authorised to sign for the company is the Board of Directors, members of the Board of Directors two together of the Managing Director together with one member of the Board of Directors. The Board of Directors can authorise persons affiliated to the company of other persons two together or one person together with the Managing Director to sign the firm name.

7 § Auditors
The company has one ordinary auditor and he has one substitute. The auditors shall be elected for the time being.

8 § The summons to the shareholders' meeting
The summons to the shareholders' meeting shall be delivered to the shareholders by mail not before than 4 weeks and not later than 8 days before the meeting to the addresses provided by the shareholders to the share register of the company.

9 § The general shareholders' meeting
The general shareholders' meeting shall be held annually by the end of August the day the Board of Directors sets it for.

At the meeting:

shall be presented

1.

the financial statements comprising of a profit and loss account, a balance sheet and a annual report

2.

the auditor's report

shall be resolved on

3.

the adoption of the profit and loss account and the balance sheet

4.

any measures warranted by the profit or loss shown in the adopted balance sheet

5.

the granting of discharge from liability of the members of the Board of Directors and the Managing Director

6.

the remuneration of the Board of Directors

shall be elected

7.

a member and a deputy member of the Board of Directors and, when necessary

8.

the auditor and his substitute.

10 § Accounting period
The accounting period of the company ends early on the last day of February.

2

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Exhibit 3.8

EX-3.9

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Exhibit 3.9

Reg.no 556031-3354	The English text is an unofficial translation only
	Appendix to Minutes from Extraordinary General Meeting 2000-02-11.

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is SWEBUS FASTIGHETER AB.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall hold and manage real property and personal property.

§4.

The company's minimum share capital shall be SEK 1,000,000 and the maximum share capital shall be SEK 4,000,000.

§5.

Each share shall have a par value of SEK 100.

§6.

All shares shall comprise an equal share in the company's assets and profit.

§7.

The board of directors shall consist of three to six Directors with or without deputy directors.

The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

One or two auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

General Meeting of Shareholders shall be convened by letter to the shareholders within time as stated in the Companies Act (Sw: Aktiebolagslagen).

§10.

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§13.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to

a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;

b)

appropriation of the profit or loss according to the adopted balance sheet and;

c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§14.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.9

Org.nr. 556031-3354 Bilaga till protokoll från extra bolags-stamina 2000-02-))

BOLAGSORDNING

§1.

Bolagets firma är SWEBUS FASTIGHETER AKTIEBOLAG.

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall äga och förvalta fast och lös egendom.

§4.

Bolagets aktiekapital skall utgöra lägst 1.000.000 och högst 4.000.000 kronor.

§5.

Aktie skall lyda på 100 kronor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7.

Styrelsen skall bestå av tre till sex ledamöter med eller utan suppleanter.

Ledamöter och eventuella suppleanter väljs årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§9.

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§10.

Bolagets räkenskapsår skall vara från den 1 mars till den 28 februari (29 februari).

§11.

Vid bolagsstämman far varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§13.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i före-kommande fall, koncernresultaträkning och koncernbalans-räkning

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer

8.

fastställande av styrelse- och revisionsarvoden

9.

val av styrelse och, i förekommande fall, revisorer samt eventuella re-visorsuppleanter

10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§14.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktie-boken eller eljest är känd för bolaget med anmodan till den, som önskar be-gagna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bo-laget inom två månader, räknat från anmälan hos styrelsen om akties över-gång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan be-stämmas genom lottning, verkställd av notarius publicus dock att, om samti-digt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt förde-las bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsäm-jande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbe-loppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsan-språk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hem-budet, att bli registrerad för aktien.

2

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Exhibit 3.9

ARTICLES OF ASSOCIATION

Exhibit 3.9

BOLAGSORDNING

EX-3.10

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 3.10

Reg.no 556011-8571	The English text is an unofficial translation only
	Appendix to Minutes from Extraordinary General Meeting 2000-02-11.

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is ALPUS AKTIEBOLAG.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall conduct conference-, restaurant- and agent services, and thereto related activities with right for the company to hold and manage real and personal property.

§4.

The company's minimum share capital shall be SEK 1,000,000 and the maximum share capital shall be SEK 4,000,000.

§5.

Each share shall have a par value of SEK 100.

§6.

All shares shall comprise an equal share in the company's assets and profit.

§7.

The board of directors shall consist of three to six Directors with or without Deputy Directors, or less than three Directors with one or two Deputy Directors. Should the Board of Directors consist of three or more Directors a maximum of three Deputy Directors may be appointed.

The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

One or two auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

General Meeting of Shareholders shall be convened by letter to the shareholders within time as stated in the Companies Act (Sw: Aktiebolagslagen).

§10.

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§13.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to



a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;



b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§14.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.10

Org.nr. 556011-8571 Bilaga till protokoll från extra bolagsstämma 2000-02- 1)

BOLAGSORDNING

§1.

Bolagets firma är ALPUS AKTIEBOLAG.

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall bedriva konferens-, restaurang- och agenturrörelse, jämte härmed förenliga verksamheter med rätt för bolaget att äga och förvalta lös och fast egendom.

§4.

Bolagets aktiekapital skall utgöra lägst 1.000.000 och högst 4.000.000 konor.

§5.

Aktie skall lyda på 100 honor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7.

Styrelsen skall bestå av tre till sex ledamöter med eller utan suppleanter, eller av mindre än tre ledamöter med en eller två suppleanter. Består styrelsen av tre eller fler ledamöter må högst tre suppleanter utses.

Ledamöter och eventuella suppleanter väljes årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§9.

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§10.

Bolagets räkenskapsår skall vara från den 1 mars till den 28 februari (29 februari).

§11.

Vid bolagsstämman får varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§13.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i förekommande fall, koncernresultaträkning och koncernbalans-räkning

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer

8.

fastställande av styrelse- och revisionsarvoden



9.

val av styrelse och, i förekommande fall, revisorer samt eventuella revisorsuppleanter



10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§14.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktieboken eller eljest är känd för bolaget med anmodan till den, som önskar begagna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bolaget inom två månader, räknat från anmälan hos styrelsen om akties övergång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan bestämmas genom lottning, verkställd av notarius publicus dock att, om samtidigt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt fördelas bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsämjande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbeloppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsanspråk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hembudet, att bli registrerad för aktien.

2

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Exhibit 3.10

ARTICLES OF ASSOCIATION

Exhibit 3.10

BOLAGSORDNING

EX-3.11

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 3.11

Reg.no 556012-9388	The English text is an unofficial translation only
	Appendix to Minutes from General Meeting of the Shareholders 2000-02-11.

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is ENKÖPING BÅLSTA FASTIGHETS AB.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall hold and manage real and personal property.

§4.

The company's minimum share capital shall be SEK 150,000 and the maximum share capital shall be SEK 600,000.

§5.

Each share shall have a par value of SEK 100.

§6.

All shares shall comprise an equal share in the company's assets and profit.

§7.

The board of directors shall consist of three to six Directors with or without Deputy Directors, or less than three Directors with one or two Deputy Directors. Should the Board of Directors consist of three or more Directors a maximum of three Deputy Directors may be appointed.

The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

One or two auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

General Meeting of Shareholders shall be convened by letter to the shareholders within time as stated in the Companies Act (Sw: Aktiebolagslagen).

§10.

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§13.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to

a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;

b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§14.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

2

Exhibit 3.11

Org.nr. 556012-9388 Bilaga till protokoll från ordinarie bolagsstämma 2000-02-11

BOLAGSORDNING

§1.

Bolagets firma är ENKÖPING-BÅLSTA FASTIGHETS AB.

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall äga och förvalta fast och lös egendom.

§4.

Bolagets aktiekapital skall utgöra lägst 150.000 och högst 600.000 kronor.

§5.

Aktie skall lyda på 100 kronor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7.

Styrelsen skall bestå av tre till sex ledamöter med eller utan suppleanter, eller av mindre än tre ledamöter med en eller två suppleanter. Består styrelsen av tre eller fler ledamöter må högst tre suppleanter utses.

Ledamöter och eventuella suppleanter väljes årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§9.

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§10.

Bolagets räkenskapsår skall vara från den 1 mars till den 28 februari (29 februari).

§11.

Vid bolagsstämman får varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§13.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koncernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i förekommande fall, koncernresultaträkning och koncernbalans-räkning

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer

8.

fastställande av styrelse- och revisionsarvoden

9.

val av styrelse och, i förekommande fall, revisorer samt eventuella revisorsuppleanter



10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§14.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktieboken eller eljest är kand för bolaget med amnodan till den, som önskar begagna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bolaget inom två månader, räknat från anmälan hos styrelsen om akties övergång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan bestämmas genom lottning, verkställd av notarius publicus dock att, om samtidigt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt fördelas bland dem, som framställt lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsämjande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbeloppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsanspråk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hembudet, att bli registrerad för aktien.

2

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Exhibit 3.11

ARTICLES OF ASSOCIATION

Exhibit 3.11

BOLAGSORDNING

EX-3.12

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Exhibit 3.12

Reg.no 556032-0359	The English text is an unofficial translation only
	Appendix to Minutes from Extraordinary General Meeting 2000-02-11.

ARTICLES OF ASSOCIATION

§1.

The corporate name of the company is MALMFÄLTENS OMNIBUS AKTIEBOLAG.

§2.

The registered office of the Board of Directors shall be in the city of Stockholm.

§3.

The company shall conduct professional motor traffic, including repair shops, and thereto related activities.

§4.

The company's minimum share capital shall be SEK 200,000 and the maximum share capital shall be SEK 800,000.

§5.

Each share shall have a par value of SEK 500.

§6.

All shares shall comprise an equal share in the company's assets and profit.

§7.

The board of directors shall consist of three to six Directors with or without Deputy Directors, or less than three Directors with one or two Deputy Directors. Should the Board of Directors consist of three or more Directors a maximum of three Deputy Directors may be appointed.

The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders for the period until the end of the next Annual General Meeting of Shareholders.

§8.

One or two auditors, with or without deputy auditors, shall be appointed at an Annual General Meeting of Shareholders for a period until the end of the Annual General Meeting of the Shareholders held during the fourth fiscal year following the appointment of the auditor(s).

§9.

General Meeting of Shareholders shall be convened by letter to the shareholders within time as stated in the Companies Act (Sw: Aktiebolagslagen).

§10.

The fiscal year of the company is March 1 - February 28 (February 29).

§11.

At the Shareholders' Meetings each shareholder is entitled to vote for the full number of shares that he owns and represents without any restriction of the number of votes.

§12.

Shareholders' Meeting

An Annual General Shareholders' Meeting shall be held every year within six months from the end of the fiscal year.

§13.

The Annual Shareholders' Meeting shall deal with the following matters:

1.

Election of Chairman for the Meeting;

2.

Preparing and approval of the voting list;

3.

Approval of the agenda;

4.

Election of one or two persons to approve the minutes;

5.

Resolution on whether the meeting has been duly convened;

6.

Presentation of the annual report and the Auditors' report, and where applicable, the consolidated financial statement and the consolidated Auditors' report;

7.

Resolution in respect to



a)

adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;



b)

appropriation of the profit or loss according to the adopted balance sheet and;



c)

discharge of liability for the Board of Directors and, where applicable, the Managing Director.



8.

Determination of fees to the Board of Directors and the Auditor(s).



9.

Election of Directors and, where applicable, Auditor(s) and possible Deputy Auditor(s).



10.

Any other matter to be referred to the Meeting under the Companies Act or the Articles of Association.

§14.

If a share is transferred from a shareholder to a person who was not previously a shareholder in the company, a right of pre-emption to such share shall be immediately offered to the other shareholders by written notice to the company's board of directors. Proof of title to such share shall be provided in connection thereto.

When notice has been made, the board of directors shall immediately in writing notify each person entitled to exercise a right of pre-emption, whose address has been entered into the share register or otherwise is known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that notice of transfer of the share was made to the board of directors.

If several persons entitled to exercise a right of pre-emption submit such notices, their respective right of priority shall be determined by drawing of lots, executed by the notary public, however, if several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption.

The pre-emption price shall correspond to the true value of the share, that in failing to reach an agreement, is determined by arbitration under the Arbitration Act (1999:116) The pre-emption price shall be paid within one month from the date of its determination.

If no pre-emption claim is presented by any person entitled to pre-emption within the prescribed time or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the shares.

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Exhibit 3.12

Org.nr. 556032-0359 Bilaga till protokoll från extra bolagsstämma 2000-02-11

BOLAGSORDNING

§1.

Bolagets firma är MALMFÄLTENS OMNIBUS AKTIEBOLAG

§2.

Bolagets styrelse skall ha sitt säte i Stockholm.

§3.

Bolaget skall bedriva yrkesmässig biltrafik, inklusive verkstadsrörelse samt annan härmed förenlig verksamhet.

§4.

Bolagets aktiekapital skall utgöra lägst 200.000 och högst 800.000 kronor.

§5.

Aktie skall lyda på 500 kronor.

§6.

Alla aktier skall medföra samma rätt till andel i bolagets tillgångar och vinst.

§7.

Styrelsen skall bestå av tre till sex ledamöter med eller utan suppleanter, eller §7. av mindre än tre ledamöter med en eller två suppleanter. Består styrelsen av tre eller flera ledamöter må högst tre suppleanter utses.

Ledamöter och eventuella suppleanter väljs årligen på ordinarie bolagsstämma för tiden intill slutet av nästa ordinarie bolagsstämma.

§8.

En eller två revisorer med eller utan revisorsuppleanter väljes på ordinarie bolagsstämma för tiden intill dess ordinarie bolagsstämma har hållits under fjärde räkenskapsåret efter valet.

§9.

Kallelse till bolagsstämma skall ske genom brev med posten inom den tid som anges i aktiebolagslagen.

§10.

Bolagets räkenskapsår skall vara från den 1 mars till den 28 februari (29 februari).

§11.

Vid bolagsstämman får varje röstberättigad rösta för fulla antalet av honom ägda och företrädda aktier utan begränsning i röstetalet.

§12.

Bolagsstämma

Ordinarie bolagsstämma hålles årligen inom 6 månader efter räkenskapsårets utgång.

§13.

På ordinarie bolagsstämma skall följande ärenden förekomma till behandling:

1.

val av ordförande vid stämman

2.

upprättande och godkännande av röstlängd

3.

godkännande av dagordning

4.

val av en eller två protokolljusterare

5.

prövning av om stämman blivit behörigen sammankallad

6.

föredragning av framlagd årsredovisning och revisionsberättelse samt, i förekommande fall, koncernredovisning och koneernrevisionsberättelse

7.

beslut om

a)

fastställande av resultaträkning och balansräkning samt, i före-kommande fall, koncernresultaträkning och koncernbalans-räkning

b)

dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen

c)

ansvarsfrihet åt styrelseledamöter och verkställande direktör när sådan förekommer

8.

fastställande av styrelse- och revisionsarvoden



9.

val av styrelse och, i förekommande fall, revisorer sann eventuella re-visorsuppleanter



10.

annat ärende, som ankommer på stämman enligt aktiebolagslagen eller bolagsordningen.

§14.

Har aktie övergått till person, som inte förut är aktieägare i bolaget, skall aktien genast hembjudas aktieägarna till inlösen genom skriftlig anmälan hos bolagets styrelse. Åtkomsten av aktien skall därvid styrkas.

När anmälan gjorts om akties övergång, skall styrelsen genast skriftligen meddela detta till varje lösningsberättigad, vars postadress är införd i aktie-boken eller eljest är känd för bolaget med anmodan till den, som önskar be-gagna sig av lösningsrätten, att skriftligen framställa lösningsanspråk hos bo-laget inom två månader, räknat från anmälan hos styrelsen om akties över-gång.

Anmäler sig flera lösningberättigade, skall företrädesrätten dem emellan be-stämmas genom lottning, verkställd av notarius publicus dock att, om samti-digt flera aktier hembjudits, aktierna först, så långt ske kan, skall jämt förde-las bland dem, som framställt Lösningsanspråk.

Lösenbeloppet skall utgöras av aktiens verkliga värde, som, i brist av åsäm-jande, bestämmes i den ordning gällande lag om skiljemän stadgar. Lösenbe-loppet skall erläggas inom en månad från den tidpunkt, då lösenbeloppet blev bestämt.

Om inte inom stadgad tid någon lösningsberättigad framställer lösningsan-språk eller lösen inte erlägges inom föreskriven tid, äger den, som gjort hem-budet, att bli registrerad för aktien.

2

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Exhibit 3.12

ARTICLES OF ASSOCIATION

Exhibit 3.12

BOLAGSORDNING

EX-4.1

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Exhibit 4.1

        INDENTURE, dated January 22, 2004 between Concordia Bus Nordic AB (publ), a public limited liability company organized under the laws of Sweden (the "Company"), having its principal executive office at Solna Strandväg 78, SE-171 54 Solna, Sweden, the companies listed as initial guarantors on the signature page hereto, and Deutsche Bank Trust Company Americas (the "Trustee"), a banking corporation organized under the laws of the State of New York, having its principal office at 60 Wall Street, New York, NY 10005.

RECITALS

A.

The Company has duly authorized the creation of an issue of its €130,000,000 9.125% Senior Secured Notes due August 1, 2009 (the "Notes" and each a "Note"), and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. The Notes may consist of either or both of Original Notes or Exchange Notes, each as defined below. The Original Notes and the Exchange Notes shall rank pari passu with each other.

B.

All things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and the Guarantees the valid obligations of the initial guarantors, and to make this Indenture a valid agreement of the Company and the initial guarantors party thereto, in accordance with their and its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

101. Definitions

        For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)

the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)

all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)

all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (whether or not such is indicated herein), and, except as otherwise herein expressly provided, GAAP with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in Sweden at the date of such computation;

(4)

unless otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a consolidated basis in accordance with generally accepted accounting principles but shall not include the accounts of Unrestricted Subsidiaries;

(5)

the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(6)

mentioning anything after "include", "includes" or "including" does not limit what else might be included, and the use of "or" is not exclusive;

(7)

references herein to Sections or Annexes are references to Sections of or Annexes to this Indenture;

(8)

all references in this Indenture or the Notes to "interest" on a Note shall, unless the context otherwise requires, be deemed to include any Special Interest, if any, and Additional Amounts, if any, thereon;

(9)

all references in this Indenture to an Authorized Signatory shall (i) if there is no such person, be deemed to include its reasonable equivalent; and (ii) if such person is required to sign for the Company jointly with another Authorized Signatory, be deemed to refer to, collectively, such person and such other Authorized Signatory which is so required to sign jointly with such person.; and

(10)

whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms used in this Indenture have the following meanings:

"Commission" means the Commission as defined herein;

"indenture securities" means the Notes;

"indenture security holder" means a Holder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the indenture securities means the Company, the Guarantors, or any other obligor (including any other guarantor) in respect of the Notes. All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act by reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

        "Act", when used with respect to any Holder, has the meaning specified in Section 104.

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)

Indebtedness assumed, or secured by a Lien encumbering any asset acquired, by such specified Person.

        "Additional Amounts" has the meaning specified in Section 1018.

        "Additional Notes" means Notes of the same series issued from time to time after the Issue Date under the terms of this Indenture, subject to prior authorization by a Board Resolution (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1108), subject to compliance with the provisions of Section 1008 and Section 303 hereunder.

        "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

2

        "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of any depository for such Note, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory (other than buses) in the ordinary course of business consistent with past practices; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Article Eight and Section 1015 and not by Section 1014; and

(2)

the issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

        Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1)

any single transaction or series of related transactions (other than sales of buses) that (a) involves assets having a fair market value of less than SEK 8,000,000 or (b) results in net proceeds to the Company and its Restricted Subsidiaries of less than SEK 8,000,000, and in each case which when aggregated with the Net Proceeds of all other such disposals does not exceed SEK 25,000,000;

(2)

a transfer of assets between or among the Company and its Wholly Owned Restricted Subsidiaries that are Subsidiary Guarantors, provided that Swebus AB and Swebus Busco AB shall not transfer any assets other than to the Company;

(3)

an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary of the Company, and

(4)

sales of property or equipment that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company and its Restricted Subsidiaries (including, without limitation, buses that the Company has determined in good faith will not meet applicable public transportation authority requirements, which, if met, would permit such buses to be a part of the fleet utilized in local public transportation contracts), provided that any dispositions made pursuant to this parenthetical are made for fair market value (as determined in good faith by the Company's board of directors or the chief financial officer of the Company), and provided further that clause (3) of the first paragraph of Section 1014 is complied with).

        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Authenticating Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Notes.

        "Authorized Signatory" means a person registered with the Swedish Patent and Registration Office (SW. Patent-och Registreringsverket) as authorized to sign for the Company, individually or jointly.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

3

        "Board Resolution" with respect to a company means a copy of a resolution certified by a Managing Director or Authorized Signatory of such company to have been duly adopted by the board of directors of such company and to be in full force and effect on the date of such certification.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the cities of New York, London or Stockholm are authorized or obligated by law or executive order to close.

        "Calculation Date" has the meaning specified in the definition of Disqualified Share Capital.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Cash Equivalents" means:

(1)

Swedish Kronor, euro and US dollars;

(2)

debt securities issued or directly and fully guaranteed or insured by the government of Sweden, the United States of America or the United Kingdom or any agency or instrumentality thereof (provided that the full faith and credit of Sweden, the United States of America or the United Kingdom, respectively, is pledged in support thereof) having maturities of not more than six months from the date of acquisition;

(3)

certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, having a rating of at least P-1 from Moody's and A-1 from S&P;

(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution authorized to operate in Sweden under Swedish banking laws whose long term unsecured, unsubordinated debt rating is at least Aa3 by Moody's or AA- by S&P;

(5)

commercial paper having the highest rating obtainable from Moody's or S&P and in each case maturing within six months after the date of acquisition; and

(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

        "Certificated Note" means any Note substantially in the form set forth in Sections 203 and 204 hereof issued in accordance with Section 305.

        "Change of Control" means the occurrence of any of the following:

(1)

the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder;

(2)

the approval by the holders of Share Capital of any Parent Company or the Company of any plan or proposal for the liquidation or dissolution of such Parent Company or the Company, as applicable (whether or not otherwise in compliance with the provisions of this Indenture);

(3)

before the Public Equity Offering, the Permitted Holders hold less than 51% of the aggregate ordinary voting power represented by the issued and outstanding Share Capital of any Parent Company or the Company;

(4)

after the Public Equity Offering, any Person or group (other than the Permitted Holders) becomes the Beneficial Owner, directly or indirectly, of shares representing more than 35% of the aggregate

4

ordinary voting power represented by the issued and outstanding Share Capital of any Parent Company or the Company and the ownership of such Person or group in such entity shall exceed that of the Permitted Holders collectively;

(5)

the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors of the Company or the first day on which a majority of the members of the board of directors of any Parent Company are not Continuing Directors of such Parent Company; or

(6)

the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Shares of the Company are converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Shares of the Company outstanding immediately prior to such transaction are converted into or exchanged for Voting Shares (other than Disqualified Share Capital) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Shares of such surviving or transferee Person immediately after giving effect to such issuance.

        "Clearstream" means Clearstream Banking, société anonyme.

        "Collateral" means all collateral securing, or purported to be securing, directly or indirectly, the Notes, the Note Guarantees or the obligations to the Trustee and the Security Trustee pursuant to the Security Documents.

        "Commission" means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

        "Company" means Concordia Bus Nordic AB (publ) until a successor Person shall have become such pursuant to the applicable provisions of this Indenture and thereafter "Company" shall mean such successor Person.

        "Company Order" means a written request signed in the name of the Company by its Chief Executive Officer, its Managing Director or a Director, and by its Director of Finance, its Company Secretary or an Assistant Company Secretary, or any equivalent thereof, and delivered to the Trustee.

        "Concordia Bus BV" means Concordia Bus BV, a company organized under the laws of the Netherlands.

        "Concordia Bus Nordic AB" means Concordia Bus Nordic AB (publ), a public limited liability company organized under the laws of Sweden.

        "Consolidated Cashflow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1)

plus an amount equal to any non-recurring loss plus any net loss realized in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income, and minus an amount equal to any extraordinary gain and minus any net gain realized in connection with an Asset Sale, to the extent such gains were included in computing such Consolidated Net Income;

(2)

plus charges classified and reflected as non-recurring on the Issue Date and for any other such period, in each case, on the Company's consolidated financial statements prepared in accordance with GAAP;

5

(3)

plus provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period (other than income or profits taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;

(4)

plus consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income;

(5)

plus depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;

(6)

minus non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its shareholders.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)

the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Subsidiary thereof;

(2)

the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;

(3)

the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;

6

(4)

the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(5)

the cumulative effect of a change in accounting principles will be excluded;

(6)

any restoration to income of any contingency reserve of an extraordinary, non-recurring or unusual nature will be excluded, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued in any period for which Consolidated Net Income is required to be calculated for purposes of this Indenture; and

(7)

for purposes of the "Restricted Payments" covenant, in the case of a successor to the specified Person by consolidation or merger or as a transferee of the specified Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded.

        "Consolidated Net Worth" means, with respect to any Person as of any date, the sum of:

(1)

the consolidated equity of the common shareholders of such Person and its consolidated Subsidiaries as of such date; plus

(2)

the respective amounts reported on such Person's balance sheet as of such date with respect to any series of Preferred Shares (other than Disqualified Share Capital) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such Preferred Shares.

        "Continuing Directors" means, with respect to a company, as of any date of determination, any member of the board of directors of such company who:

(1)

was a member of such board of directors on the Issue Date; or

(2)

was nominated for election or elected to such board of directors with the approval of a majority or, in the event such nomination or election is statutorily by action of the shareholders of or corporate assembly with respect to such company, with the concurrence of a majority, of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

        "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005, Attention: Corporate Trust and Agency Services (telephone 1 212 250 2157, fax 1 212 797 8614) or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

        "covenant defeasance" has the meaning specified in Section 1303.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "defeasance" has the meaning specified in Section 1302.

        "Disposed" means, in respect of an entity, the sale or disposal of such entity (whether by merger, consolidation, the sale of its Share Capital or the sale of all or substantially all of its assets (other than by way of lease)), or the sale or disposal of any intermediary entity through which the Company indirectly owns such entity, to any Person.

7

        "Disqualified Share Capital" means any Share Capital that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is six months after the date on which the Notes mature. Notwithstanding the preceding sentence, any Share Capital that would constitute Disqualified Share Capital solely because the holders thereof have the right to require the Company to repurchase such Share Capital upon the occurrence of a change of control or an asset sale will not constitute Disqualified Share Capital if the terms of such Share Capital provide that the Company may not repurchase or redeem any such Share Capital pursuant to such provisions unless such repurchase or redemption complies with Section 1009.

        "Distribution Compliance Period" means the period of 41 consecutive days beginning on and including the later of (i) the day on which Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of Notes pursuant to the Purchase Agreement occurs.

        "Equity Interests" means Share Capital and all warrants, options or other rights to purchase or acquire Share Capital (but excluding any debt security that is convertible into, or exchangeable for, Share Capital).

        "Euro", "euro" and "€" means the single currency introduced at the start of the third stage of economic and monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union.

        "Euroclear" means The Euroclear System.

        "Event of Default" has the meaning specified in Section 501.

        "Exchange Act" means the United States Securities Exchange Act of 1934 (or any successor statute), as amended from time to time, and the rules and regulations thereunder.

        "Exchange Note" means any note issued by the Company (i) pursuant to the Exchange Offer, (ii) upon the registration of transfer of a Note registered for resale on a Resale Registration Statement or (iii) upon the transfer of, or in exchange for, Notes which are Exchange Notes.

        "Exchange Offer" has the meaning specified in the form of the face of either the Global Note set forth in Section 202 or the Certificated Note set forth in Section 203.

        "Expiration Date" has the meaning specified in the definition of "Offer to Purchase".

        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations; plus

(2)

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

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(3)

any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all payments (whether by way of dividends, distributions or advances, and whether or not in cash), (i) in respect of the Parent Notes, other than interest in respect of the Subordinated Shareholder Loan and (ii) on any series of Preference Shares of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of the Company (other Disqualified Share Capital) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems Preferred Shares subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of Preferred Shares, as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

9

        "GAAP" means accounting principles and practices which are (i) generally accepted in Sweden as of the Issue Date and (ii) consistent with the accounting principles applied by the Company, and any variation to such accounting principles and practices which is not material.

        "Global Note" means a Note evidencing all or a part of all the Notes substantially in the form set forth in Sections 202 and 204 hereof.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Guarantor" means the initial Guarantors named herein and any Subsidiary which is a guarantor of the Notes, including any Person that is required after the date of this Indenture to execute a guarantee of the Notes pursuant to Section 1017 until a guarantor is released in accordance with the terms of this Indenture or until a successor replaces such party pursuant to the applicable provisions of this Indenture (and, in the case of such a replacement, shall mean such successor), in each case to the extent the Note Guarantee issued by such Guarantor is a valid and subsisting Guarantee.

        "Guarantor Intercompany Loans" means the loan from Swebus AB to the Company evidenced by the promissory note dated 22 January, 2004 issued by Swebus AB and payable to the Company in the principal amount of €21,826,913 and the loan from Swebus Busco AB to the Company evidenced by the promissory note dated 22 January, 2004 issued by Swebus Busco AB and payable to the Company in the principal amount of €87,307,650.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1)

any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount interest rate swap, cap, floors, and collar agreements; and

(2)

any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in currency values.

        "Holder" means, with respect to a Note, the Person in whose name such Note is registered in the Note Register.

        "Holding" means Concordia Bus Nordic Holding AB.

        "Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become directly or indirectly liable in respect of such Indebtedness or other obligation including by acquisition of Subsidiaries or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings correlative to the foregoing).

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent,

(1)

in respect of borrowed money;

(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit or bank guarantees (or reimbursement agreements in respect thereof);

(3)

in respect of banker's acceptances;

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(4)

representing Capital Lease Obligations or Attributable Indebtedness with respect to Sale and Leaseback transactions;

(5)

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6)

representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of any other Person secured by a Lien on any asset or property of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person.

        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value thereof, in the case of any Indebtedness issued with original issue discount; or

(2)

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        For the avoidance of doubt, Indebtedness will not include amounts owed under operating leases that would not be Attributable Debt.

        "Indenture" means this instrument as originally executed or as it may from time to time be amended or supplemented by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

        "Indirect Parent" means Concordia Bus AB (publ).

        "Initial Purchasers" means Goldman Sachs International and J.P. Morgan Securities, Ltd.

        "Initial Regulation S Notes" means the Notes sold by the Initial Purchasers in the initial offering contemplated by the Purchase Agreement in reliance on Regulation S.

        "Insolvency Law" means any law applicable to the insolvency of a Person or the relief of debtors generally and, with respect to a Swedish company, means in particular the Bankruptcy Act (Sw. Konkurslagen (1987:672) and the Business Reorganization Act (Sw. lag (1996:764) om företagsrekonstruktion), in each case as amended from time to time, and any successor thereto.

        "Interest Payment Date" means the Stated Maturity of an instalment of interest on the Notes.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 1009.

        "Issue Date" means January 22, 2004, the date of original issuance of the Notes initially issued under this Indenture.

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        "Joint Venture" means, with respect to any Person, any corporation, association, partnership or other business entity of which 50% of the total Voting Shares thereof is owned or controlled, directly or indirectly, by such Person or one or more Wholly Owned Restricted Subsidiaries of such Person (or a combination thereof).

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, assignment or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any option or other agreement to sell or give a security interest.

        "Management Services Agreement" means that agreement dated as of January 14, 2000 among Concordia Bus BV, Concordia Bus Management AS and SBC.

        "Maturity", when used with respect to any Note, means the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred share dividends, excluding, however:

(1)

any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)

any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale paid in cash, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)

no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3)

as to which the lenders have been notified in writing that they will not have any recourse to the shares or assets of the Company or any of its Restricted Subsidiaries.

12

        "Note Guarantee" means a guarantee in favor of the Notes given by a Guarantor pursuant to this Indenture.

        "Note Register" and "Note Registrar" have the respective meanings specified in Section 305.

        "Notes" has the meaning specified in the first paragraph of the Recitals.

        "Obligations" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Offer" has the meaning specified in the definition of Offer to Purchase.

        "Offer to Purchase" means a written offer (the "Offer") sent by the Company to each Holder in accordance with Section 106 on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of such Offer and a settlement date (the "Purchase Date") for purchase of Notes within five Business Days after the Expiration Date. The Company shall notify the Trustee in writing at least 15 Business Days (or such shorter period as is acceptable to the Trustee) before the mailing of the Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase (which at a minimum will include (i) the most recent annual and semi-annual financial statements and "Operating and Financial Review and Prospects" or "Management's Discussion and Analysis of Financial Condition and Results of Operations", as the case may be, contained in the documents required to be filed with the Trustee pursuant to Section 1019 (which requirements may be satisfied by delivery of such documents together with the Offer), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such financial statements referred to in Clause (i) (including a description of the events requiring the Company to make the Offer to Purchase), (iii) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and the events requiring the Company to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer to Purchase may include an offer to purchase, on a pro rata basis, other debt of the Company that is pari passu with the Notes. The Offer shall also state:

(1)

the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2)

the Expiration Date and the Purchase Date;

(3)

the aggregate principal amount of the Outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the Section hereof requiring the Offer to Purchase) (the "Purchase Amount");

(4)

the purchase price to be paid by the Company for each €1,000 aggregate principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the "Purchase Price");

(5)

that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of €1,000 principal amount;

13

(6)

the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(7)

that interest on any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue;

(8)

that on the Purchase Date the Purchase Price will become due and payable upon each Note being accepted for payment pursuant to the Offer to Purchase and that interest thereon shall cease to accrue on and after the Purchase Date;

(9)

that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note at the place or places specified in the Offer before the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)

that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its Paying Agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)

that (a) if Notes in an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes in an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of €1,000 or integral multiples thereof shall be purchased); and

(12)

that in case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered.

        Any Offer to Purchase shall be governed by and effected in accordance with the Offer for such Offer to Purchase.

        "Officer's Certificate" means, with respect to any Person, a certificate signed by an Authorized Signatory of such Person.

        "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company, which shall be delivered to the Trustee.

        "Original Notes" means the Notes that are not Exchange Notes or Additional Notes.

        "Outstanding", when used with respect to Notes, means, as of the date of determination, all Notes previously authenticated and delivered under this Indenture, except:

(1)

Notes previously cancelled by the Trustee or any Paying Agent or delivered to the Trustee or any Paying Agent for cancellation;

(2)

Notes for whose payment or redemption money in the necessary amount has been previously deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(3)

Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such

14

Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

        "Parent Companies" means Concordia Bus BV, Concordia Bus Holding AB (formerly known as CB Bus Nordic AB), Concordia Bus AB and Holding.

        "Parent Notes" means the 11% Senior Subordinated Notes due February 15, 2010, issued by Concordia Bus AB.

        "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Company.

        "Permitted Business" means the business of providing public transportation services in the Nordic Region and Europe (including the Baltic States) and businesses ancillary or reasonably related or similar thereto.

        "Permitted Debt" has the meaning specified in Section 1008.

        "Permitted Holders" means, individually and collectively, (a) Goldman Sachs International and its Affiliates and (b) SG and its Affiliates.

        "Permitted Investments" means:

(1)

any Investment in the Company by any Restricted Subsidiary of the Company, provided that any Indebtedness evidencing such Investment is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and this Indenture;

(2)

any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if (a) such Person is or, as a result of such Investment becomes, a Qualifying Restricted Subsidiary of the Company; or (b) as a result of such Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the Company;

(3)

any Investment made as a result of the receipt of non-Cash Equivalent consideration from an Asset Sale that was made pursuant to and in compliance with Section 1014 in this Indenture;

(4)

any Investment in Cash Equivalents;

(5)

Investments in securities of trade creditors or customers received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy of insolvency of such trade creditors of customers;

(6)

loans and advances to directors, officers and employees of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of an aggregate SEK 3 million at any one time outstanding;

15

(7)

Hedging Obligations entered into in the ordinary course of business and not for speculative purposes;

(8)

investments in prepaid expenses, negotiable instruments held for collection, and lease, utility and workers' compensation, performance and other similar deposits;

(9)

any prepayments on operating leases;

(10)

any Permitted Joint Venture Investment, provided that the consideration paid or payable for such Investment, when aggregated with the consideration paid or payable (measured on the date each such Investment was made and without giving effect to subsequent changes in value) for all other Investments comprising Permitted Joint Venture Investments made pursuant to this clause (10) does not exceed the amount, calculated at the time such Investment is made, equal to (a) 25.0% of the Consolidated Cash Flow of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Investment, if such Consolidated Cash Flow for such period is a positive amount, plus (b) 100% of the aggregate of (i) the net cash proceeds and (ii) the fair market value of Strategic Assets transferred or conveyed to the Company (as valued at the time of transfer or conveyance to the Company, and as determined in good faith by the board of directors of the Company and evidenced by a resolution of such board), in each case received by the Company at the time of or concurrently with such Investment as a contribution to the Company's common equity capital, provided that the amount of such net cash proceeds and the fair market value of such Strategic Assets will be excluded from clause 1(d)(z)(ii) of Section 1009;

(11)

any Permitted Minority Investment, provided that the consideration paid or payable for such Investment, when aggregated with the consideration paid or payable (measured on the date each such Investment was made and without giving effect to subsequent changes in value) for all other Investments comprising Permitted Minority Investments made pursuant to this clause (11) does not exceed the amount, calculated at the time such Investment is made, equal to (a) 7.5% of the Consolidated Cash Flow of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Investment, if such Consolidated Cash Flow for such period is a positive amount, plus (b) 100% of the aggregate of (i) the net cash proceeds and (ii) the fair market value of Strategic Assets transferred or conveyed to the Company (as valued at the time of transfer or conveyance to the Company, and as determined in good faith by the board of directors of the Company and evidenced by a resolution of such board), in each case received by the Company at the time of or concurrently with such Investment as a contribution to the Company's common equity capital, provided that the amount of such net cash proceeds and the fair market value of such Strategic Assets will be excluded from clause 1(d)(z)(ii) of Section 1009; and

(12)

any other Investment in any Person having a fair market value (measured on the date such Investment was made and without giving effect to subsequent changes in value) not to exceed the sum of (i) SEK 10,000,000 minus (ii) aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) of all other Investments made pursuant to this clause (12) since the Issue Date plus (iii) to the extent that any such Investment made pursuant to this clause (12) is sold for Cash Equivalents or otherwise liquidated or repaid for Cash Equivalents, the lesser of (A) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (B) the initial amount of such other Investment.

        "Permitted Joint Venture Investment" means the Investment by the Company or one or more Wholly Owned Restricted Subsidiaries of the Company in a Joint Venture; provided that, in any such case, such Joint Venture shall be engaged primarily in a Permitted Business.

16

        "Permitted Junior Securities" means:

(1)

Equity Interests in the Company; or

(2)

debt securities of the Company that (A) are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt pursuant to this Indenture and (B) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Notes.

        "Permitted Liens" means:

(1)

Liens to secure Indebtedness incurred under a Revolving Credit Facility permitted by clause 2(a) of Section 1008, provided that (a) such Liens consist solely of security interests in accounts receivable (and related assets); (b) the aggregate nominal value of all such accounts receivable is not more than the amount outstanding under the Revolving Credit Facility at the time such Lien is created and (c) such Liens rank pari passu with or are subordinated to the Liens with respect to the Notes;

(2)

Liens to secure the Original Notes, or Exchange Notes issued therefor, or the Note Guarantees;

(3)

Liens to secure Permitted Refinancing Debt incurred to refinance Indebtedness that was previously so secured; provided that such Liens do not extend to cover any property or assets of the Company or any Restricted Subsidiaries other than that pledged under the Liens securing the Indebtedness being refinanced;

(4)

Liens in favor of the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor;

(5)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

(6)

Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;

(7)

Liens to secure the performance of tenders or bids, government contracts or concessions, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature (other than obligations in respect of borrowed money) incurred in the ordinary course of business;

(8)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause 2(c) of Section 1008 covering only the assets acquired with such Indebtedness;

(9)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as will be required in conformity with GAAP will have been made therefor;

(10)

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

17

(11)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith;

(12)

Liens arising out of or related to judgments not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(13)

easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(14)

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(15)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(16)

Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; and

(17)

Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed SEK 150,000,000 at any one time outstanding less the amount of any Indebtedness secured by Liens granted pursuant to clause (1) of this definition.

        "Permitted Minority Investment" means the Investment by the Company or by a Wholly Owned Restricted Subsidiary of the Company in any corporation, association, partnership or other business entity of which less than 50% of the total Voting Shares thereof will, upon consummation of such acquisition or other Investment, be owned or controlled by the Company or one or more of the Wholly Owned Restricted Subsidiaries of the Company (or a combination thereof), but over which the Company or one or more Wholly Owned Restricted Subsidiaries of the Company (or a combination thereof) maintains the power to influence or participate in the management thereof by virtue of representation on such corporation's, association's, partnership's or other business entity's board of directors (or persons performing similar functions) through a contractual relationship with such entity or with the holders of such entity's Voting Shares; provided that, in any such case, such corporation, association, partnership or other business entity shall be engaged primarily in a Permitted Business.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company (other than intercompany Indebtedness owed to any of the Company's Subsidiaries); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);

(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced renewed, replaced, defeased or refunded.

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        "Person" means an individual, partnership, limited partnership, company, corporation, limited liability company, joint stock company, joint venture, association, trust, business trust, unincorporated organization, or a government or agency or political subdivision thereof.

        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

        "Preferred Shares" of any Person means any Share Capital of such Person that has any rights which are preferential to the rights of any other Share Capital of such Person with respect to dividends or redemptions or upon liquidation.

        "Public Equity Offering" means any underwritten public offering of Share Capital (other than Disqualified Share Capital) of the Company, Holdings, Indirect Parent or Concordia Bus BV in which (a) the gross proceeds to the Company, Holdings, Indirect Parent or Concordia Bus BV, respectively, are at least €50 million and (b) with respect to an offering other than by the Company, the proceeds of which are contributed to the Company, directly or indirectly, in the form of a subscription for, or capital contribution in respect of, Share Capital in the Company that is not Redeemable Share Capital.

        "Purchase Agreement" means the Purchase Agreement, dated as of January 16, 2004, among the Company, the Guarantors and the Initial Purchaserss, as such agreement may be amended from time to time.

        "Purchase Amount" has the meaning specified in the definition of Offer to Purchase.

        "Purchase Date" has the meaning specified in the definition of Offer to Purchase.

        "Purchase Price" has the meaning specified in the definition of Offer to Purchase.

        "Qualifying Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person eighty five percent (85%) or more of the outstanding Share Capital or other ownership interests of which (other than directors' qualifying shares) is at the time owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

        "Redeemable Share Capital" means any Share Capital that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or the passage of time would be, required to be redeemed prior to the final stated maturity of the principal of the Notes or is redeemable at the option of the holder thereof at any time prior to such final stated maturity (other than upon a change of control of the Company in circumstances where holders of the Notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final stated maturity at the option of the holder thereof.

        "Redemption Date", when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

        "Redemption Price", when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

        "Registration Default" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the Certificated Note in Section 203.

        "Registration Default Period" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the Certificated Note in Section 203.

        "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated the date of this Indenture among the Company, the Guarantors and the Initial Purchasers.

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        "Regular Record Date" for the interest payable on any Interest Payment Date means the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

        "Regulation S" means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.

        "Regulation S Certificate" means a certificate substantially in the form set forth in Annex A.

        "Regulation S Global Note" has the meaning specified in Section 201.

        "Regulation S Legend" means a legend substantially in the form of the legend required in the forms of face of Note set forth in Section 202 and Section 203 to be placed upon a Regulation S Global Note.

        "Regulation S Notes" means all Notes required pursuant to Section 305(c) to bear a Regulation S Legend. Such term includes a Regulation S Global Note.

        "Relevant Date", for the purposes of Section 1018, means the date on which a payment first becomes due but, if the full amount of the money payable has not been received by the Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect shall have been duly given to the Holders by the Company in accordance with the terms and conditions of this Indenture.

        "Resale Registration Statement" means a registration statement under the Securities Act registering the Notes for resale pursuant to the terms of the Registration Rights Agreement.

        "Residual Value Guarantee" means a commitment by a bus manufacturer or finance company (or an affiliated entity) to repurchase buses from, or on behalf of, a bus operator according to a Specified Residual Value.

        "Responsible Officer", when used with respect to the Trustee, means any director, managing director, associate, vice president, assistant secretary or trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officer within the corporate trust department and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Note" means all Notes required pursuant to Section 305(c) to bear a Restricted Notes Legend. Such term includes a Rule 144A Global Note.

        "Restricted Notes Certificate" means a certificate substantially in the form set forth in Annex B.

        "Restricted Notes Legend" means a legend substantially in the form of the legend required in the forms of face of Notes set forth in Section 202 and Section 203 to be placed upon a Restricted Note.

        "Restricted Payments" has the meaning specified in Section 1009.

        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

        "Revolving Credit Facilities" means with respect to the Company, one or more debt facilities or commercial paper facilities with banks, insurance companies or other institutional lenders providing for revolving credit loans, receivables financing (including through the sale or factoring of receivables to such lenders or to special purpose entities formed to borrow from or issue securities to such lenders against such receivables), letters of credit or other forms of guarantees and assurances or other credit facilities, including overdrafts, in each case, as amended, restated, modified, renewed, refunded,

20

replaced or refinanced in whole or in part from time to time, provided, however, that "Revolving Credit Facilities" will not mean any Indebtedness that expressly provides that it is subordinated in right of payment to any other Indebtedness.

        "Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

        "Rule 144A Global Note" means any Global Note required pursuant to Section 305(c) to bear a Restricted Notes Legend.

        "Rule 144A Notes" means all Notes initially distributed in connection with the offering of the Notes by Initial Purchasers through its selling agent, in reliance upon Rule 144A.

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor to the rating agency business thereof.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

        "SBC" means Ingeniør M.O. Schøyens Bilcentraler AS, a Norwegian company.

        "SEC Registered Notes" means the Exchange Notes and all other Notes sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their respective Successor Notes.

        "Securities Act" means the United States Securities Act of 1933 (or any successor statute), as amended from time to time, and the rules and regulations thereunder.

        "Security Documents" means, collectively, the Security Trustee Agreement, and all security agreements, pledges and other agreements or instruments evidencing or creating any security in favor of the Security Trustee, the Trustee and/or any Holders of the Notes in any or all of the Collateral, including the agreements and instruments listed in Schedule 1 hereto.

        "Security Trustee" means Deutsche Trustee Company Limited, or its successor appointed from time to time as security trustee for the Trustee and Holders under the Security Trustee Agreement.

        "Security Trustee Agreement" means the security trustee agreement between the Company, the Trustee, the Security Trustee and the initial Guarantors, dated January 22, 2004.

        "SEK" and "Swedish Kronor" mean the lawful currency for the time being of Sweden.

        "SG" means Schøyen Gruppen AS, a Norwegian Company.

        "Share Capital" means:

(1)

in the case of a corporation, corporate stock and shares;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and shares;

(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date hereof.

        "Special Interest" has the meaning given to it in the Registration Rights Agreement.

        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

        "Specified Residual Value" means the guaranteed value of a bus according to a schedule in the Residual Value Guarantee that identifies fixed prices for value of buses based on bus age and condition at future specified dates. This value is correlated to expected used-bus resale values.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Step-Down Date" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the Certificated Note in Section 203.

        "Step-Up" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the Certificated Note in Section 203.

        "Strategic Assets" means (i) Share Capital of a Person which is engaged primarily in a Permitted Business and (ii) property, plant, equipment, buses and other assets, real or personal, tangible or intangible, the use of which is necessary or useful in the conduct of the business and operations of the Company and its Subsidiaries at the time the same are transferred or conveyed to the Company.

        "Strategic Investment" means the acquisition of, or other Investment in, another Person by the Company or a Wholly Owned Restricted Subsidiary of the Company, provided that, in any such case, such other Person shall be engaged primarily in a Permitted Business.

        "Subordinated Shareholder Loan" means the SEK 501.3 million loan from Concordia Bus Holding AB to the Company, made on February 28, 2002 pursuant to the subordinated loan agreement executed on February 28, 2002 and amended and restated on the Issue Date.

        "Subsidiary" means, with respect to any Person:

(1)

any corporation, association or other business entity of which more than 50% of the total Voting Shares thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Successor Note" of any particular Note means every Note issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

        "Swedish Government Euro Obligation" means debt securities issued or directly and fully guaranteed or insured by the government of Sweden or any agency or instrumentality thereof (provided that the full faith and credit of Sweden is pledged in support thereof) which are denominated in euros and which are otherwise payable upon maturity and upon any earlier redemption thereof in euros.

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        "Trust Indenture Act" means the United States Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

        "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.

        "Unrestricted Notes Certificate" means a certificate substantially in the form set forth in Annex C.

        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the board of directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;

(2)

is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time of such designation from Persons who are not Affiliates of the Company;

(3)

is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries; and

(5)

has at least one director on its board of directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.

        Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 1009. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Company as of the date it so fails to meet such requirements and, if such Indebtedness is not permitted to be Incurred as of such date under Section 1008 the Company will be in default of such Section. The board of directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under clause (1) of Section 1008, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

        "Voting Shares" of any Person as of any date means the Share Capital of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the board of directors (or persons performing similar functions) of such Person.

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        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Share Capital at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)

the then principal amount or liquidation preference of such Indebtedness or Disqualified Share Capital.

        "Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Share Capital or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

102. Compliance Certificates and Opinions

        Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall promptly furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act or as may be requested by the Trustee. Each such certificate or opinion shall be given in the form of an Officer's Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by Counsel, shall be in form and substance satisfactory to the Trustee and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.

        Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)

a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)

a statement that, in the opinion of each such individual, he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)

a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

103. Form of Documents Delivered to Trustee

        In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

        Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or

24

opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

        Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

104. Acts of Holders; Record Date

        Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are actually received by the Trustee and, where it is hereby expressly required, by the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

        The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

        The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders of Notes entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by such Holders. If not set by the Company before the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, before such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) before such first solicitation or vote, as the case may be. With regard to any record date, only the Holders of Notes on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

        The ownership of Notes shall be proved by the Note Register.

        In the case of a Global Note, its Holder shall be entitled to give or take, or vote on, any relevant action with respect to all or only a portion of the principal amount at maturity represented by such Global Note as of the record date fixed for Notes, as indicated by Schedule A to such Global Note.

        Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount at maturity of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount.

        Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued

25

upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

105. Notices, etc., to Trustee and Company

        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)

the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, or

(2)

the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company, or to such Guarantor care of the Company, addressed to the Company at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

106. Notice to Holders; Waiver

        Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, or in the case of any Global Note, at the address provided to the Trustee by the Holder thereof, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

        Except as otherwise provided herein, all notices to Holders will be valid if published in a leading English language daily newspaper published in New York City and in London or such other English language daily newspaper with general circulation in Europe and the United States, as the case may be, as the Trustee may approve and, so long as the Notes are listed on the Luxembourg Stock Exchange, in one daily newspaper published in Luxembourg approved by the Trustee. Any notice will be deemed to have been given on the date of publication or, if so published more than once or on different dates, on the date of the first publication.

        In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

        Any request, demand, authorization, directive, notice, consent or waiver required or permitted under this Indenture shall be in the English language.

107. Trust Indenture Act Controls

        If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

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        The parties agree the provisions of the Trust Indenture Act (including Sections 310 through 318, inclusive, thereof) that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. If and to the extent that any provision of this Indenture limits, qualifies, or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control and such Indenture provisions shall be deemed modified thereby.

108. Effect of Headings and Table of Contents; Counterparts

        The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

        This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

109. Successors and Assigns

        All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

110. Severability Clause

        In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

111. Benefits of Indenture

        Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.

112. Governing Law

        This Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

113. Legal Holidays

        In any case where any Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Purchase Date, or at the Stated Maturity, provided that no additional interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Purchase Date or Stated Maturity, as the case may be, on account of such delay.

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114. Agent for Service; Submission to Jurisdiction; Waiver of Immunities

        By the execution and delivery of this Indenture, the Company and each Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Notes or this Indenture that may be instituted in any Federal or State court in the Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by any Holder or by the Trustee in its capacity as a trustee hereunder or the Security Trustee in its capacity as Security Trustee under the Security Documents, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and waives, to the extent possible, any objection which it may now or hereafter have to the laying of venue of any such proceeding or any claim of inconvenient forum, and (iii) agrees that service of process upon CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Company and each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and for the continuous period from the date hereof through and including the date which is 550 calendar days after the date upon which the last of the Notes shall be outstanding. The Trustee, each such Holder, and the Security Trustee, as the case may be, agrees to mail or deliver a copy of any service referred to in (iii) above to the Company and each relevant Guarantor, as applicable, at the address of such party provided for in Section 105.

        To the extent that the Company or a Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment before judgment, attachment in aid of execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture and the Notes to the fullest extent permitted by law.

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115. Conversion of Currency

        The Company and the Guarantors covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes and this Indenture:

(a)	(i)	If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other currency (the "judgment currency") an amount due in euros, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).
	(ii)	If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company or any Guarantor, as the case may be, will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in euros originally due.
(b)	In the event of the winding-up of the Company or any Guarantor at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company or such Guarantor shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in euros due or contingently due under the Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b), the final date for the filing of proofs of claim in the winding-up of the Company or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company or such Guarantor may be ascertained for such winding-up before payment by the liquidator or otherwise in respect thereto.
(c)	The term "rate(s) of exchange" shall mean the rate(s) of exchange quoted by the Trustee at its foreign exchange desk in its office in New York, New York at 12:00 noon (New York City time) for purchases of euros with the judgment currency other than euros referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

116. Currency Equivalent

        Except as provided in Section 115, for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated herein in euros or in SEK, as of any date such euro or SEK amount shall also be deemed to represent the amount in any other relevant currency which is required to purchase such amount in euros or SEK, respectively, at the rate of exchange quoted by the Trustee at its foreign exchange desk in its office in New York, New York at 12:00 noon (New York City time) on the date of determination.

ARTICLE TWO

NOTE FORMS

201. Forms Generally

        The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as

29

are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes.

        The definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

        Notes will be initially issued as one or more Global Notes. Each Global Note authenticated under this Indenture shall be in global registered form without coupons, and each such Global Note shall constitute a single Note for all purposes of this Indenture.

        Upon their original issuance, Rule 144A Notes and Initial Regulation S Notes shall be issued in the form of separate Global Notes. The Global Notes representing Rule 144A Notes, together with their Successor Notes which are Global Notes other than Regulation S Global Notes, are collectively herein called the "Rule 144A Global Notes". The Global Notes representing Initial Regulation S Notes, together with their Successor Notes which are Global Notes other than Rule 144A Global Notes, are collectively herein called the "Regulation S Global Notes".

202. Form of Face of Global Note

9.125% SENIOR SECURED NOTES DUE AUGUST 1, 2009

COMMON CODE NO.                        ISIN NO.                        No.            

[Legend if the Note is a Rule 144A Note:

        THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR BENEFIT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE TRANSFEROR OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]

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[Legend if the Note is a Regulation S Global Note:

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT, UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

[Legend if the Note is not an Exchange Note:

        THE HOLDER OF THIS NOTE IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 22, 2004, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN.]

        [If the Note is a Global Note, then insert the following paragraph: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

        Concordia Bus Nordic AB (publ), a public limited liability company formed under the laws of Sweden (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                        or its registered assigns the principal sum indicated on Schedule A hereof on August 1, 2009 and to pay interest thereon from January 22, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing August 1, 2004, at the rate of 9.125% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of interest until paid.

        [If an Original Note, then insert: provided, however, that if (i) the Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially identical to this Note (except that such Note will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration statement registering this Note for resale (a "Resale Registration Statement")) on or before the date on which such registration statement is required to be filed pursuant to the Exchange and Registration Rights Agreement, dated as of January 22, 2004 among the Company and the other parties referred to therein (the "Registration Rights Agreement"), or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale Registration Statement) has not become or been declared effective on or before the date on which such registration statement is required to become or be declared effective pursuant to the Registration Rights Agreement, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case in Clauses (i) through (iv) upon the terms and conditions set forth in the Registration Rights Agreements (each such event referred to in Clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has

31

occurred and is continuing, a "Registration Default Period"), then interest will accrue (in addition to any stated interest on the Notes) (the "Step-Up") at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% from the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period until such time (the "Step-Down Date") as no Registration Default is in effect. Interest accruing as a result of the Step-Up is referred to herein as "Special Interest". Accrued Special Interest, if any, shall be paid semi-annually on February 1 and August 1 in each year; and the amount of accrued Special Interest shall be determined on the basis of the number of days during which such Registration Default is in effect. The Company shall provide the Trustee with written notice of the date of any Registration Default and the Step-Down Date. Any accrued and unpaid interest (including Special Interest) on this Note upon the issuance of an Exchange Note (as defined in the Indenture) in exchange for this Note shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.]

        The Notes are secured by first priority Liens, subject to Permitted Collateral Liens, on certain assets of the Company and the Guarantors, as further described in the Security Documents.

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by the Trustee or its authorized authentication agent referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:
	Concordia Bus Nordic AB (publ)
	By	Name: Title:

203. Form of Face of Certificated Note

9.125% SENIOR SECURED NOTES DUE AUGUST 1, 2009

COMMON CODE NO.                        ISIN NO.                        No.            

€    •    

[Legend if the Note is a Rule 144A Note:

        THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR BENEFIT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY

32

RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE TRANSFEROR OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]

[Legend if the Note is a Regulation S Note:

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT, UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

[Legend if the Note is not an Exchange Note:

        THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 22, 2004, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN.]

        Concordia Bus Nordic AB (publ), a public limited liability company formed under the laws of Sweden (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                        , or its registered assigns, the principal sum of €                        on August 1, 2009 and to pay interest thereon from January 22, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing August 1, 2004, at the rate of 9.125% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of interest until paid.

        [If an Original Note, then insert: provided, however, that if (i) the Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially identical to this Note (except that such Note will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration statement registering this Note for resale (a "Resale Registration Statement")) on or before the date on which such registration statement is required to be filed pursuant to the Exchange and Registration Rights Agreement, dated as of January 22, 2004 among the Company and the other parties referred to therein (the "Registration Rights Agreement"), or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale Registration Statement) has not become or been declared effective on or before the date on which such registration statement is required to become or be declared effective pursuant to the Registration Rights Agreement, or (iii) the

33

Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case in Clauses (i) through (iv) upon the terms and conditions set forth in the Registration Rights Agreements (each such event referred to in Clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then interest will accrue (in addition to any stated interest on the Notes) (the "Step-Up") at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% from the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period until such time (the "Step-Down Date") as no Registration Default is in effect. Interest accruing as a result of the Step-Up is referred to herein as "Special Interest". Accrued Special Interest, if any, shall be paid semi-annually on February 1 and August 1 in each year; and the amount of accrued Special Interest shall be determined on the basis of the number of days during which such Registration Default is in effect. The Company shall provide the Trustee with written notice of the date of any Registration Default and the Step-Down Date. Any accrued and unpaid interest (including Special Interest) on this Note upon the issuance of an Exchange Note (as defined in the Indenture) in exchange for this Note shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.]

        The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will immediately cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days before such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

        Payment of the principal of (and premium, if any) and any such interest on this Note will be made at the office or agency of the Trustee or any Paying Agent in The City of New York, London, England and Luxembourg maintained for such purposes (against surrender of this Certificated Note, in the case of a payment of principal), in such coin or currency of the European Union as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

        The Notes are secured by first priority Liens, subject to Permitted Collateral Liens, on certain assets of the Company and the Guarantors, as further described in the Security Documents.

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

34

        Unless the certificate of authentication hereon has been executed by the Trustee or its authorized authentication agent referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Concordia Bus Nordic AB (publ)
By:	Name: Title:

204. Form of Reverse of Note

        This Note is one of a duly authorized issue of Notes of the Company designated as its 9.125% Senior Secured Notes due August 1, 2009 (the "Notes") issued and to be issued under an Indenture, dated as of January 22, 2004 (herein called the "Indenture"), between the Company, the Guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

        All payments in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature, including penalties, interest and any other liabilities related thereto ("Taxes") imposed or levied by or on behalf of Sweden or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, unless the Company is compelled by law to deduct or withhold such Taxes. In such event, the Company will pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the net amounts received by the Holders after such withholding or deduction will equal the respective amounts of principal and interest that would have been receivable in respect of the Notes in the absence of such withholding or deduction.

        However, no such Additional Amounts will be payable in respect of any Note:

(1)

presented for payment of principal more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 30 day period;

(2)

if any Tax is imposed or withheld by reason of the failure to comply or a delay in complying or the provision of inaccurate information, or the failure to make any declaration or other similar claim to satisfy any information reporting requirement, by the Holder of such Note or, if different, the beneficiary of such amounts, in each case, when a request is addressed or otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the nationality, residence or identity of such Holder or beneficiary, or to make such declaration or other similar claim, which is required or imposed by a statute, treaty, regulation or administrative practice of Sweden (or to which it is a party) or any relevant jurisdiction or any political subdivision or authority thereof as a precondition to exemption from all or part of such Tax;

(3)

of any person liable for Taxes in respect of such Note by reason of the Holder of the Note or, if different, the beneficial owner having some connection with Sweden or any relevant jurisdiction, or any political subdivision or authority thereof or therein other than the mere purchase, holding or disposition of any Note, or the receipt of principal or interest in respect thereof, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment or fixed base therein whether by himself or through an agent;

35

(4)

on account of any estate, inheritance, gift, sale, transfer, personal property, wealth or other similar Tax;

(5)

presented for payment or in respect of which payment is required to be made in Sweden; or

(6)

in the event of any combination of (1), (2), (3), (4) or (5),

nor will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder.

        Prior to February 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a redemption price of 109.125% of the principal amount thereof, plus accrued and unpaid interest, Special Interest, if any, and Additional Amounts, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) [insert in the case of a Certificated Note: but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture]; and

(2)

the redemption must occur within 90 days of the date of the closing of such Public Equity Offering.

        On or after February 1, 2007, the Company may redeem all or a part of the Notes upon not less 30 nor more than 60 days' notice to the Holders (which notice will be irrevocable), at the redemption prices (expressed as percentages of principal amount) set forth below plus, in each case, accrued and unpaid interest thereon, if any, Special Interest, if any, and Additional Amounts, if any, to the applicable redemption date [insert in the case of a Certificated Note: but interest installments whose Stated Maturity is on or before such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture], if redeemed during the twelve-month period beginning on February 1 of the year indicated below:

Year	Percentage
2007	104.563	%
2008	102.281	%
2009 and thereafter	100.00	%

        The Notes do not have the benefit of any sinking fund obligations.

        In the event of redemption or purchase pursuant to an Offer to Purchase of this Note in part only, a new Note or Notes for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

        If an Event of Default shall occur and be continuing, there may be declared due and payable the principal amount of the Notes, in the manner and with the effect provided in the Indenture. Upon payment of (i) the principal amount so declared due and payable and any overdue installment of interest, (ii) interest on the principal amount and (iii) as provided on the face hereof, interest on any overdue installment of interest (in each case to the extent that the payment of such interest shall be

36

legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest on the Notes shall terminate.

        The Company, at its option, may redeem the Notes in whole but not in part, at a redemption price equal to the then outstanding principal amount thereof, together with interest accrued to the date fixed for redemption, Special Interest, if any, and any Additional Amounts payable with respect thereto as a result of the redemption or otherwise, if the Company determines and certifies to the Trustee immediately prior to the giving of such notice that:

(1)

the payment by the Company of Additional Amounts or further Additional Amounts (as the case may be) in respect of such Notes would become required as a result of (a) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated thereunder) of Sweden (or to which it is a party), or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax or (b) any change or amendment in the existing official position or the introduction of an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction or any practice or concession of the Skattemyndigheten (the Swedish Tax Authority)) which change, amendment, application or interpretation becomes effective on or after the date of issuance of the Notes; and

(2)

such obligation cannot be avoided by the Company taking reasonable measures available to it.

        Notwithstanding the preceding, no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Company could be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver to the Trustee (y) a certificate signed by two directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (z) a written opinion of independent legal counsel to the Company to the effect that circumstances referred to above exist.

        The Indenture provides that, subject to certain conditions, if (i) certain Net Proceeds are available to the Company as a result of Asset Sales or (ii) a Change of Control occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Notes.

        In the event of redemption (or purchase pursuant to an Offer to Purchase) of this Note in part only, a new Note or Notes for the unredeemed (or unpurchased) portion hereof will be issued in the name of the Holder hereof upon cancellation hereof.

        The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note or (ii) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein.

        Unless the context requires otherwise, the Original Notes (as defined in the Indenture) and the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes under the Indenture, including amendments, waivers, redemptions and Offers to Purchase. The Original Notes and the Exchange Notes constitute the same Indebtedness of the Company and shall be entitled to the same benefits under the Indenture.

        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults

37

under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

        No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

        [In the case of a Certificated Note, insert the following paragraph: As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Trustee or any Paying Agent in The City of New York, London, England or Luxembourg and maintained for such purposes (against surrender of this Certificated Note, in the case of a payment of principal), duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]

        The Notes are issuable only without coupons in denominations of €50,000 principal amount and integral multiple of €1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same.

        No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

        Before due presentment of this Note for registration of transfer, the Company, the Trustee, each Paying Agent and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, any Paying Agent nor any such agent shall be affected by notice to the contrary.

        Interest on this Note shall be computed on the basis of a 360-day year comprising twelve 30-day months.

        All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York.

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OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased in its entirety by the Company pursuant to Section 1014 or 1015 of the Indenture, check the box:

        If you want to elect to have only a part of this Note purchased by the Company pursuant to Section 1014 or 1015 of the Indenture, state the amount: €            

Dated:	Your Signature:
		(Sign exactly as name appears on the other side of this Note)

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[Attach the following Schedule A in the case of a Global Note:]

Schedule A

Schedule of Principal Amount

        The initial principal amount at maturity of this Global Note shall be €    •    . The following decreases/increases in the principal amount at maturity of this Global Note have been made:

Date of
Decrease/
Increase Decrease in
Principal
Amount at
Maturity Increase in
Principal
Amount at
Maturity Total Principal
Amount at
Maturity Following
such Decrease/
Increase Notation Made
by or on
Behalf of
Trustee

205. Form of Trustee's Certificate of Authentication

        This is one of the Notes referred to in the within-mentioned Indenture. This Note is duly authenticated without recourse, warranty or liability.

	Deutsche Bank Trust Company Americas as Trustee
	By
		Authorized Signatory
Dated:

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ARTICLE THREE

THE NOTES

301. Title and Terms

        The aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is limited to €130,000,000 aggregate principal amount of Notes, and, subject to prior authorization by a Board Resolution, Additional Notes of the same series may be issued subsequently subject to compliance with Section 1008 hereof; except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1015.

        The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer or otherwise in authorized denominations in exchange for a like principal amount of Original Notes. Upon any such exchange the Original Notes shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Original Notes and Exchange Notes Outstanding exceed €130,000,000. The issuance of the Exchange Notes will not constitute new Indebtedness of the Company.

        The Notes shall be known and designated as the "9.125% Senior Secured Notes due August 1, 2009" of the Company. The Stated Maturity of the Notes shall be August 1, 2009. The Notes shall bear interest at the rate of 9.125% per annum from January 22, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on February 1 and August 1, commencing August 1, 2004 until the principal thereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of interest until paid; provided, however, with respect to Original Notes, if there has been a Registration Default, a Step-Up will occur and the Original Notes will from then bear Special Interest until the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on February 1 and August 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 310.

        Interest on each Note shall be payable (1) by a euro check drawn on a bank in Stockholm, Sweden, London, England, Frankfurt, Germany, the City of New York, or Luxembourg or (2) if a Holder has given transfer instructions to the Company, and, for so long as the Notes are listed in Luxembourg, the Paying Agent in Luxembourg, in euro by credit or transfer to a euro-denominated account (or any other account to which euro may be credited or transferred) specified by the payee in a city in which banks have access to the TARGET System. "TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System.

        The Company will pay principal (and premium, if any) on a Note upon presentation and surrender of such Note at the specified office of the Paying Agent or any additional or substitute paying agent by a euro check drawn on a bank in Stockholm, London, Frankfurt, the City of New York, or Luxembourg.

        The Notes shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1015.

        The Notes shall be redeemable as provided in Article Eleven.

        The Notes shall be subject to defeasance at the option of the Company as provided in Article Thirteen.

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        Unless the context requires otherwise, the Original Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including amendments, waivers, redemptions, Acts of Holders and Offers to Purchase.

302. Denominations

        The Notes shall be issuable only in global or in definitive registered form without coupons and only in denominations of €50,000 principal amount and integral multiples of €1,000.

303. Execution, Authentication, Delivery and Dating

        The Notes shall be executed on behalf of the Company by its Authorized Signatory. The signature of any of these officers on the Notes may be manual or facsimile.

        Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

        At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Trustee in accordance with such Company Order shall manually authenticate and deliver such Notes as in this Indenture provided and not otherwise.

        In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive or rely on, and shall be fully protected in relying upon:

(a)

a copy of the resolutions of the board of directors of the Company and, if applicable, the decision of the Chairman of the board of directors of the Company, or any other member of the board of directors in or pursuant to which the terms and form of the Notes were approved, certified by the Authorized Signatories of the Company to have been duly adopted and to be in full force and effect as of the date of such certificate; and

(b)

an executed supplemental indenture, if any.

        Each Note shall be dated the date of its authentication.

        No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

        The Company shall be entitled, subject to Section 301, to issue Additional Notes under this Indenture which shall have identical terms as the Notes issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable to such series. The Notes issued on the Issue Date and any Additional Notes shall be treated as a single class for all purposes under this Indenture.

        With respect to any Additional Notes, the Company shall provide the Trustee with evidence satisfactory to it that the Additional Notes have been duly authorized and issued and set forth in a Board Resolution and an Officer's Certificate or such other appropriate evidence that the Additional

42

Notes have been duly authorized and issued, a copy of each of which shall be delivered promptly to the Trustee, with the following information:

(1)

the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and



(2)

the issue price, the issue date and the common code and ISIN numbers of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the U.S. Internal Revenue Code of 1986, as amended.

304. Temporary Notes

        Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Authorized Signatory executing such Notes may determine, as evidenced by their execution of such Notes.

        If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of the same authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

305. Transfer and Exchange

(a)    Registration, Registration of Transfer and Exchange Generally.

Transfer of a Global Note shall be by delivery.

A Global Note shall be exchanged by the Company (with authentication by the Trustee or the Paying Agent) for one or more Certificated Notes of the same series, if (i) Euroclear and Clearstream are unwilling or unable to continue as depository for such Global Note and the Company fails to appoint a successor depository or (ii) there shall have occurred and be continuing a Default or Event of Default, provided, that such Certificated Notes and such Global Note after such exchange shall be in authorized denominations. Whenever all of a Global Note is exchanged for one or more Certificated Notes it shall be surrendered by the Holder thereof to the Trustee or the Paying Agent for cancellation. Whenever a part of a Global Note is exchanged for one or more Certificated Notes such Global Note shall be surrendered by the Holder thereof to the Trustee or the Paying Agent who shall cause an adjustment to be made to Schedule A of such Global Note such that the principal amount of such Global Note will be reduced by the portion of such Global Note so exchanged for Certificated Notes. All Certificated Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as Euroclear or Clearstream shall instruct (which instruction shall reflect the instruction of the Holder of the Notes) the Trustee or the Paying Agent (without any liability on the Trustee's or the Paying Agent's part). Every Note authenticated and delivered in exchange for or in lieu of, a Global Note or any portion thereof, pursuant to Section 304, 306, 906 or 1108 or in accordance with any Offer to Purchase pursuant to Section 1014 or 1015 hereof or otherwise, shall be authenticated and

43

delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this paragraph.

The Company shall cause to be kept at the Corporate Trust Office or the principal corporate office of the Trustee or the Paying Agent a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Certificated Notes and of transfers of Certificated Notes. The Trustee or the Paying Agent is hereby appointed "Note Registrar" for the purpose of registering Certificated Notes and transfers of Certificated Notes as herein provided. Such Note Register of Certificated Notes shall distinguish between Original Notes and Exchange Notes.

Upon surrender for registration of transfer of any Certificated Note at an office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee or the Paying Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificated Notes, of any authorized denominations and of a like aggregate principal amount and tenor, each such Note bearing such legends reflecting restrictions as may be required by this Indenture.

Subject to Section 305(b), at the option of the Holder, Certificated Notes may be exchanged for other Certificated Notes of the same series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Certificated Notes to be exchanged at such office or agency. Whenever any Certificated Notes are so surrendered for exchange, the Company shall execute, and the Trustee or the Paying Agent shall authenticate and deliver, the Certificated Notes which the Holder making the exchange is entitled to receive.

All Certificated Notes issued upon any registration of transfer or exchange of Certificated Notes shall be the valid obligations of the Company, evidencing the same debt (subject to the provisions in the Original Notes regarding the payment of Special Interest), and entitled to the same benefits under this Indenture, as the Certificated Notes surrendered upon such registration of transfer or exchange.

Each new Certificated Note to be issued shall be available for delivery within 10 Business Days at the office of the Trustee in the City of New York or in London, England or at the office of the Paying Agent in Luxembourg. The Company will pay the cost of preparing, printing, packaging and delivering the Certificated Notes.

Every Certificated Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or the Paying Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

In the event that the Company delivers to the Trustee or the Paying Agent a copy of an Officer's Certificate (in form and substance satisfactory to the Trustee or the Paying Agent) certifying that a registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the Commission and that the Company has offered Exchange Notes to the Holders in accordance with the Exchange Offer, the Trustee or the Paying Agent shall exchange, upon request of any Holder, such Holder's Notes for Exchange Notes upon the terms set forth in the Exchange Offer.

Subject to Section 305(b), the Holder of the Global Note may increase the principal amount at maturity of the Global Note held by it by surrendering any Certificated Note registered in its name to the Registrar for cancellation. Upon surrender of such Certificated Note, the Note Registrar

44

shall forward such Certificated Note to the Trustee or the Paying Agent for cancellation and the Trustee or the Paying Agent shall make a notation on Schedule A of the Global Note held by such Holder to increase the principal amount at maturity of such Global Note by an amount equal to the principal amount at maturity of the Certificated Note surrendered for cancellation.

No service charge shall be made for any registration of transfer or exchange of Notes, but the Company and the Trustee and the transfer and paying agent may require that the Holder of such Notes (i) pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes, other than exchanges pursuant to Section 304, 306, 906 or 1108 not involving any transfer and (ii) furnish appropriate endorsements and transfer documents.

The Company shall not be required to (i) issue, register the transfer of or exchange any Certificated Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) register the transfer of or exchange any Certificated Note so selected for redemption in whole or in part, except the unredeemed portion of any Certificated Note being redeemed in part.

(b)    Certain Transfers and Exchanges.

        Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Notes and beneficial interests in a Global Note of the kinds specified in this Section 305(b) shall be made only in accordance with this Section 305(b).

        (i)    Rule 144A Global Note to Regulation S Global Note.

If the Holder of the Rule 144A Global Note wishes at any time to transfer such Note in whole or in part to the Holder of the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this Clause (b)(i) and Section 305(c) and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of (A) an order given by the Holders of the Regulation S Global Note and the Rule 144A Global Note directing that the principal amount represented by such Regulation S Global Note be increased by a specified amount and that the principal amount represented by such Rule 144A Global Note be reduced by an equal amount and (B) a Regulation S Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the Holder of such Rule 144A Global Note or his attorney in fact duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar but subject to Section 305(c) below, shall reduce the principal amount of such Rule 144A Global Note and increase the principal amount of such Regulation S Global Note by such specified principal amount.

        (ii)    Regulation S Global Note to Rule 144A Global Note.

If the Holder of the Regulation S Global Note wishes at any time to transfer such Note in whole or in part to the Holder of the Rule 144A Global Note, such transfer may be effected only in accordance with this Clause (b)(ii) and Section 305(c) and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of (A) an order in a form satisfactory to the Trustee or the Paying Agent given by the Holders of the Regulation S Global Note and the Rule 144A Global Note directing that the principal amount represented by such Regulation S Global Note be reduced by a specified amount and that the principal amount represented by such Rule 144A Global Note be increased by an equal amount and (B) if such transfer is to occur during the Distribution Compliance Period, a Restricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the Holder of such Regulation S Global Note or his attorney in fact duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar, shall reduce the principal amount of such Regulation S Global Note and increase the principal amount of such Rule 144A Global Note by such specified principal amount. If transfers under this Section 305(b)(ii) occur after the Distribution Compliance Period, no Restricted Notes Certificates will be required.

45

        (iii)    Rule 144A Non-Global Note to Rule 144A Global Note or Regulation S Global Note.

If the Holder of a Certificated Note that is a Rule 144A Note (a "Rule 144A Non-Global Note") wishes at any time to transfer all or any portion of such Note to the Holder of the Rule 144A Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this Clause (b)(iii) and Section 305(c) below and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of (A) such Certificated Note as provided in Section 305(a) and instructions satisfactory to the Trustee or the Paying Agent directing that the principal amount of the Rule 144A Global Note or Regulation S Global Note be increased by a specified principal amount not greater than the principal amount of such Certificated Note and (B) a Restricted Notes Certificate, if the principal amount of the Rule 144A Global Note is to be increased, or a Regulation S Certificate, if the principal amount of the Regulation S Global Note is to be increased, in either case satisfactory to the Trustee or the Paying Agent and duly executed by such Holder or his attorney duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar but subject to Section 305(c) below, shall cancel such Certificated Note (and issue a new Certificated Note in respect of any untransferred portion thereof) as provided in Section 305(a) and increase the principal amount of the Rule 144A Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount.

        (iv)    Regulation S Non-Global Note to Rule 144A Global Note or Regulation S Global Note.

If the Holder of a Certificated Note that is a Regulation S Note (a "Regulation S Non-Global Note") wishes at any time to transfer all or any portion of such Note to the Holder of the Rule 144A Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with this Clause (b)(iv) and Section 305(c) below and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of (A) such Certificated Note as provided in Section 305(a) and instructions satisfactory to the Trustee or the Paying Agent directing that the principal amount of the Rule 144A Global Note or Regulation S Global Note be increased by a specified principal amount not greater than the principal amount of such Certificated Note and (B) (I) if the principal amount of the Rule 144A Global Note is to be increased, a Restricted Notes Certificate satisfactory to the Trustee or the Paying Agent or (II) if the transfer is to occur during the Distribution Compliance Period and the principal amount of the Regulation S Global Note is to be increased, a Regulation S Certificate satisfactory to the Trustee or the Paying Agent, and each such certificate duly executed by such Holder or his attorney duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar but subject to Section 305(c) below, shall cancel such Note (and issue a new Certificated Note in respect of any untransferred portion thereof) as provided in Section 305(a) and increase the principal amount of the Rule 144A Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount.

        (v)    Certificated Note to Certificated Note.

A Certificated Note may be transferred, in whole or in part, to a Person who takes delivery in the form of another Certificated Note as provided in Section 305(a), provided that, if the Note to be transferred in whole or in part is a Rule 144A Note, or is a Regulation S Note and the transfer is to occur during the Distribution Compliance Period, then the Trustee or the Paying Agent shall have received (A) a Restricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Rule 144A Note, or (B) a Regulation S Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Regulation S Note (subject in each case to Section 305(c)).

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        (vi)    Exchanges between Global Note and Certificated Note.

A Global Note may be exchanged, in whole or in part, for one or more Certificated Notes as provided in Section 305(a), provided that, if such Global Note is a Rule 144A Global Note, or if such Global Note is a Regulation S Global Note and such exchange is to occur during the Distribution Compliance Period, then such Global Note shall be exchanged for one or more Rule 144A Notes (subject in each case to Section 305(c)). A Certificated Note may be transferred to the Holder of a Global Note only if (A) such transfer is effected in accordance with Clause (b)(iii) or (iv) above or (B) such Note is a Regulation S Note and such transfer occurs after the Distribution Compliance Period.

The Company shall notify the Trustee and the Paying Agent promptly of the expiration of the Distribution Compliance Period. Such notification shall be in the form of Annex D hereto.

(c)    Securities Act Legends.

        Rule 144A Notes and their Successor Notes shall bear a Restricted Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following:

(i)

subject to the following Clauses of this Section 305(c), a Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Note or any portion thereof shall bear the Securities Act legend borne by such Global Note while represented thereby;



(ii)

subject to the following Clauses of this Section 305(c), a new Certificated Note which is issued in exchange for another Note (including a Global Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act legend borne by such other Note, provided that, if such new Certificated Note is required pursuant to Section 305(b)(v) or (vi) to be issued in the form of a Rule 144A Note, it shall bear a Restricted Notes Legend and, if such new Certificated Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend;



(iii)

SEC Registered Notes shall not bear a Securities Act legend;



(iv)

after the applicable Rule 144(k) restricted period, a new Certificated Note which does not bear a Securities Act legend may be issued in exchange for or in lieu of a Certificated Note or any portion thereof which bears such a legend if the Trustee or the Paying Agent has received an Unrestricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the Holder of such legended Note or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee or the Paying Agent shall authenticate and deliver such a new Certificated Note in exchange for or in lieu of such other Certificated Note as provided in this Article Three;



(v)

a new Certificated Note which does not bear a Securities Act legend may be issued in exchange for or in lieu of a Certificated Note or any portion thereof which bears such a legend if, in the Company's judgment, placing such a legend upon such new Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee or the Paying Agent, at the written direction of the Company, shall authenticate and deliver such a new Note as provided in this Article Three; and



(vi)

notwithstanding the foregoing provisions of this Section 305(c), a Successor Note of a Note that does not bear a particular form of Securities Act legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Note is a "restricted security" within the meaning of Rule 144, in which case the Trustee or the Paying Agent, at the written direction of the Company, shall authenticate and deliver a new Note

47

bearing a Restricted Notes Legend in exchange for such Successor Note as provided in this Article Three.

306. Mutilated, Destroyed, Lost and Stolen Notes

        If any mutilated Note is surrendered to the Trustee or the Paying Agent, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

        If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable or is about to be redeemed or purchased by the Company under this Indenture, the Company in its discretion may, instead of issuing a new Note, pay, redeem or purchase such Note.

        Upon the issuance of any new Note under this Section, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any agent thereof) connected therewith.

        Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. Any Note which is replaced due to destruction, loss or theft shall cease to constitute a binding obligation of the Company and shall not be entitled to the benefits of this Indenture.

        The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

307. Payment of Interest; Interest Rights Preserved

        Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest.

        Any interest (including Special Interest) on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest") shall immediately cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1)

The Company may elect to make payment of any Defaulted Interest on any Note to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate

48

amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit before the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days before the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each Note at his address as it appears in the Note Register, not less than 10 days before such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on such Special Record Date and shall no longer be payable pursuant to clause (2) of this Section.

(2)

The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

        Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

308. Persons Deemed Owners

        In the case of each Note, before due presentment of such Note for registration of transfer, the Company, the Guarantors, the Trustee, each Paying Agent and any agent of the Company, the Guarantors, or the Trustee may treat, to the extent permitted by applicable law, the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Guarantors, the Trustee, any Paying Agent nor any agent of the Company, the Guarantors, or the Trustee shall be affected by notice to the contrary.

309. Cancellation

        All Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any Offer to Purchase pursuant to Sections 306, 1014 and 1015 shall, if, in the case of Sections 1014 and 1015, surrendered to any Person other than the Trustee or any Paying Agent, be delivered to the Trustee or any Paying Agent and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee or any Paying Agent for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee or such Paying Agent. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. The Trustee shall destroy all cancelled securities held by it and shall provide a certificate of such destruction to the Company.

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310. Computation of Interest

        Interest on the Notes shall be computed on the basis of a 360-day year comprising twelve 30-day months.

311. Common Code/ISIN Numbers

        The Company in issuing the Notes may use "common code" and/or "ISIN" numbers (if then generally in use), and, if so, the Trustee shall use "common code" and/or "ISIN" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the "common code" or "ISIN" numbers.

312. Prescription

        Claims against the Company for the payment of principal of, or premium, if any, or interest, Special Interest, if any, or Additional Amounts, if any, on, the Notes will become void unless presentation for payment is made as required in this Indenture within a period of ten years, in the case of principal or premium, if any, or five years, in the case of interest, Special Interest, if any, or Additional Amounts, if any, from the applicable original payment date therefor.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

401. Satisfaction and Discharge of Indenture

        Upon the request of the Company, this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes expressly provided for herein), and the Trustee, on demand of and at the expense of, and subject to indemnification by, the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1)

either:

(A)

all Notes previously authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Notes that have been subject to defeasance under Article Thirteen) have been delivered to the Trustee or any Paying Agent for cancellation; or

(B)

all such Notes not previously delivered to the Trustee or any Paying Agent for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes not delivered to the Trustee or any Paying Agent for cancellation, for principal (and premium, if any), interest, Special Interest, if any, and Additional Amounts, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; or

(2)

the Company has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantors; and

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(3)

the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, in form and substance satisfactory to the Trustee, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

        Notwithstanding the satisfaction and discharge of this Indenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

402. Application of Trust Money

        Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

REMEDIES

501. Events of Default

        "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)

default for 30 days in the payment when due of interest or Special Interest, if any, or Additional Amounts, if any, on the Notes, whether or not such payment is prohibited or restricted by any applicable law or regulation;

(2)

default in payment when due of the principal of or premium, if any, on the Notes, whether or not such payment is prohibited or restricted by any applicable law or regulation;

(3)

failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Article Eight or Sections 1008, 1009, 1011, 1012, 1014, 1015, 1016 or 1024 or otherwise take any action which is not permitted by or omit to take any action which is required by such Article or any such Section whether or not required or compelled to do so by or upon the direction of the holders of the Company's Share Capital or otherwise;

(4)

failure by the Company or any of its Restricted Subsidiaries for 30 days after notice from the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Notes to comply with any of the covenants or agreements in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is dealt with specifically elsewhere in this Section);

(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its

51

Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a)

is caused by a failure to pay principal of or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates SEK 40,000,000 or more;

(6)

failure by the Company or any of its Restricted Subsidiaries to pay judgments aggregating in excess of SEK 40,000,000, which judgments are not paid, discharged or stayed for a period of 60 days; and

(7)

any Note Guarantee shall cease to be in full force and effect for any reason (other than the release of a Note Guarantee in accordance with its terms and the other terms of this Indenture or the satisfaction in full of all obligations hereunder) or shall be declared invalid or unenforceable, or any Guarantor shall repudiate, deny or disaffirm any of its material obligations hereunder;

(8)

any Guarantor Intercompany Loan shall cease to be in full force and effect for any reason (other than the repayment in full thereof) or shall be declared invalid or unenforceable, or Swebus AB or Swebus Busco AB shall repudiate, deny or disaffirm any of their respective material obligations thereunder;

(9)

any default by the Company, any Guarantor or any subsidiary of any Guarantor in the performance of its obligations under the Security Documents (after the lapse of any applicable grace periods and the giving of any required notice) which materially adversely affects the enforceability, validity, perfection or priority of the Trustee's or Security Trustee's Lien on the Collateral as set out in the Security Documents or which adversely affects the condition or value of the Collateral, in either case taken as a whole, in any material respect, disaffirmation by the Company, any Guarantor or any subsidiary of any Guarantor of its obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Company, any Guarantor or any subsidiary of any Guarantor as to a material portion of the Collateral for any reason;

(10)

any default by Swebus AB or Swebus Busco AB under the Guarantor Intercompany Loan to which it is a party;

(11)

the entry by a court having jurisdiction of:

(a)

a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable Insolvency Law in connection with the insolvency of the Company or such Significant Subsidiary, or

(b)

a decree or order adjudging the Company or any such Significant Subsidiary or any Parent Company a bankrupt or insolvent under any applicable Insolvency Law, or appointing a custodian, receiver, liquidator, assignee, trustee, reconstructor, sequestrator or other similar official of the Company or any such Significant Subsidiary or any Parent Company or of any substantial part of the property of the Company or any such Significant Subsidiary or any Parent Company, or ordering the winding up or liquidation of the affairs of the Company or any such Significant Subsidiary or any Parent Company, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

52

(12)

the commencement by the Company or any of its Significant Subsidiaries or any Parent Company of a voluntary case or proceeding under any applicable Insolvency Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any such Significant Subsidiary or any Parent Company to the entry of a decree or order for relief in respect of the Company or any such Significant Subsidiary or any Parent Company in an involuntary case or proceeding under any applicable Insolvency Law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any such Significant Subsidiary or any Parent Company, or the filing by the Company or any such Significant Subsidiary or any Parent Company of a petition or answer or consent seeking reorganization or relief under any applicable Insolvency Law, or the consent by the Company or any such Significant Subsidiary or any Parent Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, reconstructor, sequestrator or similar official of the Company or any such Significant Subsidiary or any Parent Company or of any substantial part of the property of the Company or any such Significant Subsidiary or any Parent Company, or the seeking or making by the Company or any such Significant Subsidiary or any Parent Company of a composition with its creditors, an assignment for the benefit of creditors generally, or the admission by the Company or any such Significant Subsidiary or any Parent Company in writing of its inability to pay its debts generally as they become due.

502. Acceleration of Maturity; Rescission and Annulment

(1)

If an Event of Default (other than an Event of Default specified in Section 501(11) or Section 501(12) occurs and is continuing, then and in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare the principal amount of all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal and any accrued interest and any other amounts due thereon shall become immediately due and payable. If an Event of Default specified in Section 501(11) or Section 501(12) occurs with respect to the Company, any Parent Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, then the principal of and any accrued interest and any other amounts due on the Notes then Outstanding shall ipso facto become immediately due and payable without any declaration, notice or other Act on the part of the Trustee or any Holder.

(2)

At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of such Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a)

the Company has paid or deposited or caused to be paid or deposited with the Trustee a sum sufficient to pay:

(i)

all overdue interest on such Outstanding Notes;

(ii)

the unpaid principal of (and premium, if any, on) any such Notes which have become due otherwise than by such declaration of acceleration (including any such Notes required to have been purchased on the Purchase Date pursuant to an Offer to Purchase made by the Company) and, to the extent that payment of such interest is lawful, interest thereon at the rate provided by such Notes;

(iii)

to the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided by such Notes;

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(iv)

all sums paid or advanced by the Trustee hereunder, or the Security Trustee under the Security Documents, and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Security Trustee, and their respective agents and counsel; and



(b)

all Events of Default, other than the non-payment of the principal of such Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

(3)

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture or the Notes, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

503. Collection of Indebtedness and Suits for Enforcement by Trustee

        The Company covenants that if

(1)

default is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)

default is made in the payment of the principal of (or premium, if any, on) any Note at the Stated Maturity thereof or, with respect to any Note required to have been purchased pursuant to an Offer to Purchase made by the Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest and any other amounts due thereon, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate provided by such Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and the Security Trustee, and their respective agents and counsel.

        If the Company fails to pay such amounts immediately upon such demand, the Trustee, in its own name and as trustee of an express trust may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, the Guarantors, or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, the Guarantors, or any other obligor upon the Notes, wherever situated.

        If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including enforcing, or directing the Security Trustee to enforce, its rights under the Security Documents.

        The Trustee shall not be bound to institute any proceedings or take any other actions described in the two preceding paragraphs of this Section 503 unless (a) it shall have been so directed by the Holders of a majority in aggregate principal amount of the Outstanding Notes pursuant (and subject) to Section 512 and (b) it shall have received an indemnity satisfactory to it against the costs, expenses, and liabilities to be incurred in compliance with such direction.

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504. Trustee May File Proofs of Claim

        In case of any judicial proceeding relative to the Company, any Guarantor (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

        No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or any Note Guarantee or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

505. Trustee May Enforce Claims Without Possession of Notes

        All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought, in its own name, as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amount due to the Trustee under Section 607, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

506. Application of Money Collected

        Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:	To the payment of all amounts due to the Security Trustee under the Security Documents and then to the payment of all amounts due to the Trustee under Section 607.
SECOND:	To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, Special Interest, if any, Additional Amounts, if any and any other amounts due on such Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, Special Interest if any, Additional Amounts, if any, and any other amounts due, respectively.
THIRD:	The balance, if any, to the Company (without prejudice to, or liability in respect of, any question as to how such payment to the Company shall be dealt with as between the Company and any other Person) or to such party as a court of competent jurisdiction shall direct in writing.

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507. Limitation on Suits

        No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1)

such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2)

the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)

such Holder or Holders have offered to the Trustee an indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)

the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)

no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes,

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

508. Unconditional Right of Holders to Receive Principal, Premium and Interest

        Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on, or any other amounts payable under, such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date or, in the case of an Offer to Purchase made by the Company and required to be accepted as to such Note, on the Purchase Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

509. Restoration of Rights and Remedies

        If the Trustee, Security Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, Security Trustee or to such Holder then, and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee, Security Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, Security Trustee and the Holders shall continue as though no such proceeding had been instituted.

510. Rights and Remedies Cumulative

        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee, Security Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in

56

equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

511. Delay or Omission Not Waiver

        No delay or omission of the Trustee, Security Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee, Security Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, Security Trustee or by the Holders, as the case may be.

512. Control by Holders

        Subject to Section 503, the Holders of a majority in aggregate principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or Security Trustee or both or exercising any trust or power conferred on the Trustee or Security Trustee or both (without any liability on its part) provided that

(1)

such direction shall not be in conflict with any rule of law or with this Indenture, and

(2)

the Trustee and Security Trustee may take any other action deemed proper by the Trustee and Security Trustee, respectively, which is not inconsistent with such direction.

513. Waiver of Past Defaults

        The Holders of not less than a majority in principal amount of the Outstanding Notes may, on behalf of the Holders of all of the Notes, waive any past default hereunder and its consequences, except a default

(1)

in the payment of the principal of (or premium, if any) or interest or any other amounts due on any such Note (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company) except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or

(2)

in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each such Outstanding Note affected.

        Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

514. Undertaking for Costs

        In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee and/or Security Trustee for any action taken, suffered or omitted by it as Trustee or Security Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, any Guarantor, the Trustee, the Security Trustee, any Holder or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest or any other amounts due on any Note on or after the respective Stated Maturities expressed

57

in such Note (or in the case of redemption, on or after the Redemption, on or after the Redemption Date or in the case of an Offer to Purchase made by the Company and required to be accepted as to such Note, on the Purchase Date).

515. Waiver of Stay or Extension Laws

        The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power or right herein granted to the Trustee, the Security Trustee or the Holders, but will suffer and permit the execution of every such power or right as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

601. Certain Duties and Responsibilities

        The duties and responsibilities of the Trustee shall include those provided by the Trust Indenture Act and those set forth in this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, it being understood and agreed that the Trustee shall not be required to advance its own funds in connection with its duties and responsibilities as Trustee. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

        Under no circumstances will the Trustee be liable to the Company for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.

        The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.

602. Notice of Defaults

        Within 60 days after a Responsible Officer in the Corporate Trust Office of the Trustee has been notified in accordance with Section 105 hereof of the occurrence of any Default hereunder, the Trustee shall transmit by mail to each Holder affected by such event, at his address as it appears in the Note Register, and to the Security Trustee, notice of such Default hereunder unless such Default shall have been cured or waived; provided, however, that in the case of any Default of the character specified in Section 501(4), no such notice to Holders and to the Security Trustee shall be given until at least 30 days after the occurrence thereof.

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603. Certain Rights of Trustee

        Subject to the provisions of Section 601:

(a)

the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties, whether such document is in original or facsimile form;



(b)

any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the board of directors may be sufficiently evidenced by a Board Resolution;



(c)

whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate or an Opinion of Counsel;



(d)

the Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



(e)

the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or an indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;



(f)

the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation except for liability resulting from the Trustee's willful misconduct, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;



(g)

the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;



(h)

the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except in case of negligence or bad faith; and



(i)

the Trustee shall not be liable for any action or inaction on the part of the Security Trustee under or in respect of the Security Documents.



(j)

the Trustee shall have no duty to inquire as to the performance of the covenants of the Company in Article 10 hereof;



(k)

the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of

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any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;

(l)

the Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture;



(m)

in the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more Holders or groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, each pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken;



(n)

the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or wilful default; and



(o)

the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person as so authorized in any such certificate previously delivered and not superseded.

604. Not Responsible for Recitals or Issuance of Notes

        The recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

605. May Hold Notes

        The Trustee, the Security Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 608 and 613, may otherwise deal with the Company and any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent.

606. Money Held in Trust

        Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company in writing.

607. Compensation and Reimbursement

        The Company agrees:

(1)

to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Company and the Trustee shall agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)

to pay the reasonable fees and expenses of the Trustee's counsel in connection with reviewing, revising, executing and delivering this Indenture and related documentation on the date of execution hereof, and upon executing any amendments or supplements hereto;

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(3)

to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or the Security Documents (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(4)

to indemnify the Trustee (which, for the purposes of this Section 607, shall include the Trustee's directors, officers, employees and agents) for, and to hold it harmless against, any loss, liability, cost, claim or expense incurred without negligence or bad faith on its part, arising out of (directly or indirectly) or in connection with the acceptance or administration of this trust and the performance of any duty or obligation imposed upon it herein or in the Security Documents or by reason of the issuance of the Notes, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or under the Security Documents.

(5)

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(11) or (12), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Insolvency Law.

(6)

This Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

608. Disqualification; Conflicting Interests

        If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such conflicting interest within 90 days, apply to the Commission for permission to continue as trustee in respect of the Notes or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

609. Corporate Trustee Required; Eligibility

        There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 and its Corporate Trust Office in the Borough of Manhattan, The City of New York. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

610. Resignation and Removal; Appointment of Successor

(1)

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.

(2)

The Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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(3)

The Trustee may be removed at any time on at least 10 days prior notice by Act of the Holders of a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company.

(4)

If at any time:

(a)

the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or

(b)

the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(c)

the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(5)

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, immediately upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(6)

The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

611. Acceptance of Appointment by Successor

        Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

        No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

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612. Merger, Conversion, Consolidation or Succession to Business

        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. In case any of the Notes shall not have been authenticated by such predecessor Trustee, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee; provided however that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

613. Preferential Collection of Claims Against Company

        If and when the Trustee shall be or become a creditor of the Company or of any Guarantor (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company or any Guarantor (or any such other obligor).

614. Appointment of Authenticating Agent

        The Trustee may appoint an Authenticating Agent or Authenticating Agents which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial redemption or pursuant to Section 306, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.

        Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority in respect of an Authenticating Agent in the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

        Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate

63

agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

        The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

        If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Notes described in the within-mentioned Indenture. This Note is duly authenticated without recourse, warranty or liability.

			[NAME OF TRUSTEE]
Dated:
	By	,
	As Trustee
	By	,
	As Authenticating Agent
	By
	Authorized Signatory

615. Trustee's Application for Instructions from the Company

        Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless before taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

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ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE

701. Company to Furnish Trustee Names and Addresses of Holders

        The Company will furnish or cause to be furnished to the Trustee:

(1)

semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such date, and

(2)

at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days before the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Note Registrar.

702. Preservation of Information; Communications to Holders

(1)

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

(2)

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.

(3)

Every Holder of Notes, by receiving and holding the same, agrees with the Company, the Guarantors and the Trustee that neither the Company, the Guarantors nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act.

703. Reports by Trustee

(1)

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(2)

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Notes are listed, with the Commission and with the Company. The Company will notify the Trustee when the Notes are listed on any stock exchange (and provide the address of such stock exchange) or delisted therefrom.

704. Officer's Certificate with Respect to Change in Interest Rates

        Within five days after any Step-Up or Additional Step-Up or Step-Down Date, the Company shall deliver an Officer's Certificate to the Trustee stating the interest rate thereupon in effect for the Outstanding Notes (if any are Outstanding) and the date on which such rate became effective.

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ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

801. Company and Guarantors May Consolidate, Etc. Only on Certain Terms

(1)

The Company may not, directly or indirectly: (i) merge or consolidate with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell, assign, transfer, lease, convey, demerge or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey, demerge or otherwise dispose of) all or substantially all of the Company's properties and assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries), in one or more related transactions, to another Person unless:

(a)

either

(i)

the Company is the surviving corporation; or

(ii)

the Person formed by or surviving any such consolidation or merger (if other than the Company) or which acquires by sale, assignment, transfer, lease, conveyance, demerger or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Receiving Entity"):

(A)

is a corporation organized and validly existing under the laws of Sweden, the United States (or any state thereof) or any member state of the European Union (as comprised at the Issue Date); and

(B)

expressly assumes all the obligations of the Company under the Notes, the Indenture, the Registration Rights Agreement and each Security Document to which the Company is a party pursuant to agreements reasonably satisfactory to the Trustee;

(b)

immediately after giving effect to such transaction and the assumption contemplated by clause (a) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), on a pro forma basis the Company or such Receiving Entity, as the case may be, (i) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii)(A) will be able to incur at least SEK 1.0 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1008(1) or (B) will have a Fixed Charge Coverage Ratio for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction, determined on a pro forma basis as if such transaction had occurred (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction) at the beginning of such four-quarter period, greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction;

(c)

consummation of such transaction will not conflict with or result in a breach or violation of the terms of, or constitute a default under, or result in the expiration, termination or loss of, any lease, transportation agreement, license, permit, concession or other contract or governmental or quasi-governmental approval which, individually or in the aggregate, would have a material adverse effect on the Company and its Restricted Subsidiaries taken as a whole;

(d)

immediately before and immediately after giving effect to such transaction and the assumption contemplated by paragraph (a) above (including, without limitation, on a pro forma basis giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be

66

incurred and any Lien granted in connection with or in respect of such transaction, and the expiration, termination or loss or anticipated expiration, termination or loss, of any lease, transportation agreement, license, permit, concession or other contract or governmental or quasi-governmental approval as a result of the consummation of such transaction), no Default or Event of Default shall have occurred and be continuing; and

(e)

the Company (if the surviving entity) or the Receiving Entity, as the case may be, has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form and substance satisfactory to the Trustee and each stating that such merger or consolidation, or such sale, assignment, transfer, lease, conveyance, demerger or other disposition, as the case may be, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

(2)

The Company shall not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or another Subsidiary Guarantor) or sell, assign, convey, transfer, lease, demerge or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or another Subsidiary Guarantor), or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease, demerger or disposition of all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries, on a consolidated basis, to any other Person or group of Persons (other than the Company or another Subsidiary Guarantor), unless at the time of the transaction and after giving effect thereto:

(a)

either:

(i)

the Subsidiary Guarantor will be the surviving corporation; or

(ii)

the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease, demerger or disposition all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries on a consolidated basis (the "Receiving Guarantor Entity"): (A) is a corporation organized and validly existing under the laws of Sweden, Norway, Finland, the United States (or any state thereof) or any member of the EU on the date of the Indenture; and (B) such Person expressly assumes all the obligations of such Subsidiary Guarantor under the Notes, this Indenture, the Registration Rights Agreement and each Security Document to which such Subsidiary Guarantor is a party, pursuant to agreements reasonably satisfactory to the Trustee.

(b)

immediately before and immediately after giving effect to such transaction on a pro forma basis no Default or Event of Default shall have occurred and be continuing; and

(c)

at the time of the transaction, the Subsidiary Guarantor or the Receiving Guarantor Entity, as the case may be, shall have delivered, or caused to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease, demerger or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

provided, however, that this paragraph shall not apply to any Subsidiary Guarantor whose Note Guarantee is unconditionally released and discharged in accordance with Section 1206.

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(3)

Clause (1) and (2) of this Section will not apply to a sale, assignment, transfer, conveyance, demerger or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

802. Successor Substituted

(1)

If any transaction (other than a lease) described in and complying with the conditions listed in clause (1) of Section 801 occurs and the Company is not the surviving corporation, upon the assumption contemplated by clause (1)(a)(ii)(B), the Receiving Entity shall succeed to, and be substituted for, and may exercise every right and power of, and shall assume and be bound to perform all obligations and covenants of, the Company under this Indenture, the Notes, the Registration Rights Agreement and each Security Document to which the Company is a party and thereafter the Company will, except in the case of such a lease of assets, be discharged from all its obligations and covenants under this Indenture and the Notes.

(2)

If any transaction (other than a lease) described in and complying with the conditions listed in clause (2) of Section 801 occurs in respect of a Subsidiary Guarantor, and such Subsidiary Guarantor is not the surviving corporation, upon the assumption contemplated by clause (2)(a)(ii)(B), the Receiving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, and shall assume and be bound to perform all obligations and covenants of, such Subsidiary Guarantor under this Indenture, the Notes, the Registration Rights Agreement and each Security Document to which such Subsidiary Guarantor is a party and thereafter such Subsidiary Guarantor will, except in the case of such a lease of assets, be discharged from all its obligations and covenants under this Indenture and the Notes.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

901. Supplemental Indentures Without Consent of Holders

        Without the consent of any Holders, the Company, when authorized by a Board Resolution, for itself and on behalf of each Guarantor, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or amendments to the Security Documents, in form and substance satisfactory to the Trustee, for any of the following purposes:

(a)

to add to the covenants of the Company or any Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or any Guarantor;



(b)

to comply with any requirements of the Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act;



(c)

to cure any ambiguity, to correct or to supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture or any Security Document which shall not be inconsistent with the provisions of this Indenture or such Security Document, as the case may be, provided such action pursuant to this Clause (c) shall not adversely affect the interests of the Holders in any material respect;



(d)

to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally;



(e)

to provide for uncertificated Notes in addition to or in place of certificated Notes;

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(f)

to provide for the assumption of the Company's or a Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale or other disposition of all or substantially all of the Company's or such Guarantor's assets;



(g)

to add any Guarantor or to secure the Notes or any Note Guarantee or to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; or



(h)

to provide for the issuance of Additional Notes in accordance with this Indenture.

902. Supplemental Indentures with Consent of Holders

        With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, for itself and on behalf of each Guarantor, and the Trustee may enter into an indenture or indentures supplemental hereto or an amendment to any Security Document for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or such Security Document or of modifying or amending in any manner the rights of the Holders under this Indenture or such Security Document; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby,

(a)

change the Stated Maturity of the principal of, or any installment of interest (including Special Interest) or Additional Amounts on, any Note, or reduce the principal amount thereof or the rate of interest (including Special Interest) thereon or Additional Amounts or any premium payable thereon, or change the place of payment where, or the coin or currency in which, any Note or any premium or the interest (including Special Interest) thereon or Additional Amounts is payable (except as may be required by changes in current tax or other laws), or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of an Offer to Purchase which has been made, on or after the applicable Purchase Date);



(b)

reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;



(c)

modify any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;



(d)

following the mailing of an Offer with respect to an Offer to Purchase pursuant to Section 1014 or 1015, modify the provisions of this Indenture with respect to such Offer to Purchase in a manner adverse to such Holder; or waive a redemption payment with respect to any Note (other than a payment required by Article Eight or Section 1014) or alter the provisions of this Indenture or the Notes with respect to the redemption of the Notes (other than provisions relating to the redemption of Notes at the option of the Company);



(e)

amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto;

69

(f)

amend, change or modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner which adversely affects the Holders;



(g)

amend or modify the provisions of Section 1018 or the corresponding provisions of the Notes;



(h)

release any Guarantor from any of its obligations under any Note Guarantee, except in accordance with the terms of this Indenture;



(i)

amend, change or modify any provision of any Security Document, or any provision of this Indenture relating to the Collateral, in a manner that materially adversely affects the interests of the Holders, except in accordance with this Indenture; or



(j)

make any change in the preceding amendment and waiver provisions.

        It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

903. Execution of Supplemental Indentures

        In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture or such amendment is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

904. Effect of Supplemental Indentures

        Upon the execution of any supplemental indenture or amendment to a Security Document under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder previously or thereafter authenticated and delivered hereunder, and each Guarantor, shall be bound thereby.

905. Conformity with Trust Indenture Act

        Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

906. Reference in Notes to Supplemental Indentures

        Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

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ARTICLE TEN

COVENANTS

1001. Payment of Principal, Premium and Interest

        The Company will duly and punctually pay the principal of (and premium, if any) and interest and any other amounts due on the Notes in accordance with the terms of the Notes and this Indenture.

1002. Maintenance of Office or Agency

        The Company will maintain in the Borough of Manhattan, The City and State of New York, in London, England and, for so long as the Notes shall be listed on the Luxembourg Stock Exchange, in Luxembourg an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company and each Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

        The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York, the United States of America, in London, England and, for so long as the Notes shall be listed on the Luxembourg Stock Exchange, in Luxembourg) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, in London, England and, for so long as the Notes shall be listed on the Luxembourg Stock Exchange, in Luxembourg for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

1003. Money for Note Payments to be Held in Trust

        The Company shall not at any time act as its own Paying Agent.

        The Company shall, before 10:00 a.m. (London time), one Business Day before each due date of the principal of (and premium, if any) or interest or any other amounts due on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest or any other amounts due so becoming due, such sum to be held in trust by such Paying Agent for the benefit of the Persons entitled to such principal, premium or interest or any other amounts due, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee and the Paying Agent of its action or failure so to act.

        The Company shall before 10:00 a.m. (London time) on the second Business Day prior to the day on which it makes payment to the Paying Agent procure that the bank effecting payment for it confirms by tested telex or SWIFT MT 100 message to the Paying Agent the payment instruction relating to such payment.

71

        The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a)

hold all sums held by it for the payment of the principal of (and premium, if any) or interest or any other amounts due on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;



(b)

give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest or any other amounts due on the Notes; and



(c)

at any time during the continuance of any such default, upon the written request of the Trustee, immediately pay to the Trustee all sums so held in trust by such Paying Agent.

        The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

        Any money deposited with the Trustee or any Paying Agent in trust for the payment of the principal of (and premium, if any) or interest or any other amounts due on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest or any other amount due has become due and payable shall be paid to the Company on Company Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a leading newspaper having a general circulation in New York City, a leading newspaper having a general circulation in London, and, if the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a newspaper having a general circulation in Luxembourg), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

1004. Existence

        Subject to Article Eight, each of the Company and the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company and each Guarantor shall not be required to preserve any such right or franchise if its board of directors in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company, or such Guarantor, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Holders.

1005. Maintenance of Properties

        The Company shall cause all properties used or useful in the conduct of its business or the business of any Restricted Subsidiary of the Company to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith

72

may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, as determined by its board of directors in good faith, desirable in the conduct of its business or the business of any Restricted Subsidiary and not disadvantageous in any material respect to the Holders.

1006. Payment of Taxes and Other Claims

        The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon Holding, the Company or any of its Restricted Subsidiaries or upon the income, profits or property of Holding, the Company or any of its Restricted Subsidiaries, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company, Holding, or any of its Restricted Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

1007. Maintenance of Insurance

        The Company shall, and shall cause its Restricted Subsidiaries to, keep insurance with insurers believed by the Company to be responsible of such type and in such amounts as the Company reasonably believes are customary for similar companies.

1008. Limitation on Indebtedness and Issuance of Disqualified Share Capital and Preferred Shares

(1)

The Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Share Capital; provided, however, that if no Default or Event of Default will have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or the issuance of any such Disqualified Share Capital (or if such Event of Default does exist, such Event of Default is cured concurrently with such incurrence or issuance, as the case may be), (1) the Company may incur Indebtedness or issue Disqualified Share Capital, and (2) any Subsidiary Guarantor, other than Swebus Busco AB, may incur Indebtedness if such Indebtedness is (A) Indebtedness represented by a Revolving Credit Facility, (b) Indebtedness represented by Capital Lease Obligations, (C) Indebtedness represented by purchase money obligations or (D) Acquired Indebtedness, in the case of both of (1) and (2) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Share Capital is issued would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Share Capital had been issued, as the case may be, at the beginning of such four-quarter period. In computing the Fixed Charge Coverage Ratio for the purpose of this clause (1), the Company shall use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements based on the books and records of the Company for the remaining portion of such period. The Company will be permitted to rely in good faith on the financial and other data derived from its books and records that are available on the date of determination in preparing such unaudited financial statements. If the Company incurs Indebtedness that, at the time of Incurrence, would in the good faith determination of the Company be permitted under the

73

requirements of this Indenture, such Indebtedness will be deemed to have been Incurred in compliance with this Indenture notwithstanding any adjustments made in good faith to the Company's financial statements after such Indebtedness is incurred which effect the Fixed Charge Coverage Ratio for any period; provided, however, that any such adjustments will be taken into account in computing the Fixed Charge Coverage Ratio in respect of any subsequent Incurrence of Indebtedness.

(2)

So long as no Default or Event of Default will have occurred and be continuing or would be caused thereby, clause (1) of this Section 1008 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(a)

the incurrence by the Company and its Restricted Subsidiaries that are Subsidiary Guarantors of Indebtedness under a Revolving Credit Facility (and any guarantees in respect thereof) in an aggregate principal amount at any time outstanding not to exceed SEK 100,000,000 (with letters of credit and bank guarantees being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder), less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Subsidiaries since the Issue Date to repay any such revolving credit Indebtedness pursuant to Section 1014;

(b)

the incurrence by the Company of Indebtedness represented by the Original Notes and the Exchange Notes issued in exchange therefore (other than Additional Notes) and Indebtedness of Guarantors pursuant to their Note Guarantees;

(c)

the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by (a) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment or buses or other vehicles used in the business of the Company or such Restricted Subsidiary and (b) Attributable Debt in respect of Sale and Leaseback Transactions, in an aggregate principal amount for both clauses (a) and (b) not to exceed SEK 100,000,000 at any time outstanding;

(d)

the incurrence by the Company and its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries) that was permitted by this Indenture to be incurred under clause (1) of this Section 1008 or sub-clauses (b) or (n) of this paragraph;

(e)

the incurrence by the Company or any Subsidiary Guarantor of intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries; provided, however, that (a) if the Company or a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary that is a Guarantor thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor thereof; shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (e);

(f)

the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness, or fixing or hedging foreign currency exchange rate risk with

74

respect to any Indebtedness, in each case that is permitted by the terms of this Indenture to be outstanding;

(g)

the guarantee by the Company of Indebtedness of a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section;



(h)

the incurrence by the Company or any Subsidiary Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (h), not to exceed SEK 45,000,000;



(i)

the accrual of interest, the accretion or amortization of original issue discount, the capitalization of interest, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms as the Indebtedness on which such interest accrued, and the payment of dividends on Disqualified Share Capital in the form of additional shares of the same class of Disqualified Share Capital, provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;



(j)

the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries representing or comprising Obligations under performance and surety bonds provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;



(k)

the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries represented by letters of credit, bankers' acceptances, surety bonds, performance bonds or similar instruments for the account of the Company or such Restricted Subsidiary, as the case may be, in order to provide for security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;



(l)

the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries arising from agreements either providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case incurred or assumed in connection with the disposition of any business or assets of the Company or a Restricted Subsidiary of the Company or the disposition of a Restricted Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition, provided, however, that the maximum assumable liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;



(m)

Guarantees by any Restricted Subsidiary made in compliance with Section 1017; and



(n)

Indebtedness of the Company represented by the Subordinated Shareholder Loan.

(3)

If any Non-Recourse Debt of an Unrestricted Subsidiary ceases to be Non-Recourse Debt, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company.

(4)

For purposes of determining compliance with this Section 1008, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (n) above, or is entitled to be incurred pursuant to clause (1) of this Section 1008, the Company (i) will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 1008 and (ii) may from time to time reclassify such item of Indebtedness in any manner that complies with this Section 1008, in each case without duplication.

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(5)

For purposes of determining compliance with any Swedish Kronor denominated restriction on the incurrence of Indebtedness denominated in another currency, the SEK principal amount of all Indebtedness will be calculated in accordance with Section 116 based on the relevant currency exchange rate in effect on the date of such incurrence; provided that, if any Indebtedness denominated in a currency other than SEK is subject to a currency hedging agreement covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in SEK will be as provided in such currency hedging agreement. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated in accordance with Section 116 based on the currency exchange rate in effect on the date of such refinancing applicable to the currencies in which such respective Indebtedness is denominated.

1009. Limitation on Restricted Payments

(1)

The Company shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(a)

declare or pay any dividend or make any other payment or distribution on account of or with respect to the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Share Capital) of the Company or payable to the Company or by a Wholly Owned Restricted Subsidiary of the Company to another Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor);

(b)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company or of any direct or indirect parent of the Company or of any Restricted Subsidiary of the Company or of any Unrestricted Subsidiary of the Company (other than any Equity Interests of any Restricted Subsidiary owned by the Company or any Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor);

(c)

make any payment on account of or with respect to, or purchase, redeem, defease, prepay, decrease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes, except a payment of interest or principal at the Stated Maturity thereof; or

(d)

make any Restricted Investment (all such payments and other actions set forth, but not excluded from, in clauses (a) through (d) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(x)

no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and



(y)

the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least SEK 1.0 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (1) of Section 1008; and

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(z)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2)(b), (2)(c) and (2)(e) of this Section, but including Restricted Payments permitted by clauses (2)(a) and (2)(d), of this Section, is less than the sum, without duplication, of:



(i)

50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus



(ii)

100% of the aggregate net cash proceeds received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Share Capital) or from the issue or sale of convertible or exchangeable Disqualified Share Capital or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Share Capital or debt securities) sold to a Subsidiary of the Company) and excluding any such proceeds to the extent used to redeem Notes, plus



(iii)

to the extent that any Restricted Investment that was made after the Issue Date is sold for Cash Equivalents or otherwise liquidated or repaid for Cash Equivalents, the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investment.

(2)

So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(a)

the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this Indenture;

(b)

payments of dividends or distributions in order to provide funds to pay amounts required to be paid by the Indirect Parent in connection with its reporting obligations under United States federal securities laws or amounts required by the Parent Companies to pay costs associated with its activities as a holding company in compliance with this Indenture, provided that such amounts have actually been incurred by the Indirect Parent, or such Parent Company, as the case may be, or are expected to be incurred within 7 days of such payment and provided further that such amounts do not exceed an aggregate of SEK 10,000,000 in any financial year;

(c)

payments of dividends or distributions, or payments of amounts due under the Subordinated Shareholder Loan, in an aggregate amount of up to the value of interest payments required to be made in respect of the Parent Notes, to be applied to such payment, provided that no such payment may be made by the Company or any Restricted Subsidiary more than 7 days in advance of the date of such interest payment on the Parent Notes becomes due and payable;

(d)

the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Share Capital); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (1)(d)(z)(ii) above;

77

(e)

the defeasance, redemption, repurchase or other acquisition of any Indebtedness of the Company that is subordinated in right of payment to the Notes with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;



(f)

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by (A) any member of the Company's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement or stock or share option agreement in effect as of the Issue Date or (B) any employee of the Company or any of its Restricted Subsidiaries upon the retirement of any such employee; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests will not exceed SEK 10,000,000 in any twelve month period; and



(g)

other Restricted Payments in an aggregate amount not to exceed SEK 20,000,000.

        The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section will be determined by the board of directors of the Company, whose resolution with respect thereto (or an Officer's Certificate certifying such determination of the board of directors) will be delivered to the Trustee. The board of directors' determination must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of international standing if the fair market value exceeds SEK 400,000,000. Not later than the date of making any Restricted Payment in an amount in excess of SEK 40,000,000, the Company will deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 1009 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

        In computing Consolidated Net Income of the Company for the purpose of the foregoing clause (1)(d)(z)(i), the Company will use audited financial statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements based on the books and records of the Company for the remaining portion of such period. The Company will be permitted to rely in good faith on the financial and other data derived from its books and records that are available on the date of determination in preparing such unaudited financial statements. If the Company makes a Restricted Payment that, at the time of the making of it, would in the good faith determination of the Company be permitted under the requirements of this Indenture, such Restricted Payment will be deemed to have been made in compliance with this Indenture notwithstanding any adjustments made in good faith to the Company's financial statements after such Restricted Payment is made which effect Consolidated Net Income of the Company for any period; provided, however, that any such adjustments will be taken into account in computing Consolidated Net Income in respect of any subsequent Restricted Payment.

1010. Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries

(1)

The Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to:

(a)

pay dividends or make any other distributions on its Share Capital or with respect to any other interest or participation in, or measured by, its profits or reserves, to the Company or any of the Company's Restricted Subsidiaries, or pay any indebtedness owed to the Company or any of the Company's Restricted Subsidiaries;

78

(b)

make loans or advances to the Company or any of the Company's Restricted Subsidiaries; or



(c)

transfer any of its properties or assets to the Company or any of the Company's Restricted Subsidiaries.

(2)

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(a)

this Indenture, the Notes, the Exchange Notes, and the Security Documents;

(b)

applicable law;

(c)

any instrument governing Indebtedness or Share Capital of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(d)

customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with then current industry practices;

(e)

purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the transfer or encumbrance of the property so acquired;

(f)

any agreement for sale or other disposition of a Restricted Subsidiary that restricts distributions or transfers or assets by such Restricted Subsidiary pending the consummation or such sale or other disposition; and

(g)

Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 1011 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien.

1011. Limitation on Liens

        The Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any property or asset now owned or hereafter acquired, except Permitted Liens. Holding and the Company will not, and the Company will not permit any of its Restricted Subsidiaries to, grant to any Person other than the Security Trustee, for the benefit of any registered holder of the Notes, and the holders of the Notes and any other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral, except that the Company may sell or dispose of assets, including property or assets which constitute Collateral, if such sale or disposition is made in compliance with or not otherwise prohibited by Section 1014.

1012. Limitation on Sale and Leaseback Transactions

        The Company shall not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transactions; provided that the Company may enter into a Sale and Leaseback Transaction if:

(1)

the Company could have:

(a)

incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in clause (1) of Section 1008; and

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(b)

incurred a Lien to secure such Indebtedness (without securing the Notes) pursuant to Section 1011;

(2)

the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the board of directors of the Company and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of such Sale and Leaseback Transaction; and

(3)

the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Section 1014.

1013. Limitation on Transactions with Affiliates and Related Persons

(1)

The Company shall not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

(a)

such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm's length basis by the Company or such Restricted Subsidiary with a Person which is not an Affiliate of the Company or such Restricted Subsidiary; and

(b)

the Company delivers to the Trustee:

(i)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 10,000,000, a resolution of its board of directors, certified in an Officers' Certificate, resolving that such Affiliate Transaction complies with this Section and that such Affiliate Transaction has been approved by a majority of the disinterested members of its board of directors; and

(ii)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 100,000,000, an opinion in form and substance satisfactory to the Trustee as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an appraisal or investment banking firm of international standing.

(2)

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of paragraph (1) of this Section:

(a)

reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, and reasonable fees and compensation paid in respect of the Management Services Agreement, all as determined in good faith by the Company's board of directors or senior management;

(b)

transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture; and

(c)

Restricted Payments that are not "Permitted Investments" and that are permitted by Section 1009.

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1014. Limitation on Certain Asset Sales

(1)

The Company shall not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(a)

the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed;

(b)

such fair market value is determined in good faith by the Company's board of directors and evidenced by a resolution of the Company's board of directors set forth in an Officers' Certificate delivered to the Trustee;

(c)

at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents and is received at the time of such issuance, sale or disposition. For purposes of this provision, each of the following will be deemed to be Cash Equivalents:

(i)

any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from such liabilities;

(ii)

any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are (subject to ordinary settlement periods) converted within 30 days by the Company or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received in that conversion); and

(iii)

such Asset Sale is made in compliance with the Security Documents or, in the case of pledged assets, with the consent of the Security Trustee.

(2)

Notwithstanding the foregoing, the Company (or the Restricted Subsidiary, as the case may be) may consummate an Asset Sale with respect to a bus which is then subject to a Residual Value Guarantee provided that (a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the then applicable Specified Residual Value for such bus, (b) 100% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents and is received at the time of such sale or disposition and (c) such Asset Sale is made in compliance with the Security Documents or, in the case of pledged assets, with the consent of the Security Trustee.

(3)

Within 360 days after receipt of any Net Proceeds from an Asset Sale, the Company will apply, or cause such Restricted Subsidiary to apply, such Net Proceeds at its option to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business ("Replacement Assets") and provided that if such sold properties or assets were Collateral then such Replacement Assets shall be pledged to the Security Trustee pursuant to an effective and perfected security interest. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings of the Company or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

(4)

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds SEK 10,000,000, the Company will make an "Asset Sale Offer" to all Holders of Notes and on a pro rata basis to all holders of other Indebtedness that ranks equally in right of payment

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with the Notes and, with respect to Indebtedness of any Subsidiary Guarantor, that ranks equally with the Subsidiary Guarantee of such Subsidiary Guarantor, containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other equal-ranking Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase, and will be payable in cash in the manner specified in this Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other equal-ranking Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other equal-ranking Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(5)

Holders may elect to tender their Notes in whole or in part in integral multiples of €1,000 in exchange for cash. An Asset Sale Offer shall remain open for a period of at least 20 business days or such longer period as may be required by law.

(6)

In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article Eight, the receiving entity will be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section, and such receiving entity, in lieu of the Company and its Restricted Subsidiaries, shall comply with the provisions of this Section with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value (as determined in good faith by the Company's board of directors and evidenced by a resolution of such board of directors) of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold will be deemed to be Net Proceeds for the purposes of this Section.

(7)

Within 30 days following the earlier of (a) the 361st day after an Asset Sale and (b) the date the Company, by resolution of its board of directors, decides to use the proceeds from an Asset Sale to make an Asset Sale Offer, notice of the Asset Sale Offer will be published in a leading newspaper having general circulation in New York City, a leading newspaper having a general circulation in London, and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a leading newspaper having a general circulation in Luxembourg, with a copy to the Trustee, and will comply with the procedures set forth in this Indenture.

(8)

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer. To the extent that, since the Issue Date, changes in the provisions of any such securities laws or regulations have occurred which conflict with this Section, the Company will comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Section by virtue thereof.

1015. Change of Control

(1)

If a Change of Control Event occurs, each Holder will have the right to require the Company to repurchase all or any part (equal to €1,000 in principal amount or an integral multiple thereof) of that Holder's Notes pursuant to the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the principal

82

amount of the Notes repurchased plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase (the "Change of Control Payment").

(2)

Within 30 days immediately following any Change of Control Event, the Company will:

(a)

mail a notice to the Trustee describing the transaction or transactions that constitute the Change of Control Event and offering to repurchase Notes on a specific date, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice;

(b)

publish such notice in a leading newspaper having a general circulation in New York City, a leading newspaper having a general circulation in London, and, if the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, a newspaper having a general circulation in Luxembourg;

(c)

if the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, notify such stock exchange of the Change of Control Event, and provide that Notes may be tendered at the office of the paying and transfer agent in Luxembourg; and

(d)

if any Certificated Notes are outstanding, send, by first class mail, such notice to each Holder of Certificated Notes.

(3)

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Event. To the extent that, since the Issue Date, changes in the provisions of any such securities laws or regulations have occurred which conflict with this Section, the Company will comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Section by virtue thereof.

(4)

On the Change of Control Payment Date, the Company will, to the extent lawful:

(i)

accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(iii)

deliver or cause to be delivered to the Trustee (or the Principal Paying Agent on its behalf) the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of €1,000 or any integral multiple thereof.

(5)

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, notify such stock exchange of such results (including the total amount of Notes that remain outstanding, if any).

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(6)

The Company will not be required to make a Change of Control Offer upon a Change of Control Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

1016. Limitation on Sales and Issuances of Equity Interests in Restricted Subsidiaries

(1)

The Company shall not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose, directly or indirectly, of any Equity Interests (other than Share Capital constituting directors' qualifying shares) in any Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor, provided that any such Equity Interest is pledged to the Security Trustee pursuant to an effective and perfected security interest at the time of such transfer, conveyance, sale, lease or other disposition), unless:

(a)

such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Restricted Subsidiary; and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 1014,

(b)

immediately after giving effect to such transfer, conveyance, sale or other disposition such Restricted Subsidiary would no longer constitute a Subsidiary or is designated as an Unrestricted Subsidiary, the Net Proceeds from such transfer, conveyance, sale or other disposition are applied in accordance with Section 1014, and any remaining Investment in such Person would have been permitted to be made under Section 1009 if made on the date of such transfer, conveyance, sale or other disposition, or

(c)

a sale of the type described in the proviso to the definition of "Sale and Leaseback Transaction" in this Indenture.

(2)

In addition, the Company shall will not permit any Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of its Share Capital constituting directors' qualifying shares) to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor) to own any Preferred Shares of any Restricted Subsidiary of the Company.

1017. Limitation on Issuances of Guarantees of Indebtedness

(1)

The Company will not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company unless (i) such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture to this Indenture providing for a Guarantee of all of the Company's obligations under the Notes and this Indenture on terms substantially similar to such Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's assumption, Guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Note Guarantee until payment in full of the outstanding principal amount of the Notes, together with any premium, accrued and unpaid interest, Additional Amounts and

84

Special Interest, then due and owing; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

(2)

In the event that any Restricted Subsidiary delivers to the Trustee a supplemental indenture providing for a Note Guarantee in accordance with this Section, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, notice will be published in a newspaper having general circulation in Luxembourg and a supplemental offering circular meeting the requirements of such Stock Exchange will be filed with such Stock Exchange.

(3)

Neither the Company nor any Restricted Subsidiary shall create or acquire any Subsidiary unless:

(a)

such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of all of the Company's obligations under the Notes and this Indenture;

(b)

such Subsidiary executes one or more Security Documents granting to the Security Trustee, for the benefit of the Trustee and the Holders of Notes, a first priority security interest in substantially all the assets of such Subsidiary;

(c)

such Subsidiary takes all requisite steps under applicable law and undertakes other customary procedures in connection with the granting and perfection (if relevant) of such security interests;

(d)

such Subsidiary delivers to the Security Trustee and the Trustee an Opinion of Counsel and Officers' Certificates (accompanied by resolutions and constituent documents of such Subsidiary) with respect to corporate and collateral matters in connection with its Note Guarantee and Security Documents, in form and substance reasonably satisfactory to the Security Trustee and the Trustee; and

(e)

the Company or such Restricted Subsidiary pledges all the shares in such created or acquired Subsidiary to the Security Trustee, for the benefit of the Security Trustee, the Trustee and Holders of Notes, pursuant to a valid and effective security interest.

1018. Additional Amounts

(1)

All payments in respect of the Notes and the Note Guarantees will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature, including penalties, interest and any other liabilities related thereto ("Taxes") imposed or levied by or on behalf of (1) Sweden, Finland or Norway, (2) any other jurisdiction in which a Payor (as defined below) is organized or otherwise considered to be resident for tax purposes, (3) any jurisdiction from or through which payment on the Notes or the Note Guarantees is made or (4) any political subdivision or governmental authority of or in (1) through (3) above having the power to tax (each of (1) through (4) a "Relevant Taxing Jurisdiction"), unless the Company or the relevant Guarantor (each, a "Payor") is compelled by law to deduct or withhold such Taxes. In such event, the Payor will pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the net amounts received by the Holders after such withholding or deduction will equal the respective amounts of principal and interest that would have been receivable in respect of the Notes in the absence of such withholding or deduction.

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(2)

However, no such Additional Amounts will be payable in respect of any Note or Note Guarantee:

(a)

presented for payment of principal more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 30 day period;

(b)

if any Tax is imposed or withheld by reason of the failure to comply or a delay in complying or the provision of inaccurate information by the Holder of such Note or, if different, the beneficiary of such amounts when a request is addressed or otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of such Holder or beneficiary which is required or imposed by a statute, treaty, regulation or administrative practice of such Relevant Taxing Jurisdiction (or to which it is a party) or any relevant jurisdiction (or any political subdivision or authority thereof) as a precondition to exemption from all or part of such Tax;

(c)

of any person liable for Taxes in respect of such Note by reason of the Holder of the Note or, if different, the beneficial owner having some connection with a Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of principal or interest in respect thereof, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment or fixed base therein whether by himself or through an agent;

(d)

on account of any estate, inheritance, gift, sale, transfer, personal property, wealth or other similar Tax;

(e)

presented for payment or in respect of which payment is required to be made in a Relevant Taxing Jurisdiction; and

(f)

any combination of (a), (b), (c), (d) or (e);

nor will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Note or any Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder.

(3)

The Payor will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Payor will furnish copies to the Trustee of such receipts evidencing the payment of any Taxes so deducted or withheld in such form as are provided in the normal course by the taxing authority imposing such Taxes and as are as reasonably available to the Payor within 60 days after the date of receipt of such evidence. The Trustee will make such evidence available to the Holders upon request.

(4)

Whenever in this Indenture there is a reference to, in any context, the payment of principal (and premium, if any), redemption price, interest, Special Interest, or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include a reference to the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(5)

"Relevant Date" means the date on which the payment first becomes due by the relevant Payor but, if the full amount of the money payable has not been received by the Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money

86

having been so received, notice to that effect will have been duly given to the Holders by the Payor in accordance with these terms and conditions.

(6)

The Payor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, Sweden, Norway, Finland or in any jurisdiction in which the Paying Agent is located from the execution, delivery or registration of the Notes or the Note Guarantees or the Security Documents, or any other document or instrument referred to in this Indenture, the Security Documents or the Notes.

(7)

If the Company determines and certifies to the Trustee immediately prior to the giving of such notice that:

(i)

the payment by the Company of Additional Amounts or further Additional Amounts (as the case may be) in respect of payments under such Notes is, or will be, required as a result of (a) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated thereunder) of Sweden (or to which it is a party), or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax or (b) any change or amendment in the existing official position or the introduction of an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction or any practice or concession of Skattemyndigheten (the Swedish Tax Authority) which change, amendment, application or interpretation becomes effective on or after the date of issuance of the Notes; and

(ii)

such obligation cannot be avoided by the Company taking reasonable measures available to it;

then the Company, at its option, may redeem the Notes in whole but not in part, at a redemption price equal to the then outstanding principal amount thereof, together with interest accrued to the date fixed for redemption, Special Interest, if any, and any Additional Amounts payable with respect thereto as a result of the redemption or otherwise.

(8)

Notwithstanding clause 7 of this Section, no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Payor could be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to the giving of any notice of redemption described in this paragraph, the Payor will deliver to the Trustee (a) a certificate signed by two directors of the Payor stating that the obligation to pay Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it and (b) a written opinion of independent legal counsel to the Payor to the effect that circumstances referred to above exist.

(9)

If payments in respect of the Notes or the Note Guarantees by a Payor will become subject generally to the taxing jurisdiction of any Territory or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax (an "Additional Taxing Jurisdiction"), other than or in addition to a Relevant Taxing Jurisdiction, immediately upon becoming aware thereof the Payor will notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a supplemental indenture, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of the foregoing provisions of this Section 1018 with the substitution for (or, as the case may be, the addition to) the references therein to Relevant Taxing Jurisdictions with references to the Additional Taxing Jurisdiction. For the purposes of the foregoing, "Territory" means any jurisdiction in which the Payor is incorporated or in which the Company or the relevant Guarantor has its place of central management or central control or in which the Payor carries on any business.

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1019. Provision of Financial Information

(1)

Whether or not the Company is required by the Commission, the Company will provide to the Trustee and the holders of the Notes and to prospective investors, within the time periods specified in the Commission's rules and regulations (unless otherwise noted):

(a)

within 120 days after the end of its then-applicable fiscal year, all annual financial statements that would be required in a filing with the Commission on Form 20-F (including an "Operating and Financial Review and Prospects" section, and with respect to the annual financial statements only, a report thereon by the Company's certified independent auditors);

(b)

within the time period specified in the Commission's rules and regulations, all quarterly financial information that would be required to be contained in a filing with the Commission on Form 10-Q if the Company were required to file that form (including a "Management's Discussion and Analysis of Financial Condition and Results of Operations", except that such information will only be prepared in accordance with generally accepted accounting principles in Sweden); and

(c)

all current reports that would be required to be furnished to the Commission on Form 6-K if the Company were required to furnish that form.

(2)

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations or Operating and Financial Review and Prospects section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(3)

Whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

(4)

For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, the above information will also be made available in Luxembourg at the office of the Paying Agent in Luxembourg.

(5)

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice to the Trustee or any Holder of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee and each Holder is entitled to conclusively rely exclusively on Officer's Certificates).

(6)

In addition, the Company will provide to the holders of the Notes and to prospective investors, upon the requests of such holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act. The Company will also make any of the foregoing information available during normal business hours at the offices of the listing agent in Luxembourg if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require.

1020. Statement by Officers as to Default; Compliance Certificates

(1)

The Company will deliver to the Trustee, within 60 days after the end of each fiscal year of the Company ending after the date hereof an Officer's Certificate signed by its principal executive

88

officer, principal financial officer or principal accounting officer, stating whether or not to the best knowledge of the signers thereof after due enquiry the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

(2)

The Company shall deliver to the Trustee, as soon as possible and in any event within 15 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default or an Event of Default, an Officer's Certificate setting forth the details of such Default or Event of Default, and the action which the Company proposes to take with respect thereto.

1021. Waiver of Certain Covenants

        The Company may omit in any particular instance to comply with any covenant or condition set forth in Section 801, Sections 1004 to 1017 and Section 1019, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition with respect to any such Notes, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect; provided, however, that (a) with respect to an Offer to Purchase as to which an Offer has been mailed, no such waiver may be made or shall be effective against any Holder tendering Notes pursuant to such Offer, and the Company may not omit to comply with the terms of such Offer as to such Holder and (b) with respect to a covenant or provision thereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, no such waiver may be made or shall be effective against any such Holder without such Holder's express consent thereto.

1022. Designation of Restricted and Unrestricted Subsidiaries

(1)

The board of directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under clause (1) of Section 1009 or Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company's board of directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation would not result in a Default.

(2)

Any designation pursuant to this Section 1022 by the Company's board of directors will be evidenced to the Trustee by the prompt filing with the Trustee of a certified copy of the resolution of such board of directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

1023. Payments for Consent

        Neither Holding nor the Company will, and the Company will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders

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of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

1024. Permitted Activities and Amendment of Security Documents

        Neither Holding nor the Company shall engage in any business activity other than, in the case of Holding, acting as a direct holding company of the Company or, in the case of the Company, acting as a direct holding company of its Subsidiaries, including activities being undertaken on the Issue Date that are ancillary to such role. The Company shall not Incur any material liabilities not directly related to such activities other than the Incurrence of Indebtedness in accordance with the terms of this Indenture. Holding shall not (i) Incur any Indebtedness or (ii) Incur any other material liabilities not directly related to such activities.

        Holding will not, and the Company will not, and will not permit any Subsidiary Guarantor to, amend any of the Security Documents in a manner adverse to the interests of the Holders of the Notes.

1025. Advances to Subsidiaries

        All advances to Restricted Subsidiaries made by the Company after the Issue Date will be evidenced by intercompany notes or loan agreements in favor of the Company. Each intercompany note will be issued and each intercompany loan agreement will be executed by the relevant Restricted Subsidiary of the Company in favor of the Company to evidence advances by the Company and will provide that such advances will be payable upon demand and will bear interest at a rate equal to or greater than the rate then payable on the Notes or the maximum rate permitted by applicable law, if lower.

ARTICLE ELEVEN

REDEMPTION OF NOTES

1101. Right of Redemption

        The Notes may be redeemed at the election of the Company, in accordance with the provisions appearing in the form of Note set forth above, at the Redemption Prices specified in such form of Note together with accrued interest and Additional Amounts, if any, to the Redemption Date.

1102. Applicability of Article

        Redemption of Notes at the election of the Company, as permitted by any provision of this Indenture, shall be made in accordance with such provision and this Article.

1103. Election to Redeem; Notice to Trustee

        The election of the Company to redeem any Notes pursuant to Section 1101 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of all or less than all the Notes, the Company shall, at least 60 days before the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed.

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1104. Selection by Trustee of Notes to Be Redeemed

        If less than all of the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days before the Redemption Date by the Trustee from the Outstanding Notes not previously called for redemption as follows:

(a)

if the Notes are listed, in compliance with the requirements of the principal securities exchange on which the Notes are listed (as set forth in an Officer's Certificate delivered by the Company to the Trustee); or



(b)

if the Notes are not so listed or if such requirements are not so certified, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

provided that redemption of portions of the principal amount of Notes are made in denominations in integral multiples of €1,000.

        The Trustee shall promptly notify the Company and each Note Registrar in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

        For all purposes of this Indenture, unless the context requires otherwise, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

1105. Notice of Redemption

        Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days before the Redemption Date, to each Holder of Notes to be redeemed, at the address appearing in the Note Register or provided to the Trustee by such Holder.

        In addition, the Company shall, at least 30 and not more than 60 days before the Redemption Date, cause notice of such redemption to be published in a leading newspaper having a general circulation in New York City, a leading newspaper having a general circulation in London, and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a newspaper having a general circulation in Luxembourg, with a copy to the Trustee.

        All notices of redemption shall identify the Note, including its ISIN number, if any, and state:

(a)

the Redemption Date,



(b)

the Redemption Price,



(c)

if less than all the Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Notes to be redeemed,



(d)

that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that, unless the Company defaults in making such payment on the Redemption Date, interest thereon will cease to accrue on and after said date, and



(e)

the place or places where such Notes are to be surrendered for payment of the Redemption Price.

        Notice of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company.

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1106. Deposit of Redemption Price

        Before any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) any applicable accrued interest on, all the Notes which are to be redeemed on that date.

1107. Notes Payable on Redemption Date

(1)

Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and any applicable accrued interest) such Notes shall not bear interest. Upon surrender of any such Note for redemption in accordance with said notice to the Trustee or a Paying Agent, such Note shall be paid by the Company at the Redemption Price, together with any applicable accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or before the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

(2)

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate provided by the Note.

1108. Notes Redeemed in Part

        Any Note which is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered. Upon surrender of a Global Note if redeemed in part, the Paying Agent shall forward the Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount at maturity of the Global Note by an amount equal to the redeemed portion of the Global Note, provided that the Global Note shall be in an authorized denomination.

ARTICLE TWELVE

GUARANTEE

1201. Guarantee

(1)

Each Guarantor hereby unconditionally, irrevocably and jointly and severally (a) guarantees, as principal obligor, to each Holder, the Trustee and the Security Trustee and their successors and assigns (i) the full and punctual payment and performance within applicable grace periods of all of the Company's Obligations under this Indenture and the Notes, including the payment of principal of, and premium, if any, interest, Special Interest, if any, and Additional Amounts, if any, on, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on any such Obligation which is overdue, and of all other monetary Obligations of the Company to the Holders and the Trustee under this Indenture and under the Notes, including Additional Amounts, if any, relating thereto, (ii) the full and punctual performance within applicable grace periods of all other obligations and liabilities of the Company under this Indenture and the Notes,

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and (iii) the full and punctual performance of all obligations and liabilities of the Company under the Security Documents and (b) agrees to indemnify each Holder, the Trustee and the Security Trustee against any loss incurred by such Holder, the Trustee or the Security Trustee arising out of the non-payment, invalidity or unenforceability of the Company's Obligations, in each case, all in accordance with the terms hereof and thereof (all the foregoing being hereinafter collectively referred to as the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article Twelve notwithstanding any extension or renewal of any Guaranteed Obligation.

(2)

Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or the Security Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, any Security Document or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, any Security Document or any other agreement; (d) the release of any Note held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 1206, any change in the ownership of such Guarantor.

(3)

Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Security Trustee to any Note held for payment of the Guaranteed Obligations.

(4)

Until all of the Company's Obligations have been irrevocably paid and discharged in full, the Holders, the Trustee and the Security Trustee may: (a) refrain from applying or enforcing any other security, moneys or rights held or received by them in respect of such amounts or apply and enforce the same in such manner and order as they see fit (whether against such amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and (b) place in a suspense account (without liability to pay interest thereon) any moneys received from a Guarantor or on account of a Guarantor's liability hereunder.

(5)

Except as expressly set forth in Sections 802(2), 1202, 1206 and 1307, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, any Guarantee or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Security Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

(6)

Each Guarantor further agrees that its Guarantee herein is a continuing guarantee and shall extend to the ultimate balance of the Company's Obligations and shall continue to be effective or

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be reinstated in full force and effect, as the case may be, if at any time any payment, or any part thereof, by the Company to the Trustee, the Security Trustee or any Holder of any Guaranteed Obligation, whether for principal or interest or otherwise, is rescinded or must otherwise be restored or returned, upon the bankruptcy, insolvency or reorganization of the Company or otherwise, by any Holder, the Trustee or the Security Trustee to the Company or any custodian, trustee, administrator, liquidator or other similar official acting in relation to the Company or its property

(7)

In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Security Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Security Trustee, an amount equal to the sum of the due and unpaid amount of all the Guaranteed Obligations, it being understood that the payment of the accrued and unpaid interest referred to in clause (a) of the first paragraph of this Section 1201 shall be to the extent not prohibited by law.

(8)

Each Guarantor agrees that it shall not be entitled to any right of subrogation or contribution in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations.

(9)

Without limiting the foregoing, each Guarantor hereby agrees that any claim by it against the Company that arises from the payment, performance or enforcement of such Guarantor's obligations under its Guarantee, the Notes or this Indenture, including, without limitation, any right of subrogation or indemnity, shall be subject and subordinate to, and no payment with respect to any such claim of such Guarantor shall be made before, the irrevocable payment in full in cash of all outstanding Obligations under the Notes and this Indenture in accordance with the provisions provided therefor in this Indenture. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 or, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

(10)

Subject to the foregoing paragraph, each Guarantor (a Contributing Guarantor) agrees that, in the event a payment shall be made by any other Guarantor hereunder (the Claiming Guarantor) in respect of any Guaranteed Obligation, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date it became a Guarantor and the denominator shall be the aggregate net worth of all the Guarantors on the date calculated for each Guarantor as of the date it became a Guarantor hereunder.

(11)

A certificate of the Trustee as to any amount owing from the Company hereunder shall be conclusive evidence of such amount as against the Guarantors. No Guarantor will hold any security from the Company in respect of the Guarantor's liability hereunder.

(12)

Payments to be made by a Guarantor hereunder shall be made in immediately available funds in the same currency in which the corresponding Obligations are payable by the Company to such account as the Trustee may specify.

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(13)

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee, the Security Trustee or any Holder in enforcing any rights under this Article Twelve.

1202. Limitation on Liability

(1)

Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering the Guarantee of such Guarantor hereunder voidable under applicable law, including stipulations in applicable companies laws regarding prohibited financial assistance in the form of providing security or guarantees for the obligations of a third party and laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(2)

Without limiting the generality of the foregoing, the obligations of any Guarantor incorporated in Sweden, in its capacity as a Guarantor under this Article Twelve (each a "Swedish Guarantor"), under this Indenture shall be limited if, but only to the extent, required by the provisions of the Swedish Companies Act (Sw: Aktiebolagslagen (1975:1385)) in force from time to time regulating (i) unlawful financial assistance and other prohibited loans and guarantees (Chapter 12, Section 7 (or any successor provision) and (ii) distribution of assets (Chapter 12, Section 2 (or any successor provision) and, provided that all actions available to such Swedish Guarantor and its shareholders to authorize its Guarantee obligations hereunder have been taken, taking into account also any other security granted or guarantee or both given by such Swedish Guarantor in connection with this Indenture and the Notes which are subject to a corresponding limitation; and the liability of such Swedish Guarantor under this Indenture applies only to the extent permitted by the above referenced provisions of the Swedish Companies Act.

(3)

Without limiting the generality of the foregoing, the obligations of any Guarantor incorporated in Finland, in its capacity as a Guarantor under this Article Twelve (each a "Finnish Guarantor"), under this Indenture shall be limited if, but only to the extent, required by Chapter 12, Section 7 (or any successor provision) of the Finnish Companies Act (Fi: Osakeyhtiölaki (1978:734) in force from time to time regulating unlawful financial assistance and other prohibited loans and guarantees and distribution of assets; and the liability of such Finnish Guarantor under this Indenture applies only to the extent permitted by the above referenced provisions of the Finnish Companies Act.

(4)

Without limiting the generality of the foregoing, the obligations of any Guarantor incorporated in Norway, in its capacity as a Guarantor under this Article Twelve (each a "Norwegian Guarantor"), under this Indenture shall be limited if, but only to the extent, required by Chapter 8, Section 8-7, c.f. Section 1-4, Sub-section 2 (or any successor provisions) of the Norwegian Limited Companies Act (Norwegian: Lov om aksjeselskaper av 13. juni 1997 nr. 44) in force from time to time regulating unlawful financial assistance and other prohibited loans and guarantees; and the liability of such Norwegian Guarantor under this Indenture applies only to the extent permitted by the above referenced provisions of the Norwegian Limited Companies Act.

1203. Successors and Assigns

        This Article Twelve shall be binding upon each Guarantor and its successors and assigns and shall ensure to the benefit of the successors and assigns of the Trustee, the Holders and the Security Trustee and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Security Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes and Security Documents shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

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1204. No Waiver

        Neither a failure nor a delay on the part of either the Trustee, the Holders or the Security Trustee in exercising any right, power or privilege under this Article Twelve shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee, the Holders and the Security Trustee herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article Twelve at law, in equity, by statute or otherwise.

1205. Modification

        No modification, amendment or waiver of any provision of this Article Twelve nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

1206. Release of Guarantors

        The Guarantee of each Guarantor which is a Subsidiary (and of any other Guarantor which is a Subsidiary of such Guarantor) will be deemed released from all obligations under this Article Twelve without any further action required on the part of the Trustee, any Holder or the Security Trustee: (a) upon the irrevocable payment in full in cash of all Obligations under the Notes and this Indenture in accordance with the provisions provided therefor in this Indenture; (b) in the event that all the Share Capital of such Guarantor is sold or otherwise disposed of to a Person or Persons that are not Affiliates of the Company, provided that (i) no Default or Event of Default shall have occurred and be continuing or would occur as a result or such sale or disposition, (ii) such sale or disposition complies with the provisions of Section 1014 and immediately following the consummation of such sale or disposition such Guarantor is no longer a Restricted Subsidiary, (iii) such Guarantor is simultaneously released from its obligations in respect of all other Indebtedness of the Company and all indebtedness of all other Restricted Subsidiaries of the Company and (iv) the proceeds from such sale or disposition are used for purposes otherwise permitted or required by this Indenture; (c) in the event such Guarantee was issued after the Issue Date pursuant to the requirements of Section 1017, upon the release or discharge (other than as a result of the payment thereof) of such Guarantee or the security granted by such Guarantor that resulted in the issuance of the Guarantee pursuant to such covenant; (d) upon Legal Defeasance or Covenant Defeasance; or (e) upon designation by the Company of such Guarantor as an Unrestricted Subsidiary. The Trustee shall, at the sole cost and expense of the Company, and upon receipt at the request of the Trustee of an Opinion of Counsel that the provisions of this Section 1206 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a Company Order accompanied by an Officers' Certificate certifying as to compliance with this Section 1206.

        Upon any release of such Note Guarantee as contemplated above, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rule of such Stock Exchange shall so require, such Stock Exchange will be notified, notice will be published in a newspaper having general circulation in Luxembourg and a supplemental offering circular meeting the requirements of such Stock Exchange will be filed with such Stock Exchange to disclose such release.

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1207. Severability

        In case any provision of the Guarantees shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

1301. Company's Option to Effect Defeasance or Covenant Defeasance

        The Company may at its option by Board Resolution, at any time, elect to have either Section 1302 or Section 1303 applied to the Outstanding Notes upon compliance with the conditions set forth below in this Article Thirteen.

1302. Defeasance and Discharge

        Upon the Company's exercise of the option provided in Section 1301 applicable to this Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:

(1)

the rights of Holders of such Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest (including Special Interest, if any) on such Notes when such payments are due;

(2)

the Company's obligations with respect to such Notes under Sections 304, 305, 306, 1002 and 1003;

(3)

the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith; and

(4)

this Article Thirteen.

        Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303.

1303. Covenant Defeasance

        Upon the Company's exercise of the option provided in Section 1301 applicable to this Section:

(1)

the Company shall be released from its obligations under Sections 1005 through 1018, inclusive, Sections 1024 and 1025, Section 801(2) and (3), and Section 802(2); and

(2)

the occurrence of an event specified in Sections 501(3), 501(4) (with respect to Section 801(2) and (3) and Section 802(2)), 501(5) (with respect to any of Sections 1005 through 1018, inclusive, Section 1024 or Section 1025), shall not be deemed to be an Event of Default on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance").

        For this purpose, such covenant defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or Clause, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Clause or by reason of any reference in any such Section or Clause to any other provision herein or in any other document, but the remainder of this Indenture and such Notes shall be unaffected thereby.

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1304. Conditions to Defeasance or Covenant Defeasance

        The following shall be the conditions to application of either Section 1302 or Section 1303 to the then Outstanding Notes:

(1)

The Company must irrevocably deposit with the Trustee, in trust for the benefit of the Holders of the Notes, cash in euros, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest, Special Interest, if any, and Additional Amounts, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)

In the case of an election under Section 1302, the Company shall have delivered to the Trustee, in form and substance satisfactory to the Trustee:

(a)

an Opinion of U.S. Counsel and an Opinion of Swedish Counsel stating that

(i)

the Company has received from, or there has been published by, the United States Internal Revenue Service and the Skattemyndigheten (the Swedish Tax Authority) a ruling or;

(ii)

since the date of this Indenture there has been a change in the applicable income tax law,

in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for United States Federal or Swedish income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States Federal or Swedish income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and

(b)

an Opinion of U.S. Counsel, in the event the defeasance trust is governed by U.S. law, or Swedish Counsel, in the event the defeasance trust is governed by Swedish law, to the effect that, under the laws in the United States or Sweden, as the case may be, in effect at the time of such deposit, payments made from the defeasance trust would not require the payment of Additional Amounts if the provisions of Section 1018 above were applicable to such payments.

(3)

In the case of an election under Section 1303, the Company shall have delivered to the Trustee, in form and substance satisfactory to the Trustee:

(a)

an Opinion of U.S. Counsel and an Opinion of Swedish Counsel (which may be based upon ruling from the applicable tax authority) to the effect that the Holders of the Outstanding Notes will not recognize income, gain or loss for United States Federal or Swedish income tax or other tax purposes as a result of such deposit and covenant defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and

(b)

an Opinion of U.S. and Swedish Counsel to the effect that, under the respective laws in the U.S. and Sweden in effect at the time of such deposit, payments made from the defeasance trust would not require the payment of Additional Amounts if the provisions of Section 1018 above were applicable to such payments.

(4)

The Company shall have delivered to the Trustee an Officer's Certificate to the effect that the Notes if then listed on any securities exchange, will not be delisted as a result of such deposit.

(5)

Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act with respect to any securities of the Company.

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(6)

No Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or, insofar as subsections 501(9) is concerned, at any time during the period ending three months after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(7)

Such defeasance or covenant defeasance shall not result in a material breach or violation of, or constitute a material default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound.

(8)

The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, in form and substance satisfactory to the Trustee, each stating that all conditions precedent provided for relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with.

(9)

The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such defeasance or covenant defeasance shall not result in the trust arising from such deposit to be subject to regulation as an investment company under the United States Investment Company Act of 1940, as amended, or such trust shall be qualified under such act.

(10)

The Company must have delivered to the Trustee an Opinion of Counsel to the effect that after three months following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.

(11)

The Company must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others.

(12)

The Company must deliver to the Trustee such other document or other information as the Trustee may reasonably require in connection herewith.

1305. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions

        Subject to the provisions of the last paragraph of Section 1003, all euros and Swedish Government Euro Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in respect of the Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the euros and the Swedish Government Euro Obligations deposited with the Trustee pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.

        Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any euros or Swedish Government Euro Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,

99

are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

1306. Reinstatement

        If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1302 or 1303; provided, however, that if the Company makes any payment of principal of (and premium, if any) or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or the Paying Agent.

1307. Release of Guarantors

        If the Company effects defeasance or covenant defeasance in accordance with the terms of this Article Thirteen, each Guarantor shall be released from all its obligations with respect to its Note Guarantee and the Security Documents.

ARTICLE FOURTEEN

SECURITY DOCUMENTS

1401. Collateral and Security Documents

(1)

To secure the full and punctual payment when due and the full and punctual performance of the Obligations of the Company and the Guarantors under this Indenture and the Notes, the Security Trustee, the Trustee are authorized and directed to enter into the Security Trustee Agreement and the other Security Documents, and are authorized to enter into additional Security Documents. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Security Trustee holds the Collateral on its own behalf and in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed to have agreed to (i) the appointment of the Security Trustee under the Security Trustee Agreement, (ii) all the terms and provisions of the Security Documents (including, without limitation, the provisions providing for the enforcement, foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture.

(2)

The Trustee and each Holder, by accepting a Note, shall be deemed to have agreed that the Security Trustee and its officers, directors, employees, agents, custodians, attorneys-in-fact and affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Security Documents, this Indenture or the Notes (except for its or such Person's liability for its own or such Person's own gross negligence or wilful misconduct) or (ii) responsible or liable in any manner to the Trustee or any Holder for (a) any recitals, statements, representations or warranties made by the Company, a Guarantor or any officer thereof contained in any Security Document, the Indenture or the Notes or in any certificate, report, statement or other document referred to or provided for in, or received by, the Security Trustee under or in connection with this Agreement, any Security Document, the Indenture or the Notes, (b) the legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents, (c) any failure of the Company or any Guarantor to perform its obligations thereunder, (d) the existence, genuineness, value or protection of any Collateral securing the Notes, or (e) the creation, perfection, priority, sufficiency or protection of any of the Liens, or for any defect or deficiency as to any such matters, or for any failure to

100

demand, collect, foreclose or realize upon or otherwise enforce any of the Security Documents or any Liens thereunder or any delay in doing so. The Security Trustee shall not be under any obligation to the Trustee or the Holders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Security Documents, the Indenture or the Notes.

(3)

Each Holder shall also be deemed to authorize and direct the Trustee, who shall in turn be authorized to instruct and direct the Security Trustee, with respect to each of the Security Documents to which it is a party, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith.

(4)

Each Holder, the Company and each Guarantor acknowledge and agree (i) that the Security Documents do, and may, provide benefits to the Trustee and the Security Trustee and secure obligations owed to the Trustee and the Security Trustee pursuant to the Security Documents and (ii) that the Security Trustee shall hold the Collateral for the benefit of the Security Trustee as well as for the benefit of the Holders and the Trustee.

(5)

The Company shall deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Security Trustee the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein and therein expressed, and to maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents. The Company and the Guarantors shall take, upon the written request of the Security Trustee or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company and the Guarantors under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Security Trustee for itself and for the benefit of the Trustee and the Holders.

(6)

The Company and the Guarantors shall at all times comply with the provisions of section 314(b) of the Trust Indenture Act as then in effect.

1402. Possession, Use and Release of Collateral

(1)

Each Holder, by accepting a Note, consents and agrees to the provisions of the Security Documents governing the possession, use and release of Collateral. Without limiting the generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Indenture and the Security Documents.

(2)

Without limiting the provisions of clause (1) of this Section 1402, and subject to the provisions of each Security Document applicable to such Collateral, unless a Default or an Event of Default has occurred and is continuing, in the event of any request being made of the Trustee or the Security Trustee to release any portion of the Collateral which is the subject of an Asset Sale from the Liens created under the Security Documents (such Collateral to be released being the "Released Interest"), the Trustee shall be authorized to direct the Security Trustee to consent to such request and release such Released Interest (and for the avoidance of doubt, the Security Trustee shall be

101

authorized, in turn, to give such consent and release such Released Interest), subject to compliance with the condition that the Company deliver to the Trustee the following:

(a)

a notice from the Company requesting the release of the Released Interest:



(i)

describing the proposed Released Interest;



(ii)

stating that the release of such Released Interest will not interfere with the Security Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and



(iii)

in the event that any assets other than cash comprise a portion of the consideration received in such Asset Sale, specifically describing such assets;



(b)

an Officers' Certificate stating that:



(i)

such Asset Sale (i) does not include the sale of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture with respect to Asset Sales;



(ii)

all Net Cash Proceeds from the sale of the Released Interest will be applied pursuant to the provisions of Section 1014;



(iii)

there is no Default in effect or continuing on the date thereof or on the date of such Asset Sale;



(iv)

the release of the Collateral will not result in a Default or an Event of Default;



(v)

the sale of, or an agreement to sell, such Released Interest, is in connection with a bona fide sale to a Person that is not an Affiliate of the Company; and



(vi)

all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with;



(c)

a description of the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee or the Security Trustee pursuant to this Indenture;



(d)

all documentation necessary or reasonably requested by the Trustee to grant to the Security Trustee a security interest in and Lien on all assets (other than cash) comprising the consideration received in such Asset Sale, if any; and



(e)

all documentation required by the Trust Indenture Act (including without limitation section 314(d) thereof) prior to the release of Collateral by the Trustee or the Security Trustee.

If any conflict or inconsistency exists between this Clause (2) and any applicable Security Document, the applicable Security Document shall govern.

(3)

Without limiting the provisions of clause (1) of this Section 1402, and subject to the provisions of each Security Document applicable to such Collateral, in the event of any request being made of the Trustee or the Security Trustee to release any portion of the Collateral comprised of a bus or buses which has or have become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company and its Restricted Subsidiaries (such bus or buses to be released being the "Surplus Buses") to permit a sale of such Surplus Buses, the Trustee shall be authorized to direct the Security Trustee to consent to such request and release such Surplus Buses (and for the avoidance of doubt, the Security Trustee shall be authorized, in turn, to give such consent and release such Surplus Buses), subject to compliance with the condition that the Company deliver to the Trustee the following:

(a)

a notice from the Company requesting the release of the Surplus Buses; and

102

(b)

an Officers' Certificate stating that:



(i)

such sale of Surplus Buses (i) is not an Asset Sale and (ii) otherwise complies with the terms and conditions of this Indenture with respect to such sale;



(ii)

there is no Default in effect or continuing on the date thereof or on the date of such sale;



(iii)

no Event of Default will occur as a result of the actions contemplated by or reasonably related to the requested consent, including under Section 1004; and



(iv)

confirming that such sale is made for consideration which represents the fair market value of such Surplus Buses.

If any conflict or inconsistency exists between this Clause (3) and any applicable Security Document, the applicable Security Document shall govern.

(4)

In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company's or any Guarantor's obligations with respect thereto or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument, and the Trustee's response or action is not otherwise specifically contemplated under this Indenture, then, in each such event, the Trustee shall, within ten Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 512 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i) and (ii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Notes; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance (the expenses of which shall be reimbursed to the Trustee by the Company). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 512.

(5)

To the extent applicable, the Company and the Guarantors shall comply (or cause compliance) with section 313(b) of the Trust Indenture Act, relating to reports, and section 314(d) of the Trust Indenture Act, relating to the release of property or securities from the Lien and security interest of this Indenture and the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of this Indenture and the Security Documents. Any certificate or opinion required by section 314(d) of the Trust Indenture Act may be made by an Officer of the Company or a Guarantor, as applicable, except in cases where such section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Security Trustee in the exercise of reasonable care. Neither the Trustee nor the Security Trustee shall have any duty to confirm the legality or validity of such documents.

1403. Suits To Protect the Collateral

        Subject to the provisions of the Security Documents, the Trustee and the Security Trustee shall have power to institute and to maintain such suits and proceedings as either of them may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Security Trustee, in their sole discretion, may deem expedient to preserve or protect their interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair any Lien on any Collateral or be prejudicial to the interests of the Holders, the Trustee or the Security Trustee).

103

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

CONCORDIA BUS NORDIC AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:	Risk Management and Treasury Officer
The initial Guarantors:
CONCORDIA BUS NORDIC HOLDING AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title

104

SWEBUS AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
SWEBUS BUSCO AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
SWEBUS EXPRESS BUS AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
INTERBUS AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
INGENIØR M.O. SCHØYENS BILCENTRALER AS
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
CONCORDIA BUS FINLAND OY AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
SWEBUS FASTIGHETER AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
ALPUS AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:

105

MALMFÄLTENS OMNIBUS AB
By:	/s/  GEORG KERVEL
Name:	Georg Kervel
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	/s/  RODNEY GAUGHAN
Name:	Rodney Gaughan
Title	Assistant Vice President
By:	/s/  WANDA CAMACHO
Name:	Wanda Camacho
Title:	Vice President

106

SCHEDULE 1

SECURITY DOCUMENTS

1.

Share Pledge Agreement between Holding and the Security Trustee dated 22 January 2004, in respect of shares of the Company.

2.

First Priority Share Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of shares of Swebus BusCo AB, Swebus Express Bus AB, Swebus Fastigheter AB, Interbus AB and Swebus AB.

3.

Share Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of shares of Concordia Bus Finland Oy AB.

4.

Share Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of shares of Ingeniør M.O. Schøyens Bilcentraler AS.

5.

Intragroup Loan Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of the Busco Promissory Note and the Swebus Promissory Note.

6.

Share Pledge Agreement between Swebus Fastigheter AB and the Security Trustee dated 22 January 2004, in respect of shares of Alpus AB, Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB.

7.

First Ranking Pledge of Floating Charge between Alpus AB and the Security Trustee dated 22 January 2004.

8.

First Ranking Pledge of Floating Charge between Enköping-Bålsta Fastighetsbolag AB and the Security Trustee dated 22 January 2004.

9.

First Ranking Pledge of Floating Charge between Malmfältens Omnibus AB and the Security Trustee dated 22 January 2004.

10.

First Ranking Pledge of Floating Charge between Swebus AB and the Security Trustee dated 22 January 2004.

11.

Second Ranking Pledge of Floating Charge between Swebus AB and the Company dated 22 January 2004.

12.

First Ranking Pledge of Buses Agreement between Swebus BusCo AB and the Security Trustee dated 22 January 2004.

13.

Second Ranking Pledge of Buses Agreement between Swebus BusCo AB and the Company dated 22 January 2004.

14.

Account Pledge Agreement between Ingeniør M.O. Schøyens Bilcentraler AS and the Security Trustee dated 22 January 2004.

15.

Declaration of Pledge between Ingeniør M.O. Schøyens Bilcentraler AS and the Security Trustee dated 22 January 2004.

16.

Pledge of Floating Charge between Concordia Bus Finland Oy AB and the Security Trustee dated 22 January 2004 in respect of bearer notes.

S-1

ANNEX A

FORM OF REGULATION S CERTIFICATE

(For transfers pursuant to § 305(b)(i), (iii), (iv) and (v) of this Indenture)

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 10005

[
	]

Attn: Corporate Trust and Agency Services

Re:

9.125% Senior Secured Notes due August 1, 2009 of Concordia Bus Nordic AB (publ) (the "Notes")

        Reference is made to the Indenture, dated January 22, 2004 (the "Indenture"), between Concordia Bus Nordic AB (publ), (the "Company") and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein as so defined.

        This certificate relates to €            principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"):

COMMON CODE No(s).

ISIN No(s).

CERTIFICATE No(s).

        The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so or (iii) it is the Holder of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

        The Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of a Regulation S Note. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 904 of Regulation S or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies or has certified as follows:

(1)

Rule 904 Transfers

        If the transfer is being effected in accordance with Rule 904 of Regulation S:

(A)

the Owner is not a distributor of the Notes, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;

A-1

(B)

the offer of the Specified Notes was not made to a person in the United States or for the account or benefit of a U.S. Person;



(C)

either:



(i)

at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or



(ii)

the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the International Securities Market Association or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;



(D)

no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;



(E)

if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Notes, and the transfer is to occur during the Distribution Compliance Period, then the requirements of Rule 904(c)(1) have been satisfied; and



(F)

the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

(2)

Rule 144 Transfers

        If the transfer is being effected pursuant to Rule 144:

(A)

the transfer is occurring after [            ], and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or



(B)

the transfer is occurring after [            ], and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	By:
		Name: Title:
	(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

A-2

ANNEX B

FORM OF RESTRICTED NOTES CERTIFICATE

(For transfers pursuant to § 305(b)(ii), (iii), (iv) and (v) of this Indenture)

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 10005

[
	]

Attn: Corporate Trust and Agency Services

Re:

9.125% Senior Secured Notes due August 1, 2009 of Concordia Bus Nordic AB (publ) (the "Notes")

        Reference is made to the Indenture, dated January 22, 2004 (the "Indenture"), between Concordia Bus Nordic AB (publ) (the "Company") and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined.

        This certificate relates to €            principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"):

COMMON CODE No(s).

ISIN No(s).

CERTIFICATE No(s).

        The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so or (iii) it is the Holder of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

        The Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies or has certified that:

(1)

Rule 144A Transfers

        If the transfer is being effected in accordance with Rule 144A:

(A)

the Specified Notes are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of

B-1

Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and

(B)

the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer.

(2)

Rule 144 Transfers

        If the transfer is being effected pursuant to Rule 144:

(A)

the transfer is occurring after [                        ], and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or



(B)

the transfer is occurring after [                        ], and the Owner is not, and during the preceding three months has not been, an affiliate of the Company.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	By:
		Name: Title:
	(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

B-2

ANNEX C

FORM OF UNRESTRICTED NOTES CERTIFICATE

(For removal of Securities Act legends pursuant to § 305(c))

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 10005

[
	]

Attn: Corporate Trust and Agency Services

Re:

9.125% Senior Secured Notes due August 1, 2009 of Concordia Bus Nordic AB (publ) (the "Notes")

        Reference is made to the Indenture, dated January 22, 2004 (the "Indenture"), between Concordia Bus Nordic AB (publ) (the "Company") and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined.

        This certificate relates to €                        principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"):

COMMON CODE No(s).

ISIN No(s).

CERTIFICATE No(s).

        The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so or (iii) it is the Holder of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner.

        The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities Act legend pursuant to Section 305(c) of this Indenture. In connection with such exchange, the Owner hereby certifies or has certified that the exchange is occurring after February 7, 2002, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges or has acknowledged that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United States and other jurisdictions.

C-1

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	By:
		Name: Title:
	(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

C-2

ANNEX D

Concordia Bus Nordic AB (publ)

The Euroclear System
1 Boulevard du Roi Albert II
B-1210 Brussels

Clearstream Banking S.A.
3-5 Place Winston Churchill
L-2964 Luxembourg

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 10005

[
	]

Attn: Corporate Trust and Agency Services

Re:

11% Senior Secured Notes due August 1, 2009

Ladies and Gentlemen:

        Reference is hereby made to the Indenture dated January 22, 2009 (the "Indenture") between Concordia Bus Nordic AB (publ) and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used and not defined herein shall have the meanings given them in the Indenture.

        This letter relates to €            principal amount of Notes represented by the Regulation S Global Note. We hereby certify that the offering of the Notes closed on February 7, 2000 and therefore, the distribution compliance period (as defined in Regulation S) with respect to the offer and sale of the Notes will terminate on     •    .

Concordia Bus Nordic AB
By:
	Name: Title:

D-1

Reconciliation and tie between the Trust Indenture Act
of 1939 and this Indenture, dated as of July 19, 1999

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	609
(a)(2)	609
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	608
	610
§ 311(a)	613
(b)	613
§ 312(a)	701
	702(a)
(b)	702(b)
(c)	702(c)
§ 313(a)	703(a)
(b)	703(a)
(c)	703(a)
(d)	703(b)
§ 314(a)	704
(b)	Not Applicable
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	102
§ 315(a)	601
(b)	602
(c)	601
(d)	601
(e)	514
§ 316(a)	101
(a)(1)(A)	502
(a)(1)(B)	513
(a)(2)	Not Applicable
(b)	508
§ 317(a)(1)	503
(a)(2)	504
(b)	1003
§ 318(a)	107

TABLE OF CONTENTS

101.	DEFINITIONS	1
102.	COMPLIANCE CERTIFICATES AND OPINIONS	24
103.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	24
104.	ACTS OF HOLDERS; RECORD DATE	25
105.	NOTICES, ETC., TO TRUSTEE AND COMPANY	26
106.	NOTICE TO HOLDERS; WAIVER	26
107.	TRUST INDENTURE ACT CONTROLS	26
108.	EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS	27
109.	SUCCESSORS AND ASSIGNS	27
110.	SEVERABILITY CLAUSE	27
111.	BENEFITS OF INDENTURE	27
112.	GOVERNING LAW	27
113.	LEGAL HOLIDAYS	27
114.	AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES	28
115.	CONVERSION OF CURRENCY	29
116.	CURRENCY EQUIVALENT	29
201.	FORMS GENERALLY	29
202.	FORM OF FACE OF GLOBAL NOTE	30
203.	FORM OF FACE OF CERTIFICATED NOTE	32
204.	FORM OF REVERSE OF NOTE	35
205.	FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION	40
301.	TITLE AND TERMS	41
302.	DENOMINATIONS	42
303.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	42
304.	TEMPORARY NOTES	43
305.	TRANSFER AND EXCHANGE	43
306.	MUTILATED, DESTROYED, LOST AND STOLEN NOTES	48
307.	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	48
308.	PERSONS DEEMED OWNERS	49
309.	CANCELLATION	49
310.	COMPUTATION OF INTEREST	50
311.	COMMON CODE/ISIN NUMBERS	50
312.	PRESCRIPTION	50
401.	SATISFACTION AND DISCHARGE OF INDENTURE	50
402.	APPLICATION OF TRUST MONEY	51
501.	EVENTS OF DEFAULT	51
502.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	53
503.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	54
504.	TRUSTEE MAY FILE PROOFS OF CLAIM	55
505.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES	55
506.	APPLICATION OF MONEY COLLECTED	55
507.	LIMITATION ON SUITS	56
508.	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	56
509.	RESTORATION OF RIGHTS AND REMEDIES	56
510.	RIGHTS AND REMEDIES CUMULATIVE	56
511.	DELAY OR OMISSION NOT WAIVER	57
512.	CONTROL BY HOLDERS	57
513.	WAIVER OF PAST DEFAULTS	57

514.	UNDERTAKING FOR COSTS	57
515.	WAIVER OF STAY OR EXTENSION LAWS	58
601.	CERTAIN DUTIES AND RESPONSIBILITIES	58
602.	NOTICE OF DEFAULTS	58
603.	CERTAIN RIGHTS OF TRUSTEE	59
604.	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES	60
605.	MAY HOLD NOTES	60
606.	MONEY HELD IN TRUST	60
607.	COMPENSATION AND REIMBURSEMENT	60
608.	DISQUALIFICATION; CONFLICTING INTERESTS	61
609.	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	61
610.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	61
611.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	62
612.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	63
613.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	63
614.	APPOINTMENT OF AUTHENTICATING AGENT	63
615.	TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY	64
701.	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	65
702.	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	65
703.	REPORTS BY TRUSTEE	65
704.	OFFICER'S CERTIFICATE WITH RESPECT TO CHANGE IN INTEREST RATES	65
801.	COMPANY AND GUARANTORS MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS	66
802.	SUCCESSOR SUBSTITUTED	68
901.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	68
902.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	69
903.	EXECUTION OF SUPPLEMENTAL INDENTURES	70
904.	EFFECT OF SUPPLEMENTAL INDENTURES	70
905.	CONFORMITY WITH TRUST INDENTURE ACT	70
906.	REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES	70
1001.	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	71
1002.	MAINTENANCE OF OFFICE OR AGENCY	71
1003.	MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST	71
1004.	EXISTENCE	72
1005.	MAINTENANCE OF PROPERTIES	72
1006.	PAYMENT OF TAXES AND OTHER CLAIMS	73
1007.	MAINTENANCE OF INSURANCE	73
1008.	LIMITATION ON INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED SHARE CAPITAL AND PREFERRED SHARES	73
1009.	LIMITATION ON RESTRICTED PAYMENTS	76
1010.	LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES	78
1011.	LIMITATION ON LIENS	79
1012.	LIMITATION ON SALE AND LEASEBACK TRANSACTIONS	79
1013.	LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS	80
1014.	LIMITATION ON CERTAIN ASSET SALES	81
1015.	CHANGE OF CONTROL	82
1016.	LIMITATION ON SALES AND ISSUANCES OF EQUITY INTERESTS IN RESTRICTED SUBSIDIARIES	84
1017.	LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS	84
1018.	ADDITIONAL AMOUNTS	85
1019.	PROVISION OF FINANCIAL INFORMATION	88
1020.	STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES	88
1021.	WAIVER OF CERTAIN COVENANTS	89

1022.	DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES	89
1023.	PAYMENTS FOR CONSENT	89
1024.	PERMITTED ACTIVITIES AND AMENDMENT OF SECURITY DOCUMENTS	90
1025.	ADVANCES TO SUBSIDIARIES	90
1101.	RIGHT OF REDEMPTION	90
1102.	APPLICABILITY OF ARTICLE	90
1103.	ELECTION TO REDEEM; NOTICE TO TRUSTEE	90
1104.	SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED	91
1105.	NOTICE OF REDEMPTION	91
1106.	DEPOSIT OF REDEMPTION PRICE	92
1107.	NOTES PAYABLE ON REDEMPTION DATE	92
1108.	NOTES REDEEMED IN PART	92
1201.	GUARANTEE	92
1202.	LIMITATION ON LIABILITY	95
1203.	SUCCESSORS AND ASSIGNS	95
1204.	NO WAIVER	96
1205.	MODIFICATION	96
1206.	RELEASE OF GUARANTORS	96
1207.	SEVERABILITY	97
1301.	COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	97
1302.	DEFEASANCE AND DISCHARGE	97
1303.	COVENANT DEFEASANCE	97
1304.	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	98
1305.	DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS	99
1306.	REINSTATEMENT	100
1401.	COLLATERAL AND SECURITY DOCUMENTS	100
1402.	POSSESSION, USE AND RELEASE OF COLLATERAL	101
1403.	SUITS TO PROTECT THE COLLATERAL	103

CONFORMED COPY

Dated January 22, 2004

CONCORDIA BUS NORDIC AB (publ)
(the "Company")

and

the Guarantors party hereto

to

DEUTSCHE BANK TRUST COMPANY AMERICAS
(the "Trustee")

INDENTURE

9.125% Senior Secured Notes due August 1, 2009

ALLEN & OVERY
New York
13117-00803 NY:131591.4

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Exhibit 4.3

Concordia Bus Nordic AB (publ)

9.125% Senior Secured Notes due August 1, 2009

Exchange and Registration Rights Agreement

        January 16, 2004

Goldman Sachs International
J.P. Morgan Securities Ltd.
    as representatives of the several
    Purchasers named in Schedule I
    to the Purchase Agreement referred to below,
c/o Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB

Ladies and Gentlemen:

        Concordia Bus Nordic AB, a company incorporated under the laws of the Kingdom of Sweden (the "Company"), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 9.125% Senior Secured Notes due August 1, 2009, which notes are to be guaranteed by the Company's direct parent company, Concordia Bus Nordic Holding AB ("Holding"), and by all of the Company's operating subsidiaries (the "Subsidiary Guarantors" and, together with Holding, the "Guarantors").

        As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors, jointly and severally, agree with the Purchasers for their benefit and the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

        1.    Certain Definitions.    For purposes of this Agreement, the following terms shall have the following respective meanings:

"Base Interest" shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

        The term "broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act.

"Closing Date" shall mean the date on which the Securities are initially issued.

"Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

"Effective Time," in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

        "Electing Holder" shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

"Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Registration" shall have the meaning assigned thereto in Section 3(c) hereof.

"Exchange Registration Statement" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Securities" shall have the meaning assigned thereto in Section 2(a) hereof.

        The term "holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

"Indenture" shall mean the Indenture, to be dated the date hereof, between the Company, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee, as the same shall be amended from time to time.

        "Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

        The term "person" shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

"Purchase Agreement" shall mean the Purchase Agreement, dated as of January 16, 2004, between the Purchasers, the Company and the Guarantors relating to the Securities.

"Purchasers" shall mean the Purchasers named in Schedule I to the Purchase Agreement.

"Registrable Securities" shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

"Registration Default" shall have the meaning assigned thereto in Section 2(c) hereof.

"Registration Expenses" shall have the meaning assigned thereto in Section 4 hereof.

"Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof.

"Restricted Holder" shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder's business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

2

"Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

"Securities" shall mean, collectively, the 9.125% Senior Secured Notes due August 1, 2009 of the Company to be issued and sold to the Purchasers pursuant to the Purchase Agreement, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantees provided for in the Indenture (the "Guarantees") and, unless the context otherwise requires, any reference herein to a "Security," an "Exchange Security" or a "Registrable Security" shall include a reference to the related Guarantees.

"Securities Act" shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

"Shelf Registration" shall have the meaning assigned thereto in Section 2(b) hereof.

"Shelf Registration Statement" shall have the meaning assigned thereto in Section 2(b) hereof.

"Special Interest" shall have the meaning assigned thereto in Section 2(c) hereof.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

        Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

        2.    Registration Under the Securities Act.    

        (a)   Except as set forth in Section 2(b) below, the Company agrees to use its best efforts to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and related guarantees (and are entitled to the benefits of a trust indenture which is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees to use its best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer

3

and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

        (b)   If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 225 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than 30 days after the time such obligation to file arises, a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the "Shelf Registration" and such registration statement, the "Shelf Registration Statement"). The Company agrees to use its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

        (c)   In the event that (i) the Company has not filed the Exchange Registration Statement or filed the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the

4

Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period.

        (d)   Each of the Company and the Guarantors shall take, and the Company shall cause each of the Subsidiary Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

        (e)   Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

        3.    Registration Procedures.    

        If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

        (a)   At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act of 1939.

        (b)   In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

        (c)   In connection with the Company's obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the "Exchange Registration"), if applicable, the Company shall, as soon as practicable (or as otherwise specified):

          (i)  prepare and use its best efforts to file with the Commission, as soon as practicable but no later than 120 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 180 days after the Closing Date;

         (ii)  prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable

5

rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

        (iii)  promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company or any Guarantor of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

        (iv)  in the event that the Company would be required, pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

         (v)  use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

        (vi)  use its best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that none of the Company or the Guarantors shall be required

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for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

       (vii)  use its best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

      (viii)  provide an ISIN number for all Exchange Securities not later than the applicable Effective Time;

        (ix)  comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder); and

         (x)  use its best efforts to cause the Exchange Securities to be listed on the Luxembourg Stock Exchange not later than the applicable Effective Time.

        (d)   In connection with the Company's obligations with respect to the Shelf Registration, if applicable, the Company shall, as soon as practicable (or as otherwise specified):

          (i)  prepare and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

         (ii)  not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

        (iii)  after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;

        (iv)  as soon as practicable, prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and

7

regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

         (v)  comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

        (vi)  provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

       (vii)  for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company's principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company and the Guarantors, and cause the respective officers, employees, counsel and independent certified public accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

      (viii)  promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration

8

Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company or any Guarantor of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

        (ix)  use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

         (x)  if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

        (xi)  furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and each of the Company and the Guarantors hereby consents to the use of

9

such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

       (xii)  use best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that none of the Company or the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

      (xiii)  use its best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

      (xiv)  unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

       (xv)  provide an ISIN number for all Registrable Securities not later than the applicable Effective Time;

      (xvi)  enter into one or more underwriting agreements, engagement letters, agency agreements, "best efforts" underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as the Purchaser (as long as it is an Electing Holder) or any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

     (xvii)  whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the

10

placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company and the Guarantors in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Purchaser (as long as it is an Electing Holder) or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of Holding, the Company and its subsidiaries; the qualification of Holding, the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Company or any Guarantor; the absence of a breach by Holding, the Company or any of its subsidiaries of, or a default under, material agreements binding upon Holding, the Company or any subsidiary of the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities, this Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from the documents incorporated by reference therein (in each case other than the financial statements and other financial information contained therein) of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) obtain a "cold comfort" letter or letters from the independent certified public accountants of the Company and the Guarantors addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers' certificates, as may be reasonably requested by

11

any Purchaser (as long as it is an electing Holder) or any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company or any Guarantor; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

    (xviii)  notify in writing each holder of Registrable Securities of any proposal by the Company or any Guarantor to amend or waive any provision of this Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

      (xix)  in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Conduct Rules") of the National Association of Securities Dealers, Inc. ("NASD") or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a "qualified independent underwriter" (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

       (xx)  comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

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        (e)   In the event that the Company would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Electing Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

        (f)    In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder's intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

        (g)   Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

        4.    Registration Expenses.    

        The Company and the Guarantors, jointly and severally, agree to bear and to pay or cause to be paid promptly all expenses incident to the Company's and the Guarantors' performance of or compliance with this Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may

13

designate, including any fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company's and the Guarantors' respective officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company and the Guarantors (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Purchasers, as long as any Purchaser is an Electing Holder, or if no Purchaser is an Electing Holder, by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company or any Guarantor in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company and the Guarantors, jointly and severally, shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

        5.    Representations and Warranties.    

        The Company and the Guarantors, jointly and severally, represent and warrant to, and agree with, each of the Purchasers and each of the holders from time to time of Registrable Securities that:

        (a)   Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each prospectus

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(including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

        (b)   Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

        (c)   The compliance by the Company and the Guarantors with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Holding, the Company or any subsidiary of the Company is a party or by which Holding, the Company or any subsidiary of the Company is bound or to which any of the property or assets of Holding, the Company or any subsidiary of the Company is subject, or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the indenture in respect of the 11% senior subordinated notes due 2010 issued by the Company's indirect parent company, Concordia Bus AB, nor will such action result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws of the Company or any Guarantor or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holding, the Company or any subsidiary of the Company or any of their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company and the Guarantors of the transactions contemplated by this Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities.

        (d)   This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantors.

        6.    Indemnification.    

        (a)    Indemnification by the Company and the Guarantors.    The Company and the Guarantors will, jointly and severally, indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange

15

Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

        (b)    Indemnification by the Holders and any Agents and Underwriters.    The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company and the Guarantors and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the Euro amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

        (c)    Notices of Claims, Etc.    Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified

16

party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

        (d)    Contribution.    If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the Euro amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders' and any underwriters' obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

        (e)   The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or any Guarantor may otherwise have and shall

17

extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or any Guarantor (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or any Guarantor) and to each person, if any, who controls the Company within the meaning of the Securities Act.

        7.    Underwritten Offerings.    

        (a)    Selection of Underwriters.    If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by the Purchaser, as long as any Purchaser is an Electing Holder, or if no Purchaser is an Electing Holder, by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

        (b)    Participation by Holders.    Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

        8.    Rule 144.    

        The Company and the Guarantors, jointly and severally, covenant to the holders of Registrable Securities that to the extent the Company or any Guarantor shall be required to do so under the Exchange Act, the Company or such Guarantor shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder's sale pursuant to Rule 144, the Company and the Guarantors shall deliver to such holder a written statement as to whether they have complied with such requirements.

        9.    Miscellaneous.    

        (a)    No Inconsistent Agreements.    The Company and the Guarantors, jointly and severally, represent, warrant, covenant and agree that each of the Company and the Guarantors has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

        (b)    Specific Performance.    The parties hereto acknowledge that there would be no adequate remedy at law if the Company or any Guarantor fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such

18

holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company and each Guarantor under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction.

        (c)    Notices.    All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company or any Guarantor, to it c/o the Company at Solna Strandvay 78, SE-171 54, Solna, Sweden, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

        (d)    Parties in Interest.    All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

        (e)    Survival.    The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

        (f)    Headings.    The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

        (g)    Entire Agreement; Amendments.    This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company, by the Purchasers and by the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

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        (h)    Inspection.    For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

        (i)    Submission to Jurisdiction; Waivers; etc.    Each party to this Agreement irrevocable (i) agrees that any legal suit, action or proceeding against the Company and the Guarantors or any of them brought by any Purchaser or by any person who controls any Purchaser arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any federal or New York State court sitting in the Borough of Manhattan, City of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantors has appointed CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its authorized agent (the "Authorized Agent") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any such New York court by any Purchaser or by any person who controls any Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company and the Guarantors, jointly and severally, represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or a Guarantor, as the case may be, shall be deemed, in every respect, effective service of process upon the Company or such Guarantor.

        (j)    Judgment Currency.    In respect of any judgment or order given or made for any amount due from the Company or any Guarantor hereunder that is expressed and paid in a currency (the "Judgment Currency") other than United States dollars, the Company and the Guarantors, jointly and severally, will indemnify each of the Purchasers against any loss incurred by such Purchaser as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which such Purchaser is able to purchase United States dollars with the amount of judgment currency actually received by such Purchaser. The foregoing indemnity shall constitute a separate and independent obligation of each of the Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

        (k)Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        (l)    Counterparts.    This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

        (m)    Limitation of Liability of Guarantors.    Any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the liabilities incurred by any Guarantor under this Agreement in respect of the representations, warranties and covenants of the

20

Company and the other Guarantors under this Agreement shall not exceed the maximum amount that can be incurred by such Guarantor in respect thereof without rendering such liability of such Guarantor under this Agreement in respect thereof voidable under applicable law, including stipulations in applicable companies laws regarding prohibited financial assistance in the form of providing security or guarantees for the obligations of a third party and laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        If the foregoing is in accordance with your understanding, please sign and return to us twelve (12) counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Company and the Guarantors.

Very truly yours,

Concordia Bus Nordic AB

By:

Name:

Title:

Swebus AB

By:

Name:

Title:

Swebus Busco AB

By:

Name:

Title:

Swebus Express Bus AB

By:

Name:

Title:

Interbus AB

By:

Name:

Title:

21

Ingeniør M.O. Schøyens Bilcentraler AS

By:

Name:

Title:

Concordia Bus Finland Oy AB

By:

Name:

Title:

Swebus Fastigheter AB

By:

Name:

Title:

Alpus AB

By:

Name:

Title:

Enköping-Bålsta Fastighetsbolag AB

By:

Name:

Title:

Malmfältens Omnibus AB

By:

Name:

Title:

Concordia Bus Nordic Holding AB

By:

Name:

Title:

22

Accepted as of the date hereof on behalf of each of the Purchasers:

Goldman Sachs International

By:

Name:

Title:

J.P. Morgan Securities Ltd.

By:

Name:

Title:

23

Exhibit A

Concordia Bus Nordic AB

INSTRUCTION TO EUROCLEAR AND CLEARSTREAM PARTICIPANTS

(Date of Mailing)

URGENT—IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE]*

Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") has identified you as a Euroclear or Clearstream Participant through which beneficial interests in the Concordia Bus Nordic AB (publ) (the "Company") 9.125% Senior Secured Notes due August 1, 2009 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Concordia Bus Nordic AB (publ) at Solna Strandvay 78, SE-171 54 Solna, Sweden, telephone number 00 46 85 46 30 00.

*Not less than 28 calendar days from date of mailing.

A-1

Concordia Bus Nordic AB

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") between Concordia Bus Nordic AB (publ) (the "Company") and the Purchaser named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form F-1 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 9.125% Senior Secured Notes due August 1, 2009 (the "Securities"). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration Rights Agreement.

2

ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and the Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

3

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c)	Full Legal Name of [Euroclear/Clearstream] Participant (if applicable and if not the same as (b) above) through which Registrable Securities Listed in Item (3) below are Held:
(2)		Address for Notices to Selling Securityholder:
		Telephone:
		Fax:
		Contact Person:
(3)		Beneficial Ownership of Securities:
		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a)	Principal amount of Registrable Securities beneficially owned:
		ISIN No(s). of such Registrable Securities:
	(b)	Principal amount of Securities other than Registrable Securities beneficially owned:
		ISIN No(s). of such other Securities:
	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
		ISIN No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
(4)		Beneficial Ownership of Other Securities of the Company:
		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).
		State any exceptions here:
(5)		Relationships with the Company:
		Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

4

		State any exceptions here:
(6)		Plan of Distribution:
		Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.
		State any exceptions here:
By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.
In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.
By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.
In accordance with the Selling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:
	(i)	To the Company:

5

	(ii)	With a copy to:
Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company's counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.
Dated:
	Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities)
	By:
	Name:
	Title:
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Concordia Bus Nordic AB (publ)
c/o Deutsche Bank Trust Company Americas
60 Wall Street
27^th Floor
New York, New York 10005

Attention: Trust Officer

Re:

Concordia Bus Nordic AB (publ) (the "Company")
9.125% Senior Secured Notes due August 1, 2009

Dear Sirs:

Please be advised that                          has transferred €                               aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form      (File No. 333-        ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

Very truly yours,
	(Name)
By:	(Authorized Signature)

8

QuickLinks

Exhibit 4.3

Concordia Bus Nordic AB (publ) 9.125% Senior Secured Notes due August 1, 2009 Exchange and Registration Rights Agreement

EX-5.1

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Exhibit 5.1

S4931/340                                                           May 28, 2004

Concordia Bus Nordic AB (publ)
Solna Strandväg 78
SE-171 54 Solna
Sweden

Dear Sirs

Concordia Bus Nordic AB (publ)—Registration Statement on Form F-4 in respect of €130 million 9.125% Senior Secured Notes due August 1, 2009

        We have acted as your special United States counsel in connection with the preparation and filing of a registration statement on Form F-4 (the "Registration Statement") under the United States Securities Act of 1933, as amended (the "Securities Act"), in respect of the €130 million 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), a company with limited liability organized under the laws of Sweden (the "Issuer"). The Exchange Notes will be guaranteed by Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB (each a "Guarantor") and will be issued pursuant to an indenture, dated as of January 22, 2004 (the "Indenture"), by and among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee.

        We have examined such certificates, corporate records and other documents, and such matters of law, as we have deemed necessary or appropriate for the purposes of this opinion.

        Upon the basis of such examination, we advise you that, in our opinion:

(a)

the Indenture and the guarantees of the Exchange Notes contained therein represent valid and binding obligations of the Issuer and the Guarantors, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles



(b)

when (i) the Registration Statement has become effective under the Securities Act and (ii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and issued and delivered as contemplated in the Registration Statement, they will constitute valid and legally binding obligations of the Issuer, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and



(c)

the information concerning United States federal income taxation under the heading "United States Federal Tax Considerations" in the Registration Statement, to the extent that it constitutes matters of law or legal conclusions with respect thereto, is correct in all material respects.

        In connection with our opinions stated above under (a) and (b), we note that, as of the date of this opinion, a judgment for money in an action based on the Exchange Notes obtained in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the conversion of another currency or currency unit into United States dollars will depend upon various factors, including which court renders the judgment. In particular (a) under Article 2, Section 27 of the New York Judiciary law, a state court in the State of New York rendering a judgment on the Exchange Notes would be required to render such judgment in the currency or currency unit in which the Exchange Notes are denominated and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment; and (b) a United States federal court in the State of New York may award judgment in United States dollars and we express no opinion as to the rate of exchange such court would apply.

        The opinion stated above under (c) represents our conclusions as to the application of the federal income tax laws of the United States existing as of the date of this letter in connection with the transactions contemplated in the Registration Statement, and we can give no assurance that legislative enactments, administrative changes or court decisions may not be forthcoming that would modify or supersede our opinion. In addition, there can be no assurance that positions contrary to our opinion will not be taken by the Internal Revenue Service, or that a court considering the issues would not hold contrary to such opinion. Further, the opinion set forth above represents our conclusions based upon the documents, facts and accuracy of the assumptions and representations referred to above. Any material amendments to such documents, changes in any significant facts or inaccuracy of such assumptions or representations could affect the opinion referred to herein.

        The foregoing opinions are limited to the laws of the State of New York and the federal laws of the United States and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Swedish law, we note that you have been provided with and are relying on the opinion dated the date hereof of Advokatfirman Lindahl HB, which is acting as Swedish legal advisor to the Issuer.

        In addition, with respect to the foregoing opinions we have relied as to certain matters on information obtained from officers of the Issuer and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, an assumption that we have not independently verified.

        We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the prospectus contained therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Clifford Chance Limited Liability Partnership

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Exhibit 5.1

EX-5.2

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Exhibit 5.2

Concordia Bus Nordic AB (publ)
Solna Strandväg 78
SE-171 54 Solna
Sweden

28 May, 2004

Dear Sirs,

        We have acted as your special Swedish counsel in connection with the registration under the United States Securities Act of 1933 (the "Securities Act") of EUR 130,000,000 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes") of Concordia Bus Nordic AB (publ), a company with limited liability organised under the laws of Sweden (the "Issuer"). The Exchange Notes will be issued pursuant to an indenture, dated as of January 22, 2004 (the "Indenture"), by and among the Issuer and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and a registration statement on Form F-4 (the "Registration Statement") will be filed with the U.S. Securities and Exchange Commission.

        We have examined such certificates, corporate records and other documents, and such matters of law, as we have deemed necessary or appropriate for the purposes of this opinion.

        Upon the basis of such examination, we advise you that, in our opinion:

(a)

the Indenture (including the guarantees of the Exchange Notes contained therein) has been duly authorised, executed and delivered by each of the Issuer and each Guarantor and—assuming that the Indenture constitutes a valid and legally binding instrument under the laws of the State of New York—represents a valid and binding obligation of each of the Issuer and each Guarantor;



(b)

when (i) the Registration Statement has become effective under the Securities Act and (ii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and issued and delivered as contemplated in the Registration Statement, they will—assuming that the Exchange Notes constitute valid and legally binding obligations under the laws of the State of New York—constitute valid and legally binding obligations of the Issuer; and



(c)

the statements set forth in the Registration Statement under the caption "Swedish Tax Considerations" under the heading "Certain Tax Considerations", insofar as they purport to describe the provisions of Swedish law as referred to therein, are accurate, fair and not misleading.

        The foregoing opinion is subject to the following limitations, qualifications and reservations:

(a)

anything contained in this opinion is subject to all limitations resulting from bankruptcy, insolvency, liquidation, reorganisation and similar laws affecting the rights of creditors generally;



(b)

pursuant to the Swedish Contracts Act (Sw: lag om avtal och andra rättshandlingar på förmögenhetsrättens område (1915:218)), the terms of an agreement may be modified or set aside by a court to the extent that such terms are deemed to create unreasonable results even if the circumstances giving rise thereto have arisen after the agreement was entered into;



(c)

the availability of equitable remedies, including but not limited to injunction and specific performance, is restricted under Swedish law and is at the discretion of the court;



(d)

Swedish courts may award judgments in currencies other than Swedish Kronor, but the judgment debtor has the right to pay the judgment debt, even though denominated in a foreign currency, in Swedish Kronor at the rate of exchange prevailing at the date of payment; the obligation to pay a debt denominated in a foreign currency can be enforced only in Swedish Kronor at the rate of exchange prevailing at the date of enforcement; choice of currency provisions may not under Swedish law constitute a right to refuse payment in Swedish Kronor;

(e)

the enforcement of the rights of a party under an agreement may be limited by general time bar provisions or the doctrine of laches (i.e. the failure to promptly assert a claim);



(f)

the taking of proceedings in other jurisdictions may preclude the taking of simultaneous proceedings in Sweden, if the claims and the parties, respectively, in the proceedings are substantially identical;



(g)

provisions in the documents specifying that provisions thereof may only be amended or waived in writing may not be enforceable to the extent that an oral agreement or an agreement implied by trade practice or course of conduct has been created modifying provisions of the documents;



(h)

provisions in the documents to the effect that one party may terminate an agreement or otherwise act to the detriment of another party in the case of a bankruptcy of such other party could be considered contrary to the Swedish Bankruptcy Act (Sw: konkurslagen (1987:672)) and are unenforceable to the extent they are found to be so and similar principles could be applied under the Companies Reorganization Act (Sw. lagen om företagsrekonstruktioner (1996:764));



(i)

it is not established by law or court precedent that a power of attorney can be made irrevocable and it is therefore submitted that all powers of attorney contained in the documents can be revoked and that they will terminate by operation of the Swedish Companies Act (Sw: aktiebolagslagen (1975:1385)) after one year or in a bankruptcy situation by operation of the Swedish Bankruptcy Act without notice of the party giving such powers; if a power of attorney is revoked or not renewed in violation of the terms of an agreement, such revocation or non-renewal may give rise to a claim for damages;



(j)

when enforcing the security created by an assignment, mortgage, pledge or other agreement the party enforcing such security, including its agents and any receiver appointed by him, is under a fiduciary duty to protect the interests of the party which has provided the security; the duty includes an obligation to notify such party of any sale of the collateral and to account for the proceeds of such sale (after having first applied any such proceeds to satisfying any obligations owed to the secured party); provisions in the Swedish Contracts Act prevent the enforcing party from foreclosing the security by taking over ownership of the collateral without accounting for the value thereof;



(k)

the right to recover damages may be limited to the extent the aggrieved party could have avoided damages by reasonable efforts;



(l)

where any party is vested with a discretion or may determine a matter in its opinion, Swedish law may require that such discretion is exercised in good faith or that such opinion is based on reasonable grounds;



(m)

a provision that a certain determination is conclusive and binding will not prevent judicial enquiry into the merits of any claim by the aggrieved party;



(n)

anything contained in this opinion is subject to any limitation on enforceability resulting from violation of, or conflict with, "ordre public" or public policy; and



(o)

we do not express any opinion as to the right or possibility of any person other than the Security Trustee to claim any of the rights to which the Security Trustee is the beneficiary.

        The opinion expressed herein is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matters in connection with the Agreements.

        This opinion is limited to matters of Swedish law as presently in force without regard to any provision of law of any other jurisdictions which could have an implication on the matters referred to

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herein, and no opinion is expressed or should be read as extending by implication or otherwise as to the laws of any other jurisdiction.

        This opinion is rendered in the Kingdom of Sweden and shall be, and is given on the condition that it shall be, governed by and construed in accordance with Swedish law.

        In addition, with respect to the foregoing opinion we have relied as to certain matters or information obtained from officers of the Issuer and other sources believed by us to be reliable, and we have assumed that the Indenture has been duly authorised, executed and delivered by the Trustee, an assumption that we have not independently verified.

        This opinion is addressed to the addressee for its own use and benefit and for the use of its legal advisers. It may not be relied upon by any person or entity other than the addressee set out above or for any purpose other than in connection with the transactions contemplated by the Agreements and it is not to be furnished, used, circulated, quoted or otherwise referred to any other person, firm, corporation or governmental agency for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the prospectus contained therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

        We assume no obligation to advise the addressee of any changes in the foregoing subsequent to the date set forth in the beginning of this opinion and this opinion speaks only as of that date and is based on the facts and circumstances as of that date.

Yours faithfully,

ADVOKATFIRMAN LINDAHL KB

Carl-Olof Bouveng Petra Hedengran

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Exhibit 5.2

EX-10.1

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Exhibit 10.1

Concordia Bus Nordic AB (publ)

9.125% Senior Secured Notes due August 1, 2009

Purchase Agreement

January 16, 2004

Goldman Sachs International and
J.P. Morgan Securities Ltd.
    as representatives of the several
    Purchasers named in Schedule I hereto,
c/o Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB

Ladies and Gentlemen:

        Concordia Bus Nordic AB (publ), a corporation incorporated under the laws of Sweden (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of €130,000,000 principal amount of the Senior Secured Notes specified above (the "Securities").

        The Securities will be (i) guaranteed by the Company's direct parent company as of the Time of Delivery, Concordia Bus Nordic Holding AB ("Holding"), and by all of the Company's subsidiaries party hereto, which represent all of the Company's operating subsidiaries (the "Subsidiary Guarantors" and, together with Holding, the "Guarantors") and (ii) secured on a first-priority basis by a pledge by Holding of all of the shares in the Company, a pledge by the Company of all of the shares in its operating subsidiaries, certain other security, including a pledge by Swebus Busco AB of all of the buses it owns and a pledge by Swebus AB of a floating charge over its assets, and a pledge by the Company of certain secured intercompany loans to Swebus AB and Swebus Busco AB, in each case pursuant to pledges and other security documents in favor of Deutsche Trustee Company Limited as security trustee (the "Security Trustee"). Such pledges and other security documents are hereinafter referred to as the "Security Documents".

        The net proceeds from the issuance and sale of the Securities, together with cash on hand, will be used by the Company to repay in full all amounts owing as of the Time of Delivery (as defined below) under the Company's term loan facility and revolving credit facility and overdraft facility. Upon such repayment such facilities will be terminated.

        1.     Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, each of the Purchasers that:

        (a)   A preliminary offering circular, dated January 8, 2004 (the "Preliminary Offering Circular") and an offering circular, dated January 16, 2004 (the "Offering Circular"), in each case including the United States supplement thereto, have been prepared in connection with the offering of the Securities. Any reference to the Preliminary Offering Circular or the Offering Circular shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 5(g)) furnished by the Company prior to the completion of the distribution of the Securities. The Preliminary Offering Circular and the Offering Circular and any amendments or supplements thereto did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the

Purchasers expressly for use therein, it being understood and agreed that the only such information furnished to the Company by the Purchasers is that described in Section 8(b) hereof;

        (b)   Neither Holding, the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements of the Company included in the Offering Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular; and, since the respective dates as of which information is given in the Offering Circular, there has not been any change in the capital stock or long-term debt of Holding, the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of Holding, the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Offering Circular;

        (c)   Each of the Company and the Guarantors has good and marketable title in fee simple to all real property and good and marketable title to all material personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by Holding, the Company and its subsidiaries; and any material real property and buildings, and any buses and other vehicles, held under lease by the Company and its subsidiaries are held by each of them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such real property and buildings and buses and other vehicles by the Company and its subsidiaries;

        (d)   Each of the Company and the Guarantors subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Circular, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each of the Company and the Guarantors is not in liquidation (Sw. likvidation) or bankruptcy (Sw. konkurs) nor subject to business reorganisation (Sw. företagsrekonstruktion) and no steps have been taken or are being taken to wind up (Sw. likvidera) the Company or any Guarantor;

        (e)   The Company has an authorized capitalization as set forth in the Offering Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the Company is a direct wholly owned subsidiary of Concordia Bus AB and, as of the Time of Delivery, will be a direct wholly owned subsidiary of Holding, and, as of the Time of Delivery, except for the shares of the Company, Holding will not directly or indirectly own any shares or other equity securities or other equity interests in any firm, partnership, joint venture or other entity; the subsidiaries of the Company party hereto include all of the Company's operating subsidiaries, and all of the issued shares of capital stock of such subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and the only other subsidiaries of the Company (other than the subsidiaries party hereto) are those set forth in the Offering Circular and each such other subsidiary is dormant, has no operations and conducts no business, and has no material properties or assets;

        (f)    There are no restrictions on subsequent transfers of the Securities under the laws of Sweden;

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        (g)   Each of the Company and the Guarantors has all requisite corporate power and authority to enter into this Agreement; and this Agreement has been duly and validly authorized, executed and delivered by the Company and each of the Guarantors;

        (h)   The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits provided by the indenture to be dated January 22, 2004 (the "Indenture") between the Company, the Guarantors), as guarantors, and Deutsche Bank Trust Company Americas as trustee (the "Trustee") under which they are to be issued, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether enforcement is sought in a proceeding in equity or at law); the Indenture (i) has been duly authorized and, when executed and delivered by the Company and the Guarantors, will have been duly executed and delivered and (assuming due authorization, execution and delivery thereof by the Trustee) will constitute valid and legally binding obligations of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether enforcement is sought in a proceeding in equity or at law), and (ii) complies as to form in all material respects with the requirements of the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the United States Securities and Exchange Commission (the "Commission") applicable to an indenture which is qualified thereunder; the Registration Rights Agreement (as defined below) has been duly authorized and, when executed and delivered by the Company and the Guarantors, will be validly executed and delivered and (assuming due authorization, execution and delivery thereof by the Purchasers) will constitute a valid and legally binding obligation of the Company and the Guarantors, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether enforcement is sought in a proceeding in equity or at law); each of the Security Documents has been duly authorized and, when executed and delivered, will have been duly executed and delivered by the Company or the respective Guarantor party thereto and will constitute valid and legally binding obligations of the Company or such Guarantor, as the case may be, enforceable against such party in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether enforcement is sought in a proceeding in equity or at law); and the Indenture, the Securities, the Registration Rights Agreement, and the Security Documents each will conform, in all material respects, to the respective descriptions thereof in the Offering Circular and the Indenture, the Securities and the Security Documents will be in the form previously delivered to the Purchasers or, in the case of the Registration Rights Agreement, in the form attached hereto as Annex II;

        (i)    The securities (the "Exchange Securities") to be offered and exchanged in an exchange offer (the "Exchange Offer") for the Securities pursuant to the exchange and registration rights agreement to be entered into by the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement") have been duly authorized and, when issued and delivered pursuant to the Exchange Offer, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits provided by the Indenture subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether enforcement is sought in a proceeding in equity or at law);

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        (j)    None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation by Holding, the Company or any of its subsidiaries, or to the Company's knowledge, by anyone else of Section 7 of the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System of the United States;

        (k)   Each of the Company and the Guarantors is a "foreign issuer" as defined in Rule 902 under the Act; and there is no "substantial U.S. market interest" in the debt securities of the Company or any of the Guarantors within the meaning of Rule 903(c)(1) under the Act;

        (l)    The issue and sale of the Securities and the Exchange Securities, the use of the proceeds therefrom in the manner contemplated in the Offering Circular, and the execution, delivery and performance of, and the compliance by the Company and the Guarantors with all of the provisions of, the Securities, the Registration Rights Agreement, the Indenture, the Security Documents and this Agreement, and the consummation of the transactions herein and therein contemplated will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the indenture in respect of the 11% senior subordinated notes due 2010 (the "Senior Subordinated Notes Indenture") issued by Concordia Bus AB; (ii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, charge, deed of trust, loan agreement, guarantee, lease or other agreement or instrument to which Holding, the Company or any of its subsidiaries is a party or by which Holding, the Company or any of its subsidiaries is bound or to which any of the properties or assets of Holding, the Company or any of its subsidiaries is subject; (iii) result in any violation of the provisions of the constitutive documents of Holding, the Company or any of its subsidiaries or any statute; (iv) result in any violation of any order, rule or regulation of any court, central bank, stock exchange or governmental or quasi-governmental agency or body ("Governmental Agency") having jurisdiction over Holding, the Company or any of its subsidiaries or any of their properties; (v) result in the imposition or creation of (or the obligation to create or impose) a lien under any agreement or instrument (other than pursuant to the terms of the Indenture and the Security Documents) to which Holding, the Company or any of its subsidiaries is a party or by which Holding, the Company or any of its subsidiaries or their respective property is bound; (vi) result in the suspension, termination or revocation of any governmental authorization, approval, consent or license ("Governmental Authorization") of or with any Governmental Agency held or previously obtained by or on behalf of Holding, the Company or any of its subsidiaries; or (vii) require any Governmental Authorizations, except such Governmental Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers, and except in the case of the Exchange Securities, for the filing of a registration statement by the Company and the Guarantors with the Commission pursuant to the Act pursuant to the Registration Rights Agreement;

        (m)  Neither Holding, the Company nor any of its subsidiaries is in violation of its constitutive documents or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, charge, deed of trust, loan agreement, guarantee, lease or other material agreement or instrument to which it is a party or by which it or any of its properties may be bound; and Concordia Bus AB is not in violation of its constitutive documents or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture (including, without limitation, the Senior Subordinated Notes Indenture), mortgage, charge, deed of trust, loan agreement, guarantee, lease or other material agreement or instrument to which it is a party or by which it or any of its properties may be bound;

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        (n)   The statements set forth in the Offering Circular under the captions "Description of Notes" insofar as they purport to constitute a summary of the terms of the Securities and the Indenture and the Security Documents, under the caption "Certain Tax Considerations", and under the captions, "Description of Other Material Indebtedness", "Exchange and Registration Rights Agreement", and "Underwriting" insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; and the information set forth in the Offering Circular under the heading "Annex A—Summary of Material Differences Between Swedish GAAP and US GAAP" includes a fair summary, in all material respects, of the differences between accounting principles generally accepted in the United States and accounting principles generally accepted in Sweden as identified therein;

        (o)   Other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which Holding, the Company or any of its subsidiaries is a party or of which any property of Holding, the Company or any of its subsidiaries is the subject which, if determined adversely to Holding, the Company or any of its subsidiaries would individually or in the aggregate have a material adverse effect on the current or future financial position, business prospects, shareholders' equity or results of operations of Holding, the Company and its subsidiaries taken as a whole; and, to the best of the Company's and each Guarantor's knowledge, no such proceedings are threatened or contemplated by Governmental Authorities or threatened by others;

        (p)   No Governmental Authorization is required to effect payments of principal, premium, if any, and interest, special interest and additional amounts on the Securities and on the Exchange Securities;

        (q)   All interest and other distributions on the Securities and the Exchange Securities may, under the current laws and regulations of Sweden, Norway and Finland (each, a "Relevant Jurisdiction"), be paid in Euros and all such interest and other distributions on the Securities and the Exchange Securities will not be subject to withholding or other taxes under the laws and regulations of any Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein and are otherwise free and clear of any other tax, withholding or deduction in each Relevant Jurisdiction, provided that payment is not made to a resident or legal entity of, or permanent establishment in, any Relevant Jurisdiction;

        (r)   No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Purchasers (provided such Purchasers are not acting, or deemed to be acting, through a permanent establishment in any Relevant Jurisdiction) to any Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein in connection with (A) the initial issuance, sale and delivery by the Company and the Guarantors of the Securities to or for the account of the Purchasers, (B) the sale and delivery by the Purchasers of the Securities to subsequent purchasers thereof, as contemplated hereby, and (C) the execution, delivery and performance of the Securities, the Exchange Securities, the Indenture, the Security Documents, the Registration Rights Agreement or this Agreement;

        (s)   Holding, the Company and each of its subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders and other concessions of and from all Governmental Agencies that are necessary to own or lease their other properties and conduct their businesses as described in the Offering Circular other than for such exceptions as would not have a material adverse effect on the general affairs, management, financial position, shareholders' equity or results of operations of Holding, the Company and its subsidiaries;

        (t)    Neither Holding, the Company nor any of its subsidiaries has taken, directly or indirectly, any action which was designed to or which has constituted or which might reasonably be expected

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to cause or result in stabilization or manipulation of the price of any security of the Company or any Guarantor;

        (u)   When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A under the Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

        (v)   None of the Company or the Guarantors is, and after giving effect to the offering and sale of the Securities, none of the Company or the Guarantors will be an "investment company" or be required to register as an "investment company", as such term is defined in the United States Investment Company Act of 1940, as amended (the "Investment Company Act");

        (w)  Neither the Company, nor any affiliate of the Company, nor any person (other than the Purchasers) acting on its or their behalf has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside the United States (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Act, and the Company, and each affiliate of the Company, and each person (other than the Purchasers) acting on its or their behalf, has complied with and will implement the "offering restrictions" within the meaning of Rule 903 under the Act;

        (x)   Neither the Company, nor any affiliate of the Company nor any person (other than the Purchasers) acting on its or their behalf has offered or sold the Securities in contravention of securities laws in Sweden;

        (y)   Neither the Company, nor any affiliate of the Company, nor any other person acting on behalf of the Company or any affiliate of the Company has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company or any Guarantor, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by the Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act;

        (z)   No "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act has indicated to the Company or any Guarantor that it is considering (i) the downgrading, suspension or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating assigned to the Company or any Guarantor or any securities of the Company or of any Guarantor or to Concordia Bus AB or any securities of Concordia Bus AB or (ii) any change in the outlook for any rating of the Company or any Guarantor or of any of its or their securities or of Concordia Bus AB or any of its securities;

        (aa) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

        (bb) Deloitte & Touche AB, who have certified certain financial statements of the Company and its subsidiaries are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

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        (cc) The audited and unaudited consolidated financial statements of the Company and its subsidiaries contained in the Offering Circular and the Preliminary Offering Circular (i) present and presented fairly and accurately the financial position of the Company and its subsidiaries at their respective dates and the results of the operations of the Company and its subsidiaries for the periods covered thereby, (ii) have been (save insofar as may be expressly stated therein) prepared in accordance with accounting principles generally accepted in Sweden and pursuant to the relevant laws of Sweden in force at the time of preparation of such financial statements and which have been consistently applied and (ii) to the best of the Company's and each Guarantor's knowledge after due inquiry, comply as to form in all material respects with the applicable requirements of Regulation S-X promulgated under the Exchange Act;

        (dd) To the best of the Company's and each Guarantor's knowledge after due inquiry, the pro forma financial information (including the notes thereto) relating to the Company and its subsidiaries included in the Offering Circular and the Preliminary Offering Circular (i) comply as to form in all material respects with the applicable requirements of Regulation S-X promulgated under the Exchange Act, (ii) have been prepared in accordance with the Commission's rules and guidelines, and (iii) have been correctly computed on the basis described therein; the assumptions used in the preparation of the pro forma financial information included in the Offering Circular and the Preliminary Offering Circular are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein;

        (ee) The claims of the holders of the Securities will rank at least pari passu with the claims of all other unsubordinated unsecured creditors of the Company, present and future (except for such claims which may be mandatorily preferred from time to time under applicable Swedish laws, and except as expressly set forth in the Offering Circular); and the claims of the holders of the Securities under the guarantees in respect thereto will, except as expressly set forth in the Offering Circular, rank at least pari passu with the claims of all other unsubordinated unsecured creditors of the respective Guarantors thereunder, present and future (except for such claims which may be mandatorily preferred from time to time under applicable laws);

        (ff)  Other than the holders of the Securities pursuant to the Registration Rights Agreement, no holder of any security of the Company or any Guarantor has or will have any right to require the registration of such security by virtue of any transactions contemplated by this Agreement or the Registration Rights Agreement;

        (gg) Holding, the Company and its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks which they believe are adequate for the conduct of their respective businesses and the value of their respective properties;

        (hh) Holding, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, rights in a registered design, design rights, database rights, copyrights and licenses (in each case, whether or not registered and including applications for the same) necessary for the conduct of their respective businesses and have no reason to believe that the conduct of their respective businesses as now being conducted and as described in the Offering Circular will conflict with, and have not received any notice of any claim of conflict with, any such rights of others;

        (ii)   Except as described in the Offering Circular, no relationship, direct or indirect, exists between or among the Company and any Guarantor on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company and any Guarantor on the other hand, which, if Item 404 of Regulation S-K of the Act were applicable, would be required to be described in the Offering Circular which is not so described;

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        (jj)   No labor disturbance by the employees of Holding, the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent which might reasonably be expected to have a material adverse effect on the current or future financial position, business prospects, shareholders' equity or results of operations of Holding, the Company and its subsidiaries;

        (kk) Each of Holding, the Company and its subsidiaries has filed all material tax returns required to be filed through the date hereof and have paid all taxes due thereon, and no tax deficiency has been determined adversely to Holding, the Company or any of its subsidiaries which has had, nor does the Company or any Guarantor have any knowledge of any tax deficiency which, if determined adversely to Holding, the Company or any of its subsidiaries could reasonably be expected to have, a material adverse effect on the current or future financial position, business prospects, shareholders' equity or results of operations of Holding, the Company and its subsidiaries;

        (ll)   Since the date as of which information is given in the Preliminary Offering Circular through the date hereof, and except as may otherwise be disclosed in the Offering Circular, neither Holding, the Company nor any of its subsidiaries has (i) issued or granted any securities, (ii) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business, (iii) entered into any material transaction not in the ordinary course of business or (iv) declared or paid any dividend on its capital stock;

        (mm) Neither Holding, the Company nor any of its subsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf of Holding, the Company or any of its subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, pay off, influence payment, kickback or other unlawful payment; and no part of the proceeds from the sale of the Securities will be used, directly or indirectly, for any payment of a kind described above in this clause (mm);

        (nn) Neither the sale of the Securities by the Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, neither Holding, the Company nor any of its subsidiaries (a) is or will become a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such person. Each of Holding, the Company and its subsidiaries is in compliance, in all material respects, with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001; and

        (oo) Except as described in the Offering Circular, there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by Holding, the Company or any of its subsidiaries (or, to the knowledge of the Company and the Guarantors, as applicable, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by Holding, the Company or any of its subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit except for any

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violation or remedial action which would not have, or could not be reasonably likely to have, singularly or in the aggregate with all such violations and remedial actions, a material adverse effect on the current or future financial position, business prospects, shareholders' equity or results of operations of Holding, the Company and its subsidiaries.

        2.     Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.375% of the principal amount thereof, plus accrued interest from January 22, 2004, if any, to the Time of Delivery (as defined below) hereunder, the respective principal amounts of the Securities set forth opposite the names of the several Purchasers in Schedule I hereto.

        3.     Upon the authorization by the Purchasers of the release of the Securities, the several Purchasers propose to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and each Purchaser hereby, severally and not jointly, represents and warrants to and agrees with the Company that:

        (a)   It will offer and sell the Securities only to: (i) persons who it reasonably believes are "qualified institutional buyers" within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A and (ii) persons outside the United States, upon the terms and conditions set forth in Annex I to this Agreement;

        (b)   It is an institutional "accredited investor" within the meaning of Rule 501 under the Act; and

        (c)   It will not offer or sell the Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act; and

        4.     (a) The Securities to be purchased by the Purchasers hereunder will be represented by one or more global Securities in registered form which will be registered in the name of a nominee of, and deposited by or on behalf of the Company with, a common depositary of the Euroclear System ("Euroclear") and Clearstream Banking ("Clearstream") or its designated custodian. The Company will deliver the Securities to the Purchasers, against payment by or on behalf of the Purchasers of the purchase price therefor by certified or official bank check or checks, payable to the order of the Company in same day funds, or wire transfer to an account designated by the Company, by causing Euroclear and Clearstream to credit the Securities to the account of the Purchasers at Euroclear and Clearstream. The Company will cause the certificates representing the Securities to be made available to the Purchasers for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of Euroclear and Clearstream or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:30 a.m., London time, on January 22, 2004 or such other time and date as the Purchasers and the Company may agree upon in writing (the "Time of Delivery").

        (b)   The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities, will be delivered at such time and date at the offices of Allen & Overy in London, England (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 2:00 p.m., London time, on the London Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "London Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in London are generally authorized or obligated by law or executive order to close.

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        5.     The Company and the Guarantors, jointly and severally, agree with each of the Purchasers:

        (a)   To prepare the Preliminary Offering Circular and the Offering Circular in a form approved by the Purchasers; to make no further amendment or any supplement to the Preliminary Offering Circular or the Offering Circular which shall be reasonably disapproved by the Purchasers promptly after reasonable notice thereof; and to furnish the Purchasers with copies thereof in such quantities as the Purchasers may from time to time reasonably request;

        (b)   Promptly from time to time to take such action as the Purchasers may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

        (c)   To furnish the Purchasers with five (5) copies of the Offering Circular and each amendment or supplement thereto signed by an authorized officer of the Company with the independent accountants' report(s) in the Offering Circular, and any amendment or supplement containing amendments to the financial statements covered by such report(s), signed by the accountants, and additional copies thereof in such quantities as the Purchasers may from time to time reasonably request, and if, at any time prior to the expiration of forty (40) days after the date of the Offering Circular or such later date (but not later than nine months from the date of the Offering Circular) as the Purchasers may inform the Company as to the completion of the distribution of the Securities, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Offering Circular, to notify the Purchasers and upon the Purchasers' request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many written and electronic copies as the Purchasers may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such compliance;

        (d)   During the period beginning from the date hereof and continuing to the date six months after the Time of Delivery not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities (other than the Exchange Securities) without the Purchasers' prior written consent;

        (e)   Not to be or become, at any time prior to the expiration of three years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

        (f)    To comply with the reporting obligations provided for in section 1019 of the Indenture;

        (g)   To furnish, at any time when the Company is not exempt from registration under Section 12(b) of the Exchange Act nor subject to Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, at the Company's expense, upon request, to holders of Securities and prospective purchasers of securities information (any such information is referred to herein as the "Additional Issuer Information") satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

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        (h)   To use its best efforts to cause the Securities to be listed on the Luxembourg Stock Exchange and thereafter use its best efforts to maintain such listing;

        (i)    During a period of three years from the date of the Offering Circular, to furnish to the Purchasers copies of all reports or other communications (financial or other) furnished to holders of the Securities, holders of any securities issued under the Senior Subordinated Indenture, or shareholders of the Company, and to deliver to the Purchasers (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which any class of securities of the Company are listed; and (ii) such additional information concerning the business and financial condition of the Company and the Guarantors as any Purchaser may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission);

        (j)    Not to (and to cause its subsidiaries not to) take, directly or indirectly, any action which is designed to or which constitutes or which might reasonably be expected to cause or result in a violation of Regulation M under the Act or any other laws, rules or regulation in any jurisdiction relating to stabilization or manipulation of the price of any security of the Company or any Guarantor to facilitate the sale or resale of the Securities;

        (k)   Prior to the Time of Delivery, to enter into the Registration Rights Agreement in the form attached hereto as Annex II, and to enter into, and to cause each of the Guarantors intended to be party thereto to enter into, as the case may be, each of the Security Documents in the form previously delivered to the Purchasers;

        (l)    During the period of two years after the Time of Delivery, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144 under the Act) to, resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them;

        (m)  To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Offering Circular under the caption "Use of Proceeds";

        (n)   Neither the Company, nor any affiliate of the Company, nor any person (other than the Purchasers) acting on its or their behalf will offer or sell the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Act;

        (o)   The Company, each affiliate of the Company, and each person (other than the Purchasers) acting on its or their behalf has complied with and will comply with the "offering restrictions" within the meaning of Rule 903 under the Act;

        (p)   Not to distribute, or cause to be distributed, any Preliminary Offering Circular or the Offering Circular or any other offering material relating to the Securities in contravention of securities laws in the relevant local jurisdiction; and

        (q)   To pay any amounts due as a result of any value added taxes ("VAT") payable by either of the Purchasers in respect of commissions (whether or not paid as discounts), fees or expenses payable or reimbursable by the Company pursuant to this Agreement.

        6.     The Company covenants and agrees with each of the Purchasers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel (including its U.S., Swedish, Finnish and Norwegian counsels) and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Preliminary Offering Circular and the Offering Circular and any amendments and supplements

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thereto and the mailing and delivering of copies thereof to the Purchasers and to dealers; (ii) the cost of printing or producing this Agreement, the Registration Rights Agreement, the Indenture, the Security Documents, all closing documents (including any compilations thereof) and all other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Purchasers in connection with such qualification; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and the Security Trustee and any agent of the Trustee and/or the Security Trustee and the fees and disbursements of U.S., Swedish, Norwegian and Finnish counsel for the Trustee and for the Security Trustee; (vii) all out-of-pocket expenses (including all costs and expenses incurred in connection with roadshows, and all fees, disbursements and expenses of U.S. and Swedish counsel to the Purchasers) incurred by the Purchasers in connection with the transactions contemplated hereby; (viii) all expenses and taxes arising as a result of the issuance, sale and delivery of the Securities and of the sale and delivery of the Securities by the Purchasers to the initial purchasers thereof in the manner contemplated under this Agreement, including, in any such case, any Swedish income, capital gains, withholding, transfer or other tax asserted against any of the Purchasers by reason of the purchase and sale of the Securities pursuant to this Agreement; (ix) any costs incurred in connection with the listing of the Securities on the Luxembourg Stock Exchange; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Purchasers will pay all of their own costs and expenses, transfer taxes on resale of any of the Securities by them, and any advertising expenses, other than in connection with the road show, connected with any offers they may make.

        7.     The obligations of the Purchasers hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Company and the Guarantors herein are, at and as of the Time of Delivery, true and correct, to the condition that the Company and Guarantors shall have performed all of their respective obligations hereunder theretofore to be performed, and to the following additional conditions:

        (a)   Allen & Overy, U.S. counsel for the Purchasers, shall have furnished to the Purchasers such opinion or opinions, dated the Time of Delivery, with respect to the matters covered in paragraphs (E)-(I) and (O)-(R) of subsection (b) below (but excluding from the foregoing opinions in respect of due authorization) as well as such other related matters as the Purchasers may reasonably request; and Advokatfirman Vinge KB, Swedish counsel for J.P. Morgan Securities Ltd., as a Purchaser, shall have furnished to J.P. Morgan Securities Ltd. such opinion or opinions, dated the Time of Delivery, with respect to the matters covered in paragraphs (E)-(J), (L), (N), (O) and (U)-(Z) of subsection (b) below as well as such other related matters as J.P. Morgan Securities Ltd. may reasonably request; and each such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

        (b)   Clifford Chance, U.S. counsel for the Company, Advokatfirman Lindahl KB, Swedish counsel for the Purchasers and the Company, Advokatfirmaet Haavind Vislie, Norwegian counsel for the Company and the Purchasers, and Hannes Snellman, Attorneys at Law Ltd., Finnish counsel for the Company and the Purchasers, each shall have furnished to the Purchasers their written opinion, dated the Time of Delivery, with respect to, collectively, the matters covered in the paragraphs below, each in form and substance satisfactory to the Purchasers, to the effect that:

        (A)  The Company has been duly incorporated and is validly existing as a corporation under the laws of Sweden with power and authority (corporate and other) to enter into this Agreement, the Indenture, the Registration Rights Agreement and the Security Documents to which it is party, and (with respect to any properties owned) to own its properties and conduct

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its business as described in the Offering Circular and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and the Company is not in liquidation (Sw. likvidation) or bankruptcy (Sw. konkurs) nor subject to business reorganisation (Sw. företagsrekonstruktion) and no steps have been taken or are being taken to wind up (Sw. likvidera) the Company;

        (B)  Holding and each Subsidiary Guarantor has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation, and all of the issued shares of capital stock of each Subsidiary Guarantor has been duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and each of Holding and the Subsidiary Guarantors is not in liquidation (Sw. likvidation) or bankruptcy (Sw. konkurs) nor subject to business reorganisation (Sw. företagsrekonstruktion) and no steps have been taken or are being taken to wind up (Sw. likvidera) Holding or any Subsidiary Guarantor;

        (C)  The Company has an authorized capitalization as set forth in the Offering Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

        (D)  To the best of such counsel's knowledge and other than as set forth in the Offering Circular, there are no legal or governmental proceedings pending to which Holding, the Company or any of its subsidiaries or Concordia Bus AB is a party or of which any property of Holding, the Company or any of its subsidiaries or Concordia Bus AB is the subject which, if determined adversely to Holding, the Company, any of its subsidiaries or Concordia Bus AB, as the case may be, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, business prospects, shareholders' equity or results of operations of Holding, the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

        (E)  This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors;

        (F)  The Securities have been duly authorized and when duly executed by the Company and the Guarantors and, assuming due authentication by the Trustee, upon delivery will have been validly issued and delivered and will constitute valid and legally binding obligations of the Company and the Guarantors enforceable in accordance with their terms and entitled to the benefits provided by the Indenture; and the Securities conform to the description thereof in the Offering Circular;

        (G)  The Indenture has been duly authorized, executed and delivered by the Company and the Guarantors, and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and legally binding instrument, enforceable in accordance with its terms, and subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Indenture conforms to the description thereof in the Offering Circular; and the Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder;

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        (H)  The Exchange Securities have been duly and validly authorized by the Company and the Guarantors and, if and when duly issued, authenticated and delivered in accordance with the Exchange Offer pursuant to the Registration Rights Agreement, will constitute valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with its terms, entitled to the benefits provided by the Indenture; and the Exchange Securities will conform to the descriptions thereof in the Offering Circular;

        (I)   The Registration Rights Agreement has been duly authorized and, when executed by the Company and the Guarantors, will be validly executed and delivered and (assuming the due authorization, execution and delivery thereof by the Purchasers) will constitute valid and legally binding obligations of the Company and the Guarantors enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and, as to rights of indemnification, by principles of public policy;

        (J)   Each of the Security Documents has been duly authorized and, when executed by the Company and the Guarantors, will be validly executed and delivered and (assuming the due authorization, execution and delivery thereof by the Security Trustee, if applicable) will constitute a valid and legally binding obligation of the Company and such Guarantors, as the case may be, enforceable in accordance with their respective terms; and each of the Security Documents creates and perfects, in favor of the Security Trustee for the benefit of the holders of the Securities, as security for the obligations of the Company and the Guarantors under the Securities and the Indenture, the security interests purported to be granted thereunder and such security interests are first priority security interests, free and clear of all liens or encumbrances;

        (K)  The issue and sale of the Securities and the Exchange Securities, the use of the proceeds therefrom in the manner contemplated in the Offering Circular and the compliance by the Company and the Guarantors with all of the provisions of the Securities, the Indenture, the Registration Rights Agreement, the Security Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Senior Subordinated Notes Indenture; (ii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, charge, deed of trust, loan agreement, guarantee, lease or other agreement or instrument known to such counsel to which Holding, the Company or any of its subsidiaries is a party or by which Holding, the Company or any of its subsidiaries is bound or to which any of the property or assets of Holding, the Company or any of its subsidiaries is subject, (iii) result in any violation of the provisions of the constitutive documents of Holding, the Company or any of its subsidiaries or any statute or any order, rule or regulation of any Governmental Agency having jurisdiction over Holding, the Company or any of its subsidiaries or any of their properties; (iv) result in the imposition or creation of (or the obligation to create or impose) a lien under any agreement or instrument (other than pursuant to the terms of the Indenture) to which Holding, the Company or any of its subsidiaries is a party or by which Holding, the Company or any of its subsidiaries or their respective property is bound; (v) result in the suspension, termination or revocation of any Governmental Authorization of or with any Governmental Agency held or previously obtained by or on behalf of Holding, the Company or any of its subsidiaries or Concordia Bus AB; or (vi) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture (including, without limitation, the Senior Subordinated Notes Indenture), mortgage, charge, deed of trust, loan agreement, guarantee, lease or other agreement or instrument

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known to such counsel to which Concordia Bus AB is a party or by which Concordia Bus AB is bound or to which any of the property or assets of Concordia Bus AB is subject;

        (L)  No Governmental Authorization is required for the issue and sale of the Securities or the Exchange Securities or the consummation by the Company or the Guarantors of the transactions contemplated by this Agreement, the Indenture, the Registration Rights Agreement or the Security Documents, except, in the case of the Exchange Securities, for the filing of a registration statement by the Company and the Guarantors with the Commission pursuant to the Act and pursuant to the Registration Rights Agreement and other than as described in the Offering Circular, and except such Government Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers;

        (M) None of Holding, the Company or any of its subsidiaries is in violation of its constitutive documents or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, charge, deed of trust, loan agreement, guarantee, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; and Concordia Bus AB is not in violation of its constitutive documents or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture (including, without limitation, the Senior Subordinated Notes Indenture), mortgage, charge, deed of trust, loan agreement, guarantee, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

        (N)  The claims of the holders of the Securities and the Exchange Securities will rank at least pari passu with the claims of all other unsubordinated secured creditors of the Company, present and future (except for such claims which may be mandatorily preferred from time to time under Swedish insolvency laws); and the claims of the holders of the Securities under the guarantees in respect thereto will at least rank pari passu with the claims of all other unsubordinated secured creditors of the respective Guarantors thereunder, present and future (except for such claims which may be mandatorily preferred from time to time under applicable insolvency laws);

        (O)  The statements set forth in the Offering Circular under the caption "Description of Notes", insofar as they purport to constitute a summary of the terms of the Securities, the Indenture and the Security Documents, under the caption "Certain Tax Considerations", and under the captions, "Description of Other Material Indebtedness", "Exchange and Registration Rights Agreement" and "Underwriting" insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

        (P)   No registration of the Securities under the Act, and no qualification of an indenture under the Trust Indenture Act with respect thereto, is required for the offer and sale of the Securities by the Company to the Purchasers and the initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement;

        (Q)  Under the laws of the State of New York relating to personal jurisdiction, each of the Company and the Guarantors has, pursuant to Section 16 of this Agreement, Section 9(i) of the Registration Rights Agreement, and Section 114 of the Indenture (i) validly and irrevocably submitted to the personal jurisdiction of any state or federal court located in the Borough of Manhattan, The City of New York, New York (each a "New York Court") in any action arising out of or relating to this Agreement, the Registration Rights Agreement, or the Indenture, respectively, or the transactions contemplated hereby or thereby, (ii) validly and irrevocably waived any objection to the venue of a proceeding in any such court, and (iii) validly and irrevocably appointed the Authorized Agent (as defined herein) as its

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authorized agent for the purpose described in Section 16 hereof, Section 9(i) of the Registration Rights Agreement, and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 16 hereof, Section 9(i) of the Registration Rights Agreement, and Section 114 of the Indenture will be effective to confer valid personal jurisdiction over the Company or the Guarantors, as the case may be, with respect to this Agreement, the Registration Rights Agreement and the Indenture, respectively;

        (R)  Such counsel has no reason to believe that the Offering Circular and any further amendments or supplements thereto made by the Company prior to the Time of Delivery (other than the financial statements therein, as to which such counsel need express no opinion) contained as of its date or contains as of the Time of Delivery an untrue statement of a material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

        (S)   Neither the Company nor any of the Guarantors is an "investment company", or required to register as an "investment company", as such term is defined in the Investment Company Act;

        (T)  Holding, the Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Circular or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by Holding, the Company and its subsidiaries; and any real property and buildings, and any buses and other vehicles, held under lease by Holding, the Company or any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings and buses and other vehicles by Holding, the Company or any of its subsidiaries (in giving the opinion in this clause, such counsel may state that no examination of record titles for the purpose of such opinion has been made, and that they are relying upon a general review of the titles of Holding, the Company and its subsidiaries, upon opinions of local counsel and abstracts, reports and policies of title companies rendered or issued at or subsequent to the time of acquisition of such property by Holding, the Company or any of its subsidiaries, as applicable, upon opinions of counsel to the lessors of such property and, in respect of matters of fact, upon certificates of officers of Holding, the Company or its subsidiaries, as the case may be, provided that such counsel shall state that they believe that both the Purchasers and they are justified in relying upon such opinions, abstracts, reports, policies and certificates);

        (U)  No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Purchasers to any Relevant Jurisdiction or to any political subdivision or taxing authority thereof or therein in connection with (A) issuance, sale and delivery by the Company of the Securities to or for the account of the Purchasers or (B) the sale and delivery by the Purchasers of the Securities to the initial purchasers thereof in the manner contemplated herein;

        (V)  The agreement of each of the Company and the Guarantors to the choice of law provisions set forth in Section 19 hereof, in Section 9(k) of the Registration Rights Agreement, and Section 112 of the Indenture, will be recognized by the courts of its jurisdiction of incorporation; each of the Company and the Guarantors can sue and be sued in its own name under the laws of its jurisdiction of incorporation; the irrevocable submission of each of the Company and the Guarantors to the non-exclusive jurisdiction of a New York Court, the waiver by each of the Company and the Guarantors of any objection to the venue

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of a proceeding of a New York Court and the agreement of each of the Company and the Guarantors that this Agreement, the Registration Rights Agreement, and the Indenture shall each be governed by and construed in accordance with the laws of the State of New York are legal, valid and binding, insofar as the laws of the respective jurisdictions of the Company and the Guarantors are concerned; service of process effected in the manner set forth in Section 16 hereof, Section 9(i) of the Registration Rights Agreement and Section 114 of the Indenture each will be effective to confer valid personal jurisdiction over each of the Company and the Guarantors, insofar as the laws of its jurisdiction of incorporation are concerned; and judgment obtained in a New York Court arising out of or in relation to the obligations of the Company and the Guarantors under this Agreement, the Registration Rights Agreement or the Indenture would be enforceable against the Company and the Guarantors, as the case may be, in the courts of their respective jurisdictions of incorporation;

        (W) Neither the Company, nor any of the Guarantors, is entitled to any immunity on the basis of sovereignty or otherwise in respect of its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities or the Security Documents and could not successfully interpose any such immunity as a defense to any suit or action brought or maintained in respect of its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities or the Security Documents and the waiver by each of the Company and the Guarantors of immunity to jurisdiction (including the waiver of sovereign immunity to which the Company or such Guarantor may become entitled subsequent to the date of this Agreement) and immunity to pre-judgment attachment, post-judgment attachment and execution in any suit, action or proceeding against it arising out of or based on this Agreement, the Registration Rights Agreement, the Indenture, the Securities or the Security Documents is a valid and binding obligation of the Company under Swedish law and each of the Guarantors under the laws of the jurisdiction of its organization;

        (X)  The indemnification and contribution provisions set forth in Section 8 hereof and in Section 6 of the Registration Rights Agreement do not contravene the public policy or laws of any Relevant Jurisdiction;

        (Y)  All interest on the Securities to be paid in Euros and all interest and other distributions on the Securities will not be subject to withholding or other taxes under the laws and regulations of any Relevant Jurisdiction and are otherwise free and clear of any other tax, withholding or deduction in each Relevant Jurisdiction and without the necessity of obtaining any Governmental Authorization in any Relevant Jurisdiction; and

        (Z)  No Governmental Authorization or filing with any Governmental Agency is required to effect payments of principal, premium, if any, and interest, special interest and additional amounts on the Securities or under any guarantee of the Guarantors in respect of the Securities;

        (c)   On the date of the Offering Circular prior to the execution of this Agreement and also at the Time of Delivery, Deloitte & Touche AB shall have furnished to the Purchasers a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to the Purchasers, to the effect set forth in Annex III hereto;

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        (d)   (i) None of Holding, the Company or any of its subsidiaries shall have sustained since the date of the latest audited financial statements of the Company included in the Offering Circular any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular, and (ii) since the respective dates as of which information is given in the Offering Circular there shall not have been any change in the capital stock or long-term debt of the Company and its subsidiaries or of Holding or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, business prospects, shareholders' equity or results of operations of Holding, the Company or any of its subsidiaries, otherwise than as set forth or contemplated in the Offering Circular, the effect of which, in any such case described in clause (i) or (ii), is in any of the Purchaser's judgment so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Circular;

        (e)   On or after the date hereof, (i) no downgrading shall have occurred in the rating accorded the Company's debt securities, or Concordia Bus AB's debt securities, by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act and (ii) no such organization has publicly announced or indicated to the Company or any Guarantor that it is considering (i)(A) the downgrading, suspension or withdrawal of, or any review for a possible downgrading of, any rating assigned to the Company or any Guarantor or any securities of the Company or of any Guarantor or assigned to Concordia Bus AB or any securities of Concordia Bus AB or (B) any change in the outlook for any rating of the Company or any Guarantor or of any of its or their securities or of Concordia Bus AB or any of its securities;

        (f)    On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, London Stock Exchange, Luxembourg Stock Exchange, and/or the Stockholm Stock Exchange; (ii) a suspension or material limitation in trading in the Company's or Concordia Bus AB's securities on the Luxembourg Stock Exchange; (iii) a general moratorium on commercial banking activities in New York, London or Sweden declared by the relevant authorities, a general moratorium on banking activities declared by the European Central Bank or a material disruption in commercial banking or securities settlement or clearance services in the United States, the United Kingdom or Sweden, (iv) the imposition of exchange controls by the United States or Sweden; (v) a change or development involving a prospective change in United States, United Kingdom or Swedish taxation affecting the Company, the Securities or the transfer thereof; (vi) the outbreak or escalation of hostilities involving the United States, the United Kingdom or Sweden or the declaration by the United States, the United Kingdom or Sweden of a national emergency or war or (vii) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or controls in the United States, the United Kingdom, Sweden, or elsewhere, if the effect of any such event specified in clause (vi) or (vii) in any of the Purchaser's judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Circular;

        (g)   The Securities have been designated for trading on the Luxembourg Stock Exchange;

        (h)   The Purchasers shall have received a counterpart, conformed as executed, of the Indenture which shall have been entered into by the Company, the Guarantors and the Trustee;

        (i)    The Purchasers shall have received a counterpart, conformed as executed, of each of the Security Documents which shall have been duly executed by the parties thereto, and the security interests created pursuant thereto shall be effective and the Security Trustee shall hold a perfected,

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first-priority security interest in the collateral purported to be created thereunder as of the Time of Delivery;

        (j)    The Company and the Guarantors shall duly have executed the Registration Rights Agreement in the form attached hereto as Annex II and the Purchasers shall have received an original fully executed copy thereof;

        (k)   Each of the Company and the Guarantors shall have furnished or caused to be furnished to the Purchasers at the Time of Delivery certificates of its officers satisfactory to the Purchasers as to the accuracy of its representations and warranties herein at and as of such Time of Delivery, as to the performance by it of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (d) of this Section and as to such other matters as the Purchasers may reasonably request; and

        (l)    Holding shall have become a direct wholly owned subsidiary of Concordia Bus AB and the Company shall have become a direct wholly owned subsidiary of Holding; and all steps necessary to have legally effected such corporate reorganization shall have been taken and the name of Interbus Finans AB shall have been legally changed to Concordia Bus Nordic Holding AB.

        8.     (a) Each of the Company and the Guarantors, jointly and severally, will indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and each of the Company and the Guarantors, jointly and severally, will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable to a particular Purchaser in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Circular or the Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein, it being understood and agreed that the only such information furnished to the Company by the respective Purchasers is that described in clause (b) of this Section 8.

        (b)   Each Purchaser will, severally and not jointly, indemnify and hold harmless the Company and the Guarantors against any losses, claims, damages or liabilities to which the Company and the Guarantors may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular or Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use therein, it being understood and agreed that the only such information furnished to the Company by the respective Purchasers consists of the following information in the Preliminary Offering Circular and in the Offering Circular, in each case under the caption "Underwriting": the Purchasers provided the information described in the second and third sentences of the second paragraph thereof and in the

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first and third sentences of the fourth paragraph thereof; and Goldman Sachs International provided the information described in the first and second sentences of the thirteenth paragraph thereof and in the first sentence of the fifteenth paragraph thereof; and each Purchaser will reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim relating to such Purchaser as such expenses are incurred.

        (c)   Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

        (d)   If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Purchasers on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantors on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Purchasers, in each case as set forth in the Offering Circular. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor on the one hand or the Purchasers on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Guarantors and the Purchasers agree that it would not be just and equitable if contribution pursuant to this

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subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

        (e)   The obligations of the Company and the Guarantors under this Section 8 shall be in addition to any liability which the Company and the Guarantors or any of them may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Purchaser, and each person, if any, who controls any Purchaser within the meaning of the Act; and the obligations of each Purchaser under this Section 8 shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantors and to each person, if any, who controls the Company or a Guarantor within the meaning of the Act.

        9.     (a) If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, each Purchaser may in its discretion arrange for the other Purchasers (the "non-defaulting Purchasers") or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Purchaser the non-defaulting Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Purchasers to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Purchasers notify the Company that the non-defaulting Purchasers have so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Purchasers that it has so arranged for the purchase of such Securities, the non-defaulting Purchasers or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Offering Circular which in the non-defaulting Purchasers' opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

        (b)   If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

        (c)   If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in subsection

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(a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Company, except for the expenses to be borne by the Company and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

        10.   The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors and the several Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Purchaser or any controlling person of any Purchaser, or the Company or any Guarantor or any officer or director or controlling person of the Company or any Guarantor, and shall survive delivery of and payment for the Securities.

        11.   If for any reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company and the Guarantors, jointly and severally, will reimburse the Purchasers for all out-of-pocket expenses approved in writing by them, including fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations for the purchase, sale and delivery of the Securities, but neither the Company nor the Guarantors shall then be under any further liability to any Purchaser except as provided in Sections 6 and 8 hereof.

        12.   The Company confirms that it has been informed of the existence of the informational guidance published by the Financial Services Authority in relation to stabilisation.

        13.   In connection with the distribution of the Securities, Goldman Sachs International may over-allot or effect transactions which support the market price of the Securities and/or any associated securities at a level higher than that which might otherwise prevail, but in doing so Goldman Sachs International shall act as principal and not as agent of the Company. Stabilising, if commenced, may be discontinued at any time. Any loss resulting from over-allotment and stabilisation shall be borne, and any net profit arising therefrom shall be retained, by Goldman Sachs International for its own account.

        14.   All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be delivered or sent to the Purchasers by mail, telex or facsimile transmission c/o Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB, Attention: Special Execution Group, with a copy to J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ, Attention Eric Capp; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Offering Circular, Attention: Secretary, and if to any Guarantor shall be delivered or sent by mail, telex or facsimile transmission to such Guarantor care of the Company at such address of the Company. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

        15.   This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Company and the Guarantors and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company, or the officers and directors of each Purchaser and each person who controls any Purchaser, as the case may be, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from a Purchaser shall be deemed a successor or assign by reason merely of such purchase.

        16.   Each of the Company and the Guarantors irrevocably (i) agrees that any legal suit, action or proceeding against it may be brought by any Purchaser, or by any officer or director or any Purchaser

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or any person who controls any Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantors irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Sweden. Each of the Company and the Guarantors has appointed CT Corporation System, New York, New York, as it authorized agent (the "Authorized Agent") upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Purchaser, or by any officer or director of any Purchaser or any person who controls any Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointments shall be irrevocable. Each of the Company and the Guarantors, jointly and severally, represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or a Guarantor, as the case may be, shall be deemed, in every respect, effective service of process upon the Company or such Guarantor, as the case may be.

        17.   In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the "judgment currency") other than United States dollars, the Company and the Guarantors (if the Company or any Guarantor is the obligor for such amount) will, jointly and severally, indemnify each Purchaser against any loss incurred by such Purchaser as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which such Purchaser is able to purchase United States dollars with the amount of judgment currency actually received by such Purchaser. The foregoing indemnity shall constitute a separate and independent obligation of the Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

        18.   Time shall be of the essence of this Agreement.

        19.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        20.   This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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        If the foregoing is in accordance with your understanding, please sign and return to the Company twelve (12) counterparts hereof, and upon your acceptance hereof, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Company and the Guarantors.

Very truly yours,

Concordia Bus Nordic AB (publ)

By:

Name:

Title:

Swebus AB

By:

Name:

Title:

Swebus Busco AB

By:

Name:

Title:

Swebus Express Bus AB

By:

Name:

Title:

Interbus AB

By:

Name:

Title:

Ingeniør M.O. Schøyens Bilcentraler AS

By:

Name:

Title:

Concordia Bus Finland Oy Ab

By:

Name:

Title:

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Swebus Fastigheter AB

By:

Name:

Title:

Alpus AB

By:

Name:

Title:

Enköping-Bålsta Fastighetsbolag AB

By:

Name:

Title:

Malmfältens Omnibus AB

By:

Name:

Title:

Concordia Bus Nordic Holding AB

By:

Name:

Title:

Accepted as of the date hereof:

Goldman Sachs International

By:

Name:

Title:

J.P. Morgan Securities Ltd.

By:

Name:

Title:

25

SCHEDULE I

Purchaser	Principal Amount of Securities to be Purchased
Goldman Sachs International	€	65,000,000
J.P. Morgan Securities Ltd.	€	65,000,000
Total	€	130,000,000

ANNEX I

        (1)   The Securities have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery, only in accordance with Rule 903 of Regulation S or Rule 144A. Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

        "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S."

Terms used in this paragraph have the meanings given to them by Regulation S.

        Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.

        (2)   Each Purchaser agrees that it will not offer or sell and, prior to the expiry of the period of six months from the closing date, will not offer or sell any of the Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended).

        Each Purchaser agrees that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which section 21 (1) of the FSMA does not apply to the Issuer, and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

        (3)   Each Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. Each Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose.

A-1

ANNEX II

FORM OF REGISTRATION RIGHTS AGREEMENT

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Exhibit 10.1

EX-10.2

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Exhibit 10.2

SECURITY TRUSTEE AGREEMENT

THIS SECURITY TRUSTEE AGREEMENT dated as of January 22, 2004 (this "Agreement") is among (i) Deutsche Trustee Company Limited as security trustee (in such capacity, together with its successors and assigns, the "Security Trustee") for the Holders (as hereinafter defined), (ii) Deutsche Bank Trust Company Americas, as Trustee pursuant to the terms of the Indenture (as defined below) for the Holders (the "Trustee"), for itself and on behalf of the Holders, (iii) Concordia Bus Nordic AB, a company incorporated in Sweden (the "Company"), and (iv) the Guarantors as defined in the Indenture described below.

RECITALS:

        A.    WHEREAS, the Company, the Guarantors and the Trustee have entered into an Indenture (the "Indenture", a form of which is attached) dated as of January 22, 2004, under which the Company issued its 9.125% Senior Secured Notes due August 1, 2009 (the "Notes") which are guaranteed by the Guarantors.

        B.    WHEREAS, in order to secure the obligations of the Company and the Guarantors under the Indenture, and the Notes, the Company and the Guarantors have executed and delivered certain security documents in favor of the Security Trustee for the benefit of the Trustee and the Holders as more particularly set forth in the Indenture (the "Security Documents").

        C.    WHEREAS, the Trustee and the Holders desire that the Security Trustee act on behalf of the Trustee and the Holders regarding the Collateral (as defined in the Indenture) and the parties have entered into this Agreement to further define the rights, duties, authority and responsibilities of the Security Trustee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows:

ARTICLE I
DEFINITIONS; REPRESENTATIONS

1.1   Definitions

        As used in this Agreement, the following terms shall have the meanings assigned to them below. Any capitalized term used herein which is not defined in this Agreement shall have the meaning assigned to it in the Indenture.

"Obligations" shall mean collectively all indebtedness, obligations and liabilities of the Company and the Guarantors to the Trustee, the Holders and/or the Security Trustee under and pursuant to the Indenture, the Notes, this Agreement and/or the Security Documents.

1.2   Representations

        Each party hereto represents and warrants to each other party hereto that: it has all requisite power and authority to enter into this Agreement; this Agreement has been duly and validly authorized, executed and delivered by it; and this Agreement constitutes its valid and legally binding obligation enforceable in accordance with its terms.

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ARTICLE II
APPOINTMENT AND AUTHORIZATION OF SECURITY TRUSTEE

        The Trustee, on its behalf and on behalf of the Holders, designates and appoints the Security Trustee to act as the security trustee for it under this Agreement and in respect of the Collateral under the Security Documents, and the Trustee and each Holder authorizes the Security Trustee, as security trustee acting on behalf of itself and for the Trustee and each Holder, to execute and deliver each of the Security Documents and all other instruments relating to the Collateral and to take such action under the provisions of the Security Documents and all other instruments relating thereto, and to exercise such powers and perform such duties as are expressly delegated to the Security Trustee by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Company and each Guarantor acknowledges and consents to the foregoing designation, appointment and authorization of the Security Trustee by the Trustee. The Trustee and each Holder, and the Company and each Guarantor, acknowledge and agree that the Security Trustee shall hold the Collateral for the benefit of itself, the Holders and the Trustee.

        The Company and each Guarantor acknowledge and agree (i) that the Security Documents do, and may, provide benefits not only to the Holders but also to the Trustee and the Security Trustee and secure obligations owed not only to the Holders but also to the Trustee and the Security Trustee pursuant to the Security Documents and (ii) that the Security Trustee shall hold the Collateral for the benefit of the Security Trustee as well as the Holders and the Trustee.

ARTICLE III
SECURITY TRUSTEE PROVISIONS

3.1   Delegation of Duties

        The Security Trustee may exercise its powers and execute any of its duties under this Agreement and the Security Documents by or through employees, custodians, agents or attorneys-in-fact and shall be entitled to take and to rely on advice of counsel concerning all matters pertaining to such powers and duties. The Security Trustee may utilize the services of such Persons as the Security Trustee in its sole discretion may determine, and all fees and expenses of such Persons shall be borne by the Company and the Guarantors pursuant to the terms of the Security Documents and this Agreement.

3.2   Exculpatory Provisions

        The Security Trustee and its officers, directors, employees, agents, custodians, attorneys-in-fact and affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Security Documents, the Indenture or the Notes (except for its or such Person's liability for its own or such Person's own gross negligence or willful misconduct) or (ii) responsible or liable in any manner to the Trustee or any Holder for (a) any recitals, statements, representations or warranties made by the Company, a Guarantor or any officer thereof contained in any Security Document, the Indenture or the Notes or in any certificate, report, statement or other document referred to or provided for in, or received by, the Security Trustee under or in connection with this Agreement, any Security Document, the Indenture or the Notes, (b) for the legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents, (c) for any failure of the Company or any Guarantor to perform its obligations thereunder, (d) the existence, genuineness, value or protection of any Collateral securing the Notes, or (e) the creation, perfection, priority, sufficiency or protection of any of the Liens, or for any defect of deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. The Security

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Trustee shall not be under any obligation to the Trustee or the Holders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, the Security Documents, the Indenture or the Notes.

3.3   Reliance by Security Trustee

        Except for the gross negligence or willful misconduct of the Security Trustee, the Security Trustee shall be entitled to rely, and shall be fully protected in relying, upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or facsimile message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and (ii) any advice and/or statements of legal counsel (including, without limitation, counsel to the Company or any Guarantor), independent accountants or other experts selected by the Security Trustee; and the Security Trustee shall not be liable to any other person for any action taken or omitted under, in connection with, or pursuant to this Agreement, the Security Documents, the Indenture or the Notes in accordance with any such writing, resolution, notice, consent, certificate, letter, telecopy, telex or facsimile message, statement, order or other document or conversation or any advice or statement of legal counsel, independent accountants or other experts. Notwithstanding any other provision of this Agreement or any Security Document, the Security Trustee (i) shall not take any action in respect of any Collateral or the Trustee's or the Holders' rights or interests therein upon any advice, instruction or direction from the Company or any Guarantor lest it shall have first received advice or concurrence of the Trustee to take such action and, (ii) shall be fully justified in failing or refusing to take action under this Agreement or the Security Documents, and shall suffer no liability for so doing, unless it shall first receive such advice or concurrence of the Trustee, as is contemplated by Article IV hereof and it shall first be indemnified to its reasonable satisfaction by Persons satisfactory to the Security Trustee against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Security Trustee, in all cases, shall be fully protected in acting, or in refraining from acting, under this Agreement and the Security Documents in accordance with Article IV, and any action taken or failure to act pursuant thereto shall be binding upon the Trustee and the Holders. The Security Trustee shall be at liberty to accept as sufficient evidence a certificate signed or purported to be signed on behalf of the Trustee to the effect that any particular dealing, transaction, step or thing is, in the opinion of the Trustee, authorized, requested, suitable or expedient or as to any other fact or matter upon which the Security Trustee may require to be satisfied and the Security Trustee shall be in no way bound to call for further evidence or to be responsible for any loss that may be occasioned by acting on any such certificate.

3.4   Indemnification

        The Company and each Guarantor jointly and severally agree to indemnify the Security Trustee in its capacity as such from and against, and hold it harmless against, any and all liabilities, or the obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Security Trustee in any way relating to or arising out of, in connection with or pursuant to this Agreement, the Security Documents, the Indenture or the Notes in connection with the exercise or performance of any of its powers or duties thereunder, and any loss, liability, expense or claim arising out of its possession or control of the Collateral, provided that neither the Company nor any Guarantor shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Security Trustee's gross negligence or willful misconduct. This Section 3.4 shall survive the termination of this Agreement.

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3.5   Deduction from Proceeds

        The Security Trustee shall be entitled to deduct all amounts owing to it pursuant to this Agreement, the Security Documents, the Indenture or the Notes or any other indemnification provision granted to it pursuant to, or in connection with, this Agreement, the Security Documents, the Indenture or the Notes from any proceeds from enforcement of, or other realization upon, the Collateral and any amounts distributed to, or received by, it pursuant to the Security Documents.

3.6   Provision of Information

        The Trustee shall provide the Security Trustee with all necessary directions and information as it may reasonably require for the purposes of carrying out its duties and obligations under this Agreement. The Company and the Guarantors shall provide the Security Trustee with all necessary information as it may reasonably require for the purposes of carrying out its duties and obligations under this Agreement.

ARTICLE IV
ACTIONS BY SECURITY TRUSTEE

4.1   Duties; Obligations

        The only duties and obligations which the Security Trustee shall have are those set forth in this Agreement and in the Security Documents. The Security Trustee shall not be required to take any action or exercise any rights, remedies, powers or discretions under or in connection with this Agreement beyond those which the Trustee shall specifically instruct the Security Trustee in writing to take or exercise and then only to the extent stated in the Trustee's specific instructions in writing. Notwithstanding the foregoing, the Security Trustee may refrain from doing anything which would or might in its opinion be contrary to this Agreement, the Security Documents, the Indenture or the Notes any law of any jurisdiction or any directive or regulation of any agency of any state, or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

4.2   Requesting Instructions

        The Security Trustee may at any time request directions from the Trustee as to any course of action or other matter relating to the performance of its duties under this Agreement and the Security Documents and the Trustee shall promptly comply with such request.

4.3   Administrative Actions

        The Security Trustee shall have the right to take such actions, or omit to take such actions, hereunder and under the Security Documents not inconsistent with the instructions of the Trustee, or the terms of the Security Documents and this Agreement or which is, in the reasonable opinion of the Security Trustee, necessary to comply with any law, directive or regulation, including without limitation actions the Security Trustee deems necessary or appropriate to perfect or continue the perfection of the Liens on the Collateral for the benefit of the Trustee and the Holders or to protect or insure the Collateral. Except as provided above and as otherwise provided pursuant to applicable law, the Security Trustee shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of rights pertaining to the Collateral beyond the safe custody of any Collateral in the Security Trustee's possession.

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4.4   Exercise of Remedies

        Except as otherwise provided in Section 4.3, the Security Trustee shall only be authorized to take such actions under the Security Documents and to enforce or prepare to enforce the remedies available under such Security Documents as are approved in a written notice by the Trustee. In furtherance of the foregoing, the Security Trustee agrees to make such demands and give such notices under the Security Documents as may be requested by, and to take such action to enforce the Security Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by the Trustee; provided, however, that the Security Trustee shall not be required to take any action that is in its opinion contrary to the terms of the Indenture, the Security Documents or this Agreement or the law of any jurisdiction or any directive or regulation of any agency or state, and the Security Trustee shall not be required to take any action unless indemnified in accordance with the provisions of Sections 3.3.

4.5   Sharing and Application of Proceeds

        The Trustee, on behalf of itself and the Holders, agrees all amounts owing with respect to the Obligations shall be secured pro rata in favor of the Security Trustee without distinction as to whether some Obligations are then due and payable and other obligations are not then due and payable. Upon any realization upon the Collateral by the Security Trustee, the Trustee and the Holders agree that the proceeds thereof shall be applied in accordance with Section 506 of the Indenture.

4.6   Resignation or Termination of Security Trustee

        The Security Trustee may resign as Security Trustee upon not less than 30 days' written notice to the Trustee (with a copy to the Company on behalf of itself and each Guarantor), such resignation to take effect upon the acceptance by a successor Security Trustee of its appointment as the Security Trustee hereunder. In addition, the Trustee may remove the Security Trustee, with or without cause, upon not less than 3 days' written notice by giving written notice thereof to the Security Trustee. Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Security Trustee which meets the eligibility requirements of Section 4.8. If no successor Security Trustee shall have been so appointed and shall have accepted such appointment in writing within 30 days after the retiring Security Trustee's giving of notice of resignation or its removal, then the retiring Security Trustee may, on behalf of the Trustee and the Holders, appoint a successor Security Trustee which meets the eligibility requirements of Section 4.8, and the Company and the Guarantors agree to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Security Trustee hereunder. Upon acceptance of appointment as Security Trustee and notice of such appointment to the Trustee (with a copy to the Company on behalf of itself and each Guarantor), such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Security Trustee, and the retiring Security Trustee, upon the signing, transferring, assigning and setting over to such successor Security Trustee of all rights, moneys and other collateral held by it or under its control in its capacity as Security Trustee, shall be discharged from its duties and obligations hereunder. After any retiring Security Trustee's resignation or removal as Security Trustee, Articles III and IV of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Security Trustee.

4.7   Succession of Successor Security Trustee

        Any successor Security Trustee appointed hereunder shall execute, acknowledge and deliver to the Trustee and the predecessor Security Trustee an instrument accepting such appointment, and thereupon such successor Security Trustee, without any further act, deed, conveyance or transfer, shall become vested with the title to the Collateral, and with all the rights, powers, duties and obligations of the

5

predecessor Security Trustee in the trust hereunder, with like effect as if originally named as Security Trustee herein.

        Upon the request of any such successor Security Trustee, however, the Trustee and the predecessor Security Trustee shall promptly execute and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Security Trustee its interest in the Collateral and all such rights, powers, duties and obligations of the predecessor Security Trustee hereunder, and the predecessor Security Trustee shall also promptly assign and deliver to the successor Security Trustee any and all Collateral subject to the Lien and security interest under any Security Document which may then be in its possession or under its control.

4.8   Eligibility of Security Trustee

        Any successor Security Trustee shall be a bank or trust company in good standing, organized under the laws of the United States of America or of any state thereof, or a member state in the European Union (as comprised on the date hereof) having capital, surplus and undivided profits aggregating at least $500,000,000 (or the foreign currency equivalent thereof), willing and able to accept the duties hereunder upon reasonable and customary terms and entitled pursuant to applicable legislation to act as a trustee in any jurisdiction in which any Collateral may be located and to carry out the functions of a custodian trustee.

4.9   Successor Security Trustee by Merger

        Any corporation or other Person into which the Security Trustee may be merged or with which it may be consolidated, or any corporation or other Person resulting from any merger or consolidation to which the Security Trustee shall be a party, or any state or national bank or trust company in any manner succeeding to the corporate trust business of the Security Trustee as a whole or substantially as a whole, if eligible as provided in Section 4.8, shall be the successor of the Security Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything to the contrary contained herein notwithstanding.

4.10 Compensation and Reimbursement of Security Trustee

        The Company and the Guarantors agree jointly and severally:

(a)

to pay to the Security Trustee all of its out-of-pocket expenses, including but not limited to fees and expenses of its counsel, pursuant to the terms of the Security Documents and/or resulting from or relating to its acting as Security Trustee pursuant to this Agreement and under the Security Documents including, for the avoidance of doubt, fees and expenses relating to its appointment as Security Trustee and the arrangements related thereto;

(b)

to pay to the Security Trustee from time to time compensation for all services rendered by it hereunder as agreed separately between the parties in writing; and

(c)

to reimburse the Security Trustee upon its request for all expenses, disbursements and advances incurred or made by or on behalf of the Security Trustee in accordance with or pursuant to any provision of this Agreement or any Security Document, except any such expense, disbursement or advance as may be attributable solely to its gross negligence or willful misconduct.

        All payments in respect of the above obligations will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature, including penalties, interest and any other liabilities related thereto ("Taxes") imposed or levied by or on behalf of any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, unless the Company or relevant Guarantor is compelled by law to deduct

6

or withhold such Taxes. In such event, the Company and/or Guarantor will pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the net amounts received by the Security Trustee after such withholding or deduction will equal the respective amounts that would have been receivable in the absence of such withholding or deduction.

4.11 Money Held in Trust

        Money received by the Security Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Security Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company and the Trustee in writing.

4.12 Holders May Act

        Whenever any right or remedy or action hereunder may be exercised or taken, or any notice, request, order, direction, instruction, consent, waiver, certification or expression of opinion may be made or given, by the Trustee hereunder, the same may be taken, made or given by all of the Holders (acting together) or by the Holders of a majority in aggregate principal amount of the Outstanding Notes pursuant (and subject) to Section 512 of the Indenture in lieu of the Trustee and with the same effect as if taken, made or given by the Trustee. Directions given to the Security Trustee by all of the Holders or the Holders acting in reliance on Section 512 of the Indenture shall be binding on each of the Holders.

4.13 Limitation of Liability of Guarantors

        Any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed by any Guarantor under Sections 3.4 and 4.10 of this Agreement shall not exceed the maximum amount that can be hereby guaranteed without rendering the Guarantee of such Guarantor hereunder voidable under applicable law, including stipulations in applicable companies laws regarding prohibited financial assistance in the form of providing security or guarantees for the obligations of a third party and laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

ARTICLE V
GENERAL PROVISIONS

5.1   Consents, Amendments, Waivers

        No amendment or waiver of any other provision of this Agreement shall be effective unless the same shall be in writing and signed by the Trustee and the Security Trustee; provided that no amendment of Sections 3.4 or 4.10 hereof shall be effective as against the Company and the Guarantors unless the same shall be in writing and signed by the Company and the Guarantors.

5.2.  Applicable Law; Submission to Jurisdiction

        This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to the principles thereof regarding conflicts of laws).

        Each of the parties hereto submits to the jurisdiction of any federal or state court in the Borough of Manhattan, The City of New York and waives, to the extent possible, any objection which it may now or hereafter have to the laying of venue of any such proceeding or any claim of inconvenient forum in any suit or proceeding arising out of or relating to this Agreement.

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5.3.  Parties in Interest

        All terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

5.4.  Counterparts

        This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute but one and the same instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

5.5.  Headings

        The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.

5.6.  Notices

        All notices and communications provided for hereunder shall be in writing and in English and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

        (i)    if to the Trustee, to Deutsche Bank Trust Company Americas, 60 Wall Street New York, NY 10005, United States of America (fax: +1 212 797 8614) or at such other address as the Trustee shall have specified to the Security Trustee and the Company (on behalf of itself and the Guarantors) in writing,

        (ii)   if to the Security Trustee, to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, Attention: The Managing Director (fax: +44 20 7547 6149) or at such other address as the Security Trustee shall have specified to the Trustee and the Company (on behalf of itself and the Guarantors) in writing or

        (iii)  if to the Company or any Guarantor, to Concordia Bus Nordic AB, Solna Strandväg 78, SE-171 54 Solna, Sweden (fax: + 47 67 83 29 30) or at such other address such Obligor shall have specified to the Trustee and the Security Trustee in writing.

        Notices under this Section 5.6 will be deemed given only when actually received.

        [Remainder of Page Intentionally Blank]

8

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first written above.

DEUTSCHE TRUSTEE COMPANY LIMITED,
as Security Trustee

By:

Name:

Title:

By:

Name:

Title

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

By:

Name:

Title:

By:

Name:

Title

9

CONCORDIA BUS NORDIC AB, as the Company

By:

Name:

Title:

The initial Guarantors:

CONCORDIA BUS NORDIC HOLDING AB

By:

Name:

Title

SWEBUS AB

By:

Name:

Title:

SWEBUS BUSCO AB

By:

Name:

Title:

SWEBUS EXPRESS BUS AB

By:

Name:

Title:

10

INTERBUS AB

By:

Name:

Title:

INGENIØR M.O. SCHØYENS BILCENTRALER AS

By:

Name:

Title:

CONCORDIA BUS FINLAND OY AB

By:

Name:

Title:

SWEBUS FASTIGHETER AB

By:

Name:

Title:

ALPUS AB

By:

Name:

Title:

11

ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB

By:

Name:

Title:

MALMFÄLTENS OMNIBUS AB

By:

Name:

Title:

12

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Exhibit 10.2

EX-10.3

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Exhibit 10.3

AMENDED AND RESTATED
SUBORDINATED LOAN AGREEMENT

        This agreement amends and restates, and replaces in its entirety, the Senior Subordinated Loan Agreement between Concordia Bus AB ("Concordia") as the lender and Concordia Bus Nordic AB ("CB Nordic") signed by the borrower on 28 February 2002, and replaced by agreement signed 22 December 2003 (the "Initial Restatement Date"):

1.

Concordia has on 2002-02-27 given a Senior Subordinated Loan to CB Nordic of SEK 501.299.922 (the "Loan").

CB Nordic used the money to repay the Senior Debt Facility to Nordea Norway and to purchase used buses in connection to the Stockholm bus traffic contract, starting 2002-03-04.

2.1

The Loan bears interest at an annual rate of 11% and is based on the outstanding debt throughout the loan period. The interest is fixed until further notice. The change in interest from the original agreement became effective from the Initial Restatement Date and is not retrospective to prior to such date.

2.2

Interest will be paid two times a year, August 14 and February 14, and upon full repayment of loan. Interest will be non cumulative and accumulated on a monthly basis. The first interest payment falling due 2002-08-14.

3.

The Loan will be payable on demand, and if not previously repaid, will be repaid in full at maturity on 2010-02-14.

4.1

Pursuant to an indenture made among CB Bus Nordic and various parties thereto as guarantors (the "Guarantors") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated January 22, 2004 (as the same may be amended and supplemented from time to time, the "Indenture") CB Nordic has issued senior secured notes in the initial aggregate principal amount of €130,000,000 and may issue further notes thereunder (such initially issued notes and such further notes being referred to herein as the "Notes").

4.2

The Loan and all of Concordia's rights pursuant to this agreement shall be fully subordinated to the Notes and the obligations of CB Nordic under the Indenture on the terms, and shall otherwise be subject to the terms and conditions, set forth in Annex A attached hereto and hereby made a part of this agreement. References herein to this agreement shall include references to this agreement including Annex A hereto.

5.

All terms of this agreement shall be binding upon, and inure to the benefit of and be enforceable by, the respective successors and assigns of the parties hereto, and any transferee or assignee of the rights under the Loan shall take such rights subject to this agreement, including the terms and conditions of Annex A hereto.

6.

This agreement shall be governed by and construed in accordance with Swedish law.

7.

All amendments to this agreement and any waiver with regard to this Agreement shall be made only in writing, and only by an agreement signed by all the parties hereto.

8.

If, at any time, one or more provisions of this agreement is or becomes invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the other provisions hereof or of such provision in any other jurisdiction. The parties agree that such illegal, invalid or unenforceable provision shall be deemed replaced by another provision which comes as close as possible to the purpose of this agreement.

        This agreement has been established in three copies, of which each of the parties have received a copy.

Concordia Bus Nordic AB		Concordia Bus AB
By:	/s/  [ILLEGIBLE]	By:	/s/  [ILLEGIBLE]
Place and date		Place and date
[ILLEGIBLE] 21.01.04		[ILLEGIBLE] 21.01.04
Accepted and agreed:
Deutsche Bank Trust Company Americas, as trustee
Place and date
Place and date

2

ANNEX A

SUBORDINATION STATEMENT

        Capitalized terms used in this Annex A have the meanings given to such terms in the Amended and Restated Subordinated Loan Agreement (the "Agreement") to which this statement is attached.

        Concordia acknowledges receipt of a copy of the Indenture and the form of the Notes and is familiar with the terms and conditions thereof.

        In consideration of the Trustee entering into the Indenture, for itself and on behalf of the holders from time to time of the Notes (the "Holders"), and the initial Holders purchasing the Notes, Concordia does hereby as lender under the Agreement and the Loan irrevocably and unconditionally confirm and undertake to and agree with the Trustee, for itself and on behalf of the Holders, and to and with the Holders that:

(a)

All of Concordia's rights in connection with the Agreement, including the Loan thereunder, shall be subject in right of payment to the extent and in the manner hereinafter set forth and shall rank junior to and shall be subordinated to the rights of the Trustee and the Holders under the Indenture and the Notes, in each case until all obligations under the Indenture and the Notes are unconditionally and irrevocably fully paid or discharged in cash, and Concordia shall not be entitled to receive any payments, other than payments permitted pursuant to the immediately succeeding sentence, by way of principal, interest or otherwise, whether in cash, by transfer of assets or otherwise, as long as any amount is owing by CB Nordic or any Guarantor under the Indenture or the Notes. In accordance with section 1009(2)(c) of the Indenture, so long as no Default or Event of Default (as such terms are defined in the Indenture) has occurred and is continuing or would be caused thereby, the foregoing shall not prohibit payments of amounts due under the Loan, in an aggregate amount of up to the value of interest payments required to be made in respect of the Parent Notes (as such term is defined in the Indenture), to be applied to such payment, provided that no such payment may be made by CB Nordic more than 7 days in advance of the date of such interest payment on the Parent Notes becomes due and payable. Any payment received by us in connection with the Agreement, including the Loan, in violation of this commitment shall forthwith be paid to the Trustee on behalf of itself and the Holders for reduction of the amount outstanding under the Indenture and/or the Notes.

(b)

Concordia agrees that it will not, and does explicitly waive the right to, (i) declare any breach or default in connection with the Agreement, terminate the Agreement or accelerate the Loan or any part thereof or otherwise declare any of the Loan prematurely payable or due; (ii) declare bankruptcy of CB Nordic or commence any proceedings against CB Nordic in respect of the Agreement or the Loan, or enforce the Agreement or the Loan by attachment or execution or by initiating or supporting any proceeding or action in respect of the bankruptcy, insolvency, liquidation, dissolution, winding-up, administration, receivership or judicial reorganization of CB Nordic or any of its assets; (iii) take any action against any assets of CB Nordic or demand or receive any security in respect of the Agreement or the Loan; or (iv) commence any other action or proceeding against CB Nordic, or sue, claim, take or recover (including by exercising any right or set off) against CB Nordic, or obtain or enforce any judgment against CB Nordic, in respect of the Agreement or the Loan or any part thereof or take any other enforcement action in respect of the Agreement or the Loan or any part thereof.

(c)

Concordia agrees that no security shall be granted under the Agreement or in respect of the Loan without the prior written consent of the Trustee.

(d)

Concordia hereby agrees that the subordination effected hereby shall be in addition to and shall not prejudice or affect any security or any right or remedy of the Trustee or the Holders in respect of the Indenture or the Notes whether from CB Nordic or any Guarantor or any other person nor shall the provisions hereof be prejudiced or affected by (i) any security or right or remedy of the Trustee or the Holders in respect of the Indenture or the Notes; (ii) any time or indulgence granted by the Trustee or the Holders to the CB Nordic or any Guarantor or to any other person;

(iii) any variation, amendment, supplement or extension of the terms of any security in respect of the Indenture of the Notes, or any dealing with, exchange, release or invalidity of any such security; (iv) any arrangement or compromise made between the Trustee and/or the Holders and any of CB Nordic or the Guarantors or any other person; (v) any omission on the part of the Trustee or any Holder to enforce any of their rights against any of CB Nordic or the Guarantors or any other person or any security; (vi) the filing for bankruptcy or insolvency proceedings in relation to CB Nordic and/or any Guarantor; and (vii) any other fact or circumstance whatsoever whether or not similar to any of the foregoing which could or might in any way diminish Concordia's obligations hereunder or the rights of the Trustee or the Holders under this Subordination Statement or the remainder of the Agreement.

        Concordia acknowledges and agrees that the Trustee, for itself and on behalf of the Holders, and each of the Holders is intended to be a beneficiary of this Subordination Statement and that this statement is a contract for their benefit.

2

        This Subordination Statement shall be governed by Swedish law with Stockholm district court as nonexclusive legal venue.

22 January 2004
CONCORDIA BUS AB
By:	/s/  [ILLEGIBLE]
Name:	/s/  [ILLEGIBLE]
Acknowledged and agreed:
CONCORDIA BUS NORDIC AB
By:	/s/  [ILLEGIBLE]
Name:	/s/  [ILLEGIBLE]
Accepted and agreed:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee
By:
Name:
By:
Name:

3

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Exhibit 10.3

AMENDED AND RESTATED SUBORDINATED LOAN AGREEMENT

EX-10.4

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Exhibit 10.4

AMENDED AND RESTATED
SUBORDINATED LOAN AGREEMENT

        This agreement amends and restates, and replaces in its entirety, the Senior Subordinated Loan Agreement between Concordia Bus AB ("Concordia") as the lender and Concordia Bus Nordic AB ("CB Nordic") signed by the borrower on 28 February 2002, and replaced by agreement signed 22 December 2003 (the "Initial Restatement Date"):

1.

Concordia has on 2002-02-27 given a Senior Subordinated Loan to CB Nordic of SEK 501.299.922 (the "Loan").

CB Nordic used the money to repay the Senior Debt Facility to Nordea Norway and to purchase used buses in connection to the Stockholm bus traffic contract, starting 2002-03-04.

2.1

The Loan bears interest at an annual rate of 11% and is based on the outstanding debt throughout the loan period. The interest is fixed until further notice. The change in interest from the original agreement became effective from the Initial Restatement Date and is not retrospective to prior to such date.

2.2

Interest will be paid two times a year, August 14 and February 14, and upon full repayment of loan. Interest will be non cumulative and accumulated on a monthly basis. The first interest payment falling due 2002-08-14.

3.

The Loan will be payable on demand, and if not previously repaid, will be repaid in full at maturity on 2010-02-14.

4.1

Pursuant to an indenture made among CB Bus Nordic and various parties thereto as guarantors (the "Guarantors") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated January 22, 2004 (as the same may be amended and supplemented from time to time, the "Indenture") CB Nordic has issued senior secured notes in the initial aggregate principal amount of €130,000,000 and may issue further notes thereunder (such initially issued notes and such further notes being referred to herein as the "Notes").

4.2

The Loan and all of Concordia's rights pursuant to this agreement shall be fully subordinated to the Notes and the obligations of CB Nordic under the Indenture on the terms, and shall otherwise be subject to the terms and conditions, set forth in Annex A attached hereto and hereby made a part of this agreement. References herein to this agreement shall include references to this agreement including Annex A hereto.

5.

All terms of this agreement shall be binding upon, and inure to the benefit of and be enforceable by, the respective successors and assigns of the parties hereto, and any transferee or assignee of the rights under the Loan shall take such rights subject to this agreement, including the terms and conditions of Annex A hereto.

6.

This agreement shall be governed by and construed in accordance with Swedish law.

7.

All amendments to this agreement and any waiver with regard to this Agreement shall be made only in writing, and only by an agreement signed by all the parties hereto.

8.

If, at any time, one or more provisions of this agreement is or becomes invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the other provisions hereof or of such provision in any other jurisdiction. The parties agree that such illegal, invalid or unenforceable provision shall be deemed replaced by another provision which comes as close as possible to the purpose of this agreement.

        This agreement has been established in three copies, of which each of the parties have received a copy.

Concordia Bus Nordic AB		Concordia Bus AB
By:	/s/  [ILLEGIBLE]	By:	/s/  [ILLEGIBLE]
Place and date		Place and date
[ILLEGIBLE] 21.01.04		[ILLEGIBLE] 21.01.04
Accepted and agreed:
Deutsche Bank Trust Company Americas, as trustee
[ILLEGIBLE]
Place and date
NY, 22 Jan. '04
Wanda Camacho
Place and date
NY, 22 Jan. '04

2

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Exhibit 10.4

AMENDED AND RESTATED SUBORDINATED LOAN AGREEMENT

EX-10.5

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Exhibit 10.5

AGREEMENT RELATING TO
FIRST RANKING PLEDGE OF BUSES

Dated 22 January, 2004

between

Swebus BusCo AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

PLEDGE OF BUSES

ADVOKATFIRMAN LINDAHL

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

SWEBUS BUSCO AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556583-0527), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time)

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January 2004 (the "Guarantee") in favour of the Holders (as defined below), the Trustee and the Security Trustee;



c)

the Pledgor owns the Buses (as defined below) which are currently in the possession of, and being operated by, the Operators (as defined below);



d)

it is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below); and



e)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first priority security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Buses" means all of the buses and the property and equipment forming part thereof which are owned by the Pledgor and listed in Schedule 1 attached hereto;

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Future Buses" means any buses and the property and equipment forming part thereof which are acquired by the Pledgor subsequent to the date of this Agreement;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

2

"Operator" means (i) Swebus AB, Swebus Express AB and Interbus AB, which are (in accordance with Schedule 1) operating the Buses in their business, (ii) any future holder and/or operator of those Buses and (iii) any future holder and/or operator of Future Buses;

"Proceeds" means the proceeds from the sale of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means all the Pledgor's right, title and interest in and to the Buses and the Future Buses, if any, and all rights of the Pledgor to receive moneys payable pursuant to any guarantee, indemnity or insurance in respect of the Buses and the Future Buses (including, without limitation, the Proceeds); and

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture.

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first ranking pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately at the execution of this Agreement notify the relevant Operator of the pledge created by this Agreement over the Buses and the Future Buses by sending a notice in substantially the form set out in Schedule 2.

3

3.2

On the Closing Date the Pledgor shall procure that Nordea notifies the Operators of the release of the Nordea Pledge over the Buses.



3.3

The Pledgor shall immediately upon the acquisition by the Pledgor of any Future Bus notify the relevant Operator of the pledge created by this Agreement over such bus by sending a notice substantially in the form set out in Schedule 2.



3.4

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets;



h)

the individual Buses are in the possession of and operated by the Operators listed in Schedule 1; and



i)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not sell, transfer or otherwise dispose of the Security Assets or any part thereof or interest therein or permit the same to occur, other than (i) in the ordinary course of its business, and (ii) with the prior written consent of the Security Trustee;

4

b)

not grant any option in or over the Security Assets;



c)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture);



d)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement;



e)

not accept any redelivery from any Operator or otherwise receive or take possession, whether directly or indirectly, of any of the Security Assets and, if the Pledgor should come into such possession, immediately transfer such possession to such third party as instructed by the Security Trustee;



f)

remain liable to perform all duties and obligations expressed to be assumed by it in relation to the Security Assets to the same extent as if this pledge had not been executed and the Security Trustee or any of the Secured Parties shall have no obligation or liability in relation to the Security Assets by reason of, or arising out of, this Agreement or be obliged to perform any of the obligations or duties of the Pledgor or the Operators expressed to be assumed by them in relation to the Security Assets;



g)

not amend or terminate any agreement under which any Operator is holding any of the Buses or Future Buses and not enter into any agreement or other arrangement purporting to change the location of the Buses or the Future Buses or otherwise change Operator of any of the Buses or the Future Buses, without the prior written consent of the Security Trustee;



h)

procure that each Operator exercises due care to assure the safe custody of the Security Assets and that each Operator keeps the Security Assets insured in such manner as prescribed in the relevant lease agreement with such Operator; and



i)

the Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     SALE OF BUSES OR FUTURE BUSES

6.1

In the event the Pledgor should request the Security Trustee's permission to sell, transfer or otherwise dispose any of the Buses or the Future Buses (such request to be made by a notice in accordance with Schedule 3), the Security Trustee shall in its sole discretion determine whether such request shall be approved or denied and this Agreement shall in no way be construed as the Security Trustee giving up any of such discretion for the benefit of the Pledgor. Any approval to such a sale under this Agreement shall in no way be construed as an approval, directly or indirectly, to any future request. The Pledgor undertakes that it shall never submit to the Security Trustee more than one request per calendar month.



6.2

The Security Trustee shall seek to reply to a request mentioned in Clause 6.1 above within ten (10) Business Days from receipt thereof. However, only an affirmative, prior reply from the Security Trustee shall constitute the consent required by this Agreement.



6.3

In the event of an approval to a sale as described in Clause 6.1, the Pledgor shall provide the Security Trustee with a report of sales hereunder within 30 days of such approval.

5

7.     INSURANCE PROCEEDS

7.1

In the event that the Security Trustee receives moneys payable under any insurance in relation to any Buses or Future Buses, the Security Trustee may, in its sole discretion, upon the request of the Pledgor, agree to release such funds to be used by the Pledgor to purchase Future Buses.

8.     CONTINUING SECURITY

8.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



8.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, monies or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same.



8.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

9.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

9.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law sell the Security Assets or any part thereof to a third party, for cash or other value, publicly or privately in such manner and on such terms, acting with due care as the Security Trustee in its sole discretion deems fit, after the Security Trustee has given the Pledgor seven (7) business days prior notice of the time and place of any public sale or, as the case may be, the time after which a private sale may be made, and the Security Trustee shall not be liable for any loss arising from or in connection with the realisation of the Security Assets or any part thereof, provided that it has acted with due care.



9.2

All costs and expenses (including legal fees) incurred by the Security Trustee and the Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



9.3

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.



9.4

All monies received by the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



9.5

For the purpose of enforcing the security created by this Agreement upon the occurrence of a Default or an Event of Default, the Pledgor irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets. The

6

power of attorney set out in this Clause 9.5 and Schedule 4 shall be valid for as long as this Agreement remains in force.

10.   DISCHARGE OF THE SECURITY ASSETS

10.1

Subject to Clause 8.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



10.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



10.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

11.   THE SECURITY TRUSTEE

11.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



11.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

12.   WAIVERS

12.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

12.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party;



a)

any time or waiver granted to or composition with any other person;

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b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.

12.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

13.   INDEMNITY

13.1

The Pledgor will indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.

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13.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

14.   MISCELLANEOUS

14.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



14.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).



14.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



14.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



14.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



14.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

15.   NOTICES

15.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.

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15.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 15.3.



15.3

The address and fax number of the Pledgor and the Security Trustee are:



(A)

Pledgor:

Swebus BusCo AB
c/o Swebus AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB

Attention: Managing Director
Fax: +44 20 7547 6149

15.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

16.   LAW AND JURISDICTION

16.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



16.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 16.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any

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Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

SWEBUS BUSCO AB

The Security Trustee

DEUTSCHE TRUSTEE COMPANY LIMITED
on its own behalf and as duly authorised
representative of the Secured Parties

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Schedule 1

[List of Buses and Operators]

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Schedule 2

FORM OF NOTICE

To:

[Operators]

Dear Sirs,

        This notice is sent to you pursuant to a pledge agreement (the "Agreement") made between Swebus Busco AB (the "Pledgor") and Deutsche Trustee Company Limited (the "Security Trustee") on 22 January, 2004. Under the Agreement, the Pledgor has pledged all its rights, title and interest in and to all of the buses listed in Schedule 1 attached hereto, as well as all its right, title and interest in and to any buses acquired in the future which are operated by you. The current buses and the future buses mentioned in the preceding sentence are collectively in this notice referred to as the "Collateral".

        For as long as the pledge created by the Agreement remains in force you must deliver the Collateral (including any equipment, spare parts or other components or parts forming part of the Collateral) to no one other than the Security Trustee (or any third party other than the Pledgor directed by the Security Trustee). You may specifically not let the Pledgor, directly or through a third party, have access to or come into possession of the Collateral or redeliver the Collateral to the Pledgor or a third party directed by it.

        Moreover, only the Security Trustee is entitled to receive payments pursuant to any guarantees, indemnities or insurances in respect of the Collateral. The Collateral shall be kept insured at all times and the Security Trustee shall be recorded as loss-payee in respect of any such insurance.

        You are hereby instructed to follow any and all instructions from time to time received by the Security Trustee.

Date: 22 January, 2004

Swebus BusCo AB

Name:

We hereby acknowledge receipt of this notice and Schedule 1 attached hereto. We confirm that we are holding the Buses listed as such in Schedule 1 and we undertake to act as aforesaid throughout the term of the Agreement.

Date: 22 January, 2004

[Operator]

Name:

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Schedule 3

FORM OF RELEASE REQUEST

[On Pledgor's Letterhead]
Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB

Attention: The Managing Director

Copy: Issuer

[Date]

Dear Sirs:

        Pursuant to Clause 6.1 of the Agreement Relating to First Ranking Pledge of Buses between you, as Security Trustee, and us, as Pledgor, (the "Pledge Agreement") Swebus Busco AB hereby under the Agreement relating to first ranking pledge of buses dated 22 January, 2004, requests the permission to dispose of the following buses:

Inventory No.
Registration No.
Lessee
Form of disposal

        We hereby confirm to you that we are not in breach of any obligation under the Pledge Agreement. The Trustee under the Indenture (as defined in the Pledge Agreement) will receive separate confirmation from Concordia Bus Nordic AB (publ) under Article 1403 of the Indenture that

(a)

there is no outstanding Event of Default;



(b)

no Event of Default will occur as a result of the actions contemplated by or reasonably related to the requested consent, including without limitation Section 1014; and



(c)

if this request relates to the sale of a bus that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company and its Restricted Subsidiaries, confirmation that such disposition is made for fair market value

[date, place]

Swebus Busco AB	Approved
	Deutsche Trustee Company Limited

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Schedule 4

POWER OF ATTORNEY

        This power of attorney is issued pursuant to a pledge agreement dated 22 January, 2004 (the "Pledge Agreement") made between Swebus Busco AB (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the Secured Parties (the "Security Trustee").

        The Pledgor hereby, upon the occurrence of a Default or an Event of Default as defined in Pledge Agreement, irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets.

        This power of attorney shall become effective form the date it is signed and it shall be valid for as long as the Pledge Agreement remains in force.

Date:

Name:

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QuickLinks

AGREEMENT RELATING TO FIRST RANKING PLEDGE OF BUSES Dated 22 January, 2004 between Swebus BusCo AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee

EX-10.6

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Exhibit 10.6

AGREEMENT RELATING TO
SECOND RANKING PLEDGE OF BUSES

Dated 22 January, 2004

between

Swebus BusCo AB

as Pledgor

and

Concordia Bus Nordic AB (publ)

as Pledgee

PLEDGE OF BUSES

ADVOKATFIRMAN LINDAHL

THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

SWEBUS BUSCO AB (a company incorporated under the laws of Sweden) of Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556583-0527), (the "Pledgor"); and



(2)

Concordia Bus Nordic AB (publ) (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556031-8569), (the "Pledgee")

WHEREAS:

a)

Pursuant to a promissory note dated 22 January, 2004 issued by the Pledgor, the Pledgor shall pay a principal amount of SEK 800 milllion to the Pledgee or its order (the "Promissory Note");



b)

the Pledgor owns the Buses (as defined below) which are currently in the possession of, and being operated by, the Operators (as defined below);



c)

the Pledgor has agreed to enter into this Pledge Agreement and hereby secures the Secured Obligations (as defined below);



d)

the Security Assets (as defined below) have been pledged, pursuant to a first ranking pledge agreement (the "First Pledge Agreement") to Deutsche Trustee Company Limited in its capacity as security trustee (the "Security Trustee") under an indenture made among the Pledgor, the Pledgee, Swebus AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O. Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB and Deutsche Banki Trustee Company Americas (the "Indenture"); and



e)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first priority security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Buses" means all of the buses and the property and equipment forming part thereof which are owned by the Pledgor and listed in Schedule 1 attached hereto;

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Future Buses" means any buses and the property and equipment forming part thereof which are acquired by the Pledgor subsequent to the date of this Agreement;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

"Operator" means (i) Swebus AB, Swebus Express AB and Interbus AB, which are (in accordance with Schedule 1) operating the Buses in their business, (ii) any future holder and/or operator of those Buses and (iii) any future holder and/or operator of Future Buses;

"Proceeds" means the proceeds from the sale of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

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"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Promissory Note together with all costs, charges and expenses incurred by the Pledgee in connection with the protection, preservation or enforcement of its respective rights under the Promissory Note; and

"Security Assets" means all the Pledgor's right, title and interest in and to the Buses and the Future Buses, if any, and all rights of the Pledgor to receive moneys payable pursuant to any guarantee, indemnity or insurance in respect of the Buses and the Future Buses (including, without limitation, the Proceeds).

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If the Pledgee considers that in respect of an amount paid to it under the Promissory Note there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to the Pledgee all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a second ranking pledge, subject to the rights of the Security Trustee under the First Pledge Agreement, to secure the due and punctual performance of the Secured Obligations.



2.2

Notwithstanding anything to the contrary contained herein or under applicable law as to the priority of the security created by this Agreement, the security created hereunder, is subject and subordinated to, and will at all times rank junior to the security under the First Pledge Agreement.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately at the execution of this Agreement



a)

notify the relevant Operator of the second ranking pledge created by this Agreement over the Buses and the Future Buses by sending a notice in substantially the form set out in Schedule 2;



b)

notify Security Trustee of the pledge over the Buses created hereby.



3.2

On the Closing Date the Pledgor shall procure that Nordea notifies the Operators of the release of the Nordea Pledge over the Buses.



3.3

The Pledgor shall immediately upon the acquisition by the Pledgor of any Future Bus notify the relevant Operator of the pledge created by this Agreement over such bus by sending a notice substantially in the form set out in Schedule 2.

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3.4

The Pledgor, subject to the First Pledge Agreeement, shall throughout the term of this Agreement do all things and acts requested by the Pledgee to assist the Pledgee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to the Pledgee that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a second ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor, subject, always, to the rights of the Security Trustee under the First Pledge Agreement;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets;



h)

the individual Buses are in the possession of and operated by the Operators listed in Schedule 1; and



i)

other than as created pursuant to the First Pledge Agreement and this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Promissory Note with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with the Pledgee that during the continuance of this Agreement the Pledgor will:



a)

not sell, transfer or otherwise dispose or the Security Assets or any part thereof or interest therein or permit the same to occur, other than (i) in connection with an enforcement under the First Pledge Agreement, or (ii) in the ordinary course of its business with the prior written consent of the Pledgee;



b)

not grant any option in or over the Security Assets;

4

c)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture);



d)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement;



e)

not accept any redelivery from any Operator or otherwise receive or take possession, whether directly or indirectly, of any of the Security Assets and, if the Pledgor should come into such possession, immediately transfer such possession to such third party as instructed by the Pledgee;



f)

remain liable to perform all duties and obligations expressed to be assumed by it in relation to the Security Assets to the same extent as if this pledge had not been executed and the Pledgee shall have no obligation or liability in relation to the Security Assets by reason of, or arising out of, this Agreement or be obliged to perform any of the obligations or duties of the Pledgor or the Operators expressed to be assumed by them in relation to the Security Assets;



g)

not amend or terminate any agreement under which any Operator is holding any of the Buses or Future Buses and not enter into any agreement or other arrangement purporting to change the location of the Buses or the Future Buses or otherwise change Operator of any of the Buses or the Future Buses, without the prior written consent of the Pledgee;



h)

procure that each Operator exercises due care to assure the safe custody of the Security Assets and that each Operator keeps the Security Assets insured in such manner as prescribed in the relevant lease agreement with such Operator; and



i)

the Pledgor shall at any time, if and when required by the Pledgee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Pledgee be necessary in order to give full effect to this Agreement and to secure to the Pledgee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     SALE OF BUSES OR FUTURE BUSES

6.1

In the event the Pledgor should request the Pledgee's permission to sell, transfer or otherwise dispose any of the Buses or the Future Buses (such request to be made by a notice in accordance with Schedule 3), the Pledgee shall in its sole discretion determine whether such request shall be approved or denied (to avoid any doubt subject to the rights of the Security Trustee under the First Pledge Agreement) and this Agreement shall in no way be construed as the Pledgee giving up any of such discretion for the benefit of the Pledgor. Any approval to such a sale under this Agreement shall in no way be construed as an approval, directly or indirectly, to any future request. The Pledgor undertakes that it shall never submit to the Pledgee more than one request per calendar month.



6.2

The Pledgee shall seek to reply to a request mentioned in Clause 6.1 above within ten (10) Business Days from receipt thereof. However, only an affirmative, prior reply from the Pledgee shall constitute the consent required by this Agreement.



6.3

In the event of an approval to a sale as described in Clause 6.1, the Pledgor shall provide the Pledgee with a report of sales hereunder within 30 days of such approval.

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7.     CONTINUING SECURITY

7.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



7.2

Until all the Secured Obligations have been irrevocably paid and discharged in full the Pledgee may refrain from applying or enforcing any other security, monies or rights held or received by the Pledgee or apply and enforce the same in such manner and order as the Pledgee sees fit and the Pledgor shall not be entitled to the benefit of the same.



7.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Pledgee. The Pledgee's rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Pledgee deems expedient.

8.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

8.1

Upon the Pledgee serving notice on the Pledgor following the occurrence of a default by the Pledgor to pay any amount payable under the Promissory Note, and subject to the rights of the Security Trustee under the First Pledge Agreement, the Pledgee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law sell the Security Assets or any part thereof to a third party, for cash or other value, publicly or privately in such manner and on such terms, acting with due care as the Pledgee in its sole discretion deems fit, after the Pledgee has given the Pledgor seven (7) business days prior notice of the time and place of any public sale or, as the case may be, the time after which a private sale may be made, and the Pledgee shall not be liable for any loss arising from or in connection with the realisation of the Security Assets or any part thereof, provided that it has acted with due care.



8.2

All costs and expenses (including legal fees) incurred by the Pledgee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Pledgee harmless in respect of such costs and expenses.



8.3

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.



8.4

All monies received by the Pledgee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Pledgee in the manner and order set out in the Indenture.



8.5

For the purpose of enforcing the security created by this Agreement, the Pledgor irrevocably authorises and empowers the Pledgee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets. The power of attorney set out in this Clause 8.5 shall be valid for as long as this Agreement remains in force.

9.     DISCHARGE OF THE SECURITY ASSETS

9.1

Subject to Clause 7.1, upon the irrevocable payment or discharge in full of the Secured Obligations, the Pledgee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Pledgee free from the security in this Agreement.

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9.2

Any release, discharge or settlement between the Pledgor and the Pledgee in relation to this Agreement shall be conditional upon no disposition or payment to the Pledgee by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



9.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Pledgee and the Pledgee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

10.   WAIVERS

10.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted pursuant to the Promissory Note, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

10.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or the Pledgee;



a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



10.3

Any waiver by the Pledgee or of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Pledgee in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

11.   INDEMNITY

11.1

The Pledgor will indemnify and hold harmless the Pledgee in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its

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rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Pledgee.

11.2

The Pledgor shall on demand and on a full indemnity basis pay to the Pledgee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Pledgee incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Pledgee.

12.   MISCELLANEOUS

12.1

The Pledgor may not assign any of its rights under this Agreement. The Pledgee may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer of its rights under the Promissory Note.

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12.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to the Promissory Note (including, without limitation, any increase in the amount of the Secured Obligations).



12.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



12.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



12.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Pledgee such additional amount as will result in the receipt by the Pledgee of the full amount which would otherwise have been receivable and will supply the Pledgee promptly with evidence satisfactory to the Pledgee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



12.6

Any statement, certificate or determination of the Pledgee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

13.   NOTICES

13.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



13.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 13.3.



13.3

The address and fax number of the Pledgor and the Pledgee are:



(A)

Pledgor:

Swebus BusCo AB
c/o Swebus AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Pledgee:

Concordia Bus Nordic AB (publ)
c/o Swebus AB
Solna Strandväg 78
171 54 Solna
Attention: Chairman of the Board
Fax: +46 8 546 300 10

13.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;

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b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,






provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

14.   LAW AND JURISDICTION

14.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



14.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 14.2 is for the benefit of the Pledgee only and shall not limit the right of the Pledgee to bring proceedings against the Pledgor in connection with the Promissory Note in any other court of competent jurisdiction or concurrently in more than one jurisdiction.
 

Signatories

The Pledgor

SWEBUS BUSCO AB

The Pledgee

CONCORDIA BUS NORDIC AB (PUBL)

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Schedule 1

[List of Buses and Operators]

11

Schedule 2

FORM OF NOTICE

To:

[Operators]

Dear Sirs,

        This notice is sent to you pursuant to a second ranking pledge agreement (the "Agreement") made between Swebus Busco AB (the "Pledgor") and Concordia Bus Nordic AB (publ) (the "Pledgee") on 22 January, 2004. Under the Agreement, the Pledgor has pledged, subject to the rights of Deutsche Trustee Company Limited under a first ranking pledge (the "First Pledge"), all its rights, title and interest in and to all of the buses listed in Schedule 1 attached hereto, as well as all its right, title and interest in and to any buses acquired in the future which are operated by you. The current buses and the future buses mentioned in the preceding sentence are collectively in this notice referred to as the "Collateral".

        Upon the release of the First Pledge and for as long as the pledge created by the Agreement remains in force you must deliver the Collateral (including any equipment, spare parts or other components or parts forming part of the Collateral) to no one other than the Pledgee (or any third party other than the Pledgor directed by the Pledgee). You may specifically not let the Pledgor, directly or through a third party, have access to or come into possession of the Collateral or redeliver the Collateral to the Pledgor or a third party directed by it.

        Moreover, upon the release of the First Pledge, only the Pledgee is entitled to receive payments pursuant to any guarantees, indemnities or insurances in respect of the Collateral. The Collateral shall be kept insured at all times and the Pledgee shall, upon the release of the First Pledge, be recorded as loss-payee in respect of any such insurance.

        You are hereby instructed to follow any and all instructions from time to time received by the Pledgee, subject to the rights of Deutsche Trustee Company Limited under the First Pledge.

Date: 22 January, 2004

Swebus BusCo AB

Name:

We hereby acknowledge receipt of this notice and Schedule 1 attached hereto. We confirm that we are holding the Buses listed as such in Schedule 1 and we undertake to act as aforesaid throughout the term of the Agreement.

Date: 22 January, 2004

[Operator]

Name:

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Schedule 3

FORM OF RELEASE REQUEST

[On Pledgor's Letterhead]
Concordia Bus Nordic AB (publ)
Solna Strandväg 78
171 54 Solna
Attention: The Managing Director

[Date]

Dear Sirs:

        Pursuant to Clause 6.1 of the Agreement Relating to Second Ranking Pledge of Buses between you, as Pledgee, and us, as Pledgor, (the "Pledge Agreement") Swebus Busco AB hereby under the Agreement relating to the second ranking pledge of buses dated 22 January, 2004, requests the permission to dispose of the following buses:

Inventory No.
Registration No. Lessee Form of disposal

        We hereby confirm to you that we are not in breach of any obligation under the Pledge Agreement or the Promissory Note

Date:
Place:
Swebus Busco AB	Approved
	Concordia Bus Nordic AB (publ)

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AGREEMENT RELATING TO SECOND RANKING PLEDGE OF BUSES Dated 22 January, 2004 between Swebus BusCo AB as Pledgor and Concordia Bus Nordic AB (publ) as Pledgee

EX-10.7

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Exhibit 10.7

SHARE PLEDGE AGREEMENT

dated 22 January, 2004

between

SWEBUS FASTIGHETER AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

in respect of shares in

Alpus AB, Enköping-Bålsta Fastighetsbolag AB
and Malmfältens Omnibus AB

ADVOKATFIRMAN LINDAHL

        THIS SHARE PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

SWEBUS FASTIGHETER AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556031-3354), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorised representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time).

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus AB, Swebus Express AB, Interbus AB, Swebus Busco AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O. Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January, 2004 (the "Guarantee") in favour of the Holders (as defined below), the Trustee and the Security Trustee;



c)

the Pledgor owns 10,000 shares of Alpus Aktiebolag (corporate identity no 556011-8571), 1,500 shares of Enköping-Bålsta Fastighetsbolag Aktiebolag (corporate identity no 556012-9388) and 960 shares of Malmfältens Omnibus Aktiebolag (corporate identity no 556032-0359), (the "Companies", and each of them a "Company"), representing 100 per cent of the registered and paid-up share capital of each of the Companies;



d)

it is a condition precedent of the Indenture that the Pledgor enters into this Agreement and hereby secures the Secured Obligations (as defined below); and



e)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first priority security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Dividends" means all dividends in cash or in kind and all interest paid or payable after the date hereof on the Shares and the Subsequent Instruments or any of them;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

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"Proceeds" means the proceeds from the sale of Security Assets, together with any moneys received by the Security Trustee in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

"Secured Parties" means each and all of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Shares, the Subsequent Instruments, the Dividends and the Proceeds;

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture;

"Shares" means all shares presently issued by the Companies and represented by the Share Certificates;

"Share Certificates" means the share certificates representing the Shares; and

"Subsequent Instruments" means all shares, certificates, convertible debt instruments and other securities, rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Shares or in substitution or exchange for any of the Shares;

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted;



b)

a person includes its successors and assigns; and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside upon the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE OF SECURITY ASSETS

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorised representative of the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first priority pledge to secure the due and punctual performance of the Secured Obligations.

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3.     PERFECTION OF SECURITY

3.1

The Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Share Certificates duly endorsed in blank or procure that such delivery is made in accordance with Clause 3.4 below. Should any shares be issued in the future, the Pledgor shall promptly deliver to a third party as directed by the Security Trustee any share certificates evidencing such shares duly endorsed in blank together with any coupons and another documents pertaining thereto.



3.2

The Pledgor shall notify each Company of the pledge over the Shares created by this Agreement by sending a notice to each of the Companies in the form set out in Schedule 1, and procure that each of the Companies acknowledges receipt of such notice and registers the pledge created by this Agreement in the share register of each of the Companies. The Pledgor shall further procure that each of the Companies provides a certified copy of their share registers to the Security Trustee.



3.3

Upon the issue of any Subsequent Instrument, the Pledgor shall promptly deliver to a third party as directed by the Security Agent or procure the delivery to a third party as directed by the Security Agent of all documents of title in respect of such Subsequent Instrument together with such other documents as the Security Agent in its absolute discretion may consider appropriate.



3.4

On the Closing Date the Pledgor shall procure



a)

that a third party as directed by the Security Trustee receives from Nordea all Share Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the Share Certificates as duly authorised representative of the Secured Parties;



b)

that Nordea notifies the Companies of the release of the Nordea Pledge over the Shares;



c)

that the Companies register the release of the Nordea Pledge in their share registers; and



d)

that the Companies provide a certified copy of their share registers to the Security Trustee.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

the Pledgor is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorise the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first priority pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;

4

f)

all necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets;



h)

the Companies are limited liability companies duly incorporated and validly existing under the laws of Sweden;



i)

the Shares represent 100 per cent of all the issued shares of each of the Companies;



j)

the Shares have been fully paid up; and



k)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances and any options or rights of pre-emption.



4.2

The representations and warranties set out in Clause 4.1 are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not sell, transfer or otherwise dispose of the Security Assets or any part thereof or interest therein or permit the same to occur;



b)

not grant any option in the Security Assets;



c)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement);



d)

immediately on conversion of any Security Assets from certificated to uncertificated form, give such instructions or directions, including but not limited to a notification to VPC Värdepapperscentralen AB, as the Security Trustee may require in order to protect and preserve the pledge to the Secured Parties;



e)

immediately upon the issue of any Subsequent Instruments, deliver to the Security Trustee or procure the delivery to the Security Trustee of documents of title in respect of such Subsequent Instruments together with such other documents as the Security Trustee in its absolute discretion may consider appropriate;



f)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement; and



g)

the Pledgor shall, and shall procure that the Companies shall, at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavours to obtain third party consent where such consent is required in order to give full effect to such act or document.

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6.     EXERCISE OF SHAREHOLDER RIGHTS

6.1

Provided that no Default or Event of Default has occurred, the Pledgor shall be entitled to exercise or cause to be exercised any voting rights and the right to receive Dividends attached to the Security Assets.



6.2

The Pledgor shall not, except as permitted by the terms of the Indenture, without the prior written consent of the Security Trustee, vote for any resolution of the shareholders of any of the Companies, and shall procure that the directors of any of the Companies shall not, except as permitted by the terms of the Indenture, without such consent vote for any resolution of the board of any of the Companies



a)

authorising an issue of Subsequent Instruments or a redemption of Security Assets;



b)

for the liquidation or winding up of any of the Companies (unless required by mandatory legislation);



c)

for the commencement of proceedings or any other actions which may adversely affect the effectiveness or value of the Security Assets;



d)

which would impede the ability of the Security Trustee to transfer the security granted hereunder in accordance with this Agreement; or



e)

which would in any way be inconsistent with the provisions of the Finance Documents.



6.3

Upon the occurrence of and during the continuance of a Default or Event of Default, the Security Trustee shall have the exclusive right to (i) exercise or cause to be exercised any voting rights and (ii) receive any Dividends which may be applied by the Security Trustee as though they were Proceeds.



6.4

The Pledgor shall issue irrevocable powers of attorney to the Security Trustee in form and substance satisfactory to the Security Trustee as set out in Schedule 2, authorising the Security Trustee to vote for the Shares at shareholders' meetings of the Companies. The powers of attorney shall be renewed annually at the request of the Security Trustee. The Pledgor shall further promptly furnish the Security Trustee with copies of notices of shareholders' meetings and all other corporate documents which the Pledgor receives in its capacity as a shareholder of the Companies.



6.5

The Pledgor hereby irrevocably and unconditionally undertakes to refrain from making use of any pre-emption rights or other such rights under the articles of association of any of the Companies or any agreement that the Pledgor may have in relation to or following the sale of the Security Assets or any of them pursuant to this Agreement.

7.     CONTINUING SECURITY

7.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



7.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, moneys or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.

6

7.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

8.     ENFORCEMENT OF PLEDGE

8.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee may, in addition to any other remedies provided herein or in the Indenture or by applicable law, sell the Shares or any part thereof to a third party, for cash or other value, publicly or privately in such manner and on such terms, acting with due care, as the Security Trustee in its sole discretion deems fit, after the Security Trustee has given the Pledgor seven (7) business days prior notice of the time and place of any public sale or, as the case may be, the time after which a private sale may be made, and the Security Trustee shall not be liable for any loss arising from or in connection with the realisation of the Shares or any part thereof provided that it has acted with due care.



8.2

All costs and expenses (including legal fees) incurred by the Security Trustee and the Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



8.3

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to the this Agreement.



8.4

All moneys received by the Security Trustee in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



8.5

For the purpose of enforcing the security created by this Agreement upon the occurrence of a Default or an Event of Default, the Pledgor irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets. The power of attorney set out in this Clause 8.5 and Schedule 3 shall be valid for as long as this Agreement remains in force.

9.     DISCHARGE OF SECURITY ASSETS

9.1

Subject to Clause 7.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor transfer to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



9.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



9.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Share Certificates to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

7

10.   THE SECURITY TRUSTEE

10.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties and shall, when exercising its rights and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



10.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

11.   WAIVERS

11.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document; and/or



b)

to be indemnified by any other person

and any such person is hereby irrevocably released from all obligations in respect of such a claim.

8

11.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party:



a)

any time or waiver granted to, or composition with, any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any other person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



11.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy preclude any other or further exercise under this Agreement of that or any other right or remedy.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement or (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.



12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or

9

e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).



13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:

the Pledgor:

Swebus Fastigheter AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

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the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB

Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second business day or, in the case of airmail, the fifth business day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid;

provided that a notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.

15.   GOVERNING LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw. lagakraftvunnen) judgment or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the court of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

Swebus Fastigheter AB

The Security Trustee

Deutsche Trustee Company Limited
on its own behalf and as duly authorised
representative for each of the Secured Parties

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We hereby acknowledge that we have been notified of the content of this Agreement:

The Companies

ALPUS AB

ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB

MALMFÄLTENS OMNIBUS AB

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Schedule 1

To: Each of the Companies

FORM OF NOTICE

Dear Sirs,

        This is to notify you that under a pledge agreement between ourselves and Deutsche Trustee Company Limited on its own behalf and on behalf of the Secured Parties (the Security Trustee) dated [insert date] 2004 (the Pledge Agreement) we have pledged to the Security Trustee all our rights, title and interest in all issued and outstanding shares of [insert name of relevant companies] (the Companies) and all other shares issued by each of the Companies from time to time owned by ourselves (the Shares) together with all dividends and other distributions and interest paid or payable after the date hereof on the Shares and all certificates, shares, securities (including any convertible debt instruments, warrants or the dividends or interest thereon), rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of the Shares or in substitution or exchange for the Shares (the Subsequent Instruments).

        The pledge created by the Pledge Agreement shall be registered in the share register of each of the Companies and the Security Trustee shall be registered as having the rights to the Shares and the Subsequent Instruments as set out above. Please note that any dividend on the Shares shall be paid to ourselves until other instructions are given to you by the Security Trustee.

        We kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to each of the Security Trustee and ourselves.

[place], [date]

Swebus Fastigheter AB

Name:

We hereby acknowledge receipt of this letter and confirm that the pledge has been noted in the share register. We further confirm that we will pay all dividends and other distributions to the Security Trustee when so instructed in writing by the Security Trustee.

[Place], [Date]

Name:

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Schedule 2

Form of Power of Attorney

        This power of attorney is issued pursuant to a pledge agreement dated [    ], 2004 (the "Pledge Agreement") made between Swebus Fastigheter AB (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the secured parties (the "Security Trustee").

        The Pledgor hereby empowers any person duly appointed by the Security Trustee to attend all general meetings of the shareholders of [company](corporate identity no. [    ]) as the Pledgor's representative and to vote at such general meeting for all shares in the company owned by the Pledgor.

        This power of attorney is irrevocable and will exclude the Pledgor from exercising the voting rights at the general meetings of the shareholders of the company.

        This power of attorney shall become effective form the date it is signed and it shall remain in force for one year from such date.

Date:

Swebus Fastigheter AB

Name:

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Schedule 3

POWER OF ATTORNEY

        This power of attorney is issued pursuant to a pledge agreement dated [    ], 2004 (the "Pledge Agreement") made between Swebus Fastigheter AB (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the Secured Parties (the "Security Trustee").

        The Pledgor hereby, upon the occurrence of a Default or an Event of Default as defined in Pledge Agreement, irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets.

        This power of attorney shall become effective form the date it is signed and it shall be valid for as long as the Pledge Agreement remains in force.

        Date:

        Name:

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QuickLinks

SHARE PLEDGE AGREEMENT dated 22 January, 2004 between SWEBUS FASTIGHETER AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Alpus AB, Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB

EX-10.8

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Exhibit 10.8

SHARE PLEDGE AGREEMENT

dated 22 January, 2004

between

Concordia Bus Nordic Holding AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

in respect of shares in

Concordia Bus Nordic AB (publ)

ADVOKATFIRMAN LINDAHL

        THIS SHARE PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

Concordia Bus Nordic Holding AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556028-1122, (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorised representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time).

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus AB, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O. Schoyen Bilcentraler AS as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January, 2004 ("the Guarantee") in favour of the Holders (as defined below); the Trustee and the Security Trustee;



c)

the Pledgor has on this day become the owner of 160,000 shares of the Issuer representing 100 per cent of the registered and paid-up share capital of the Issuer through a shareholders contribution by its parent Concordia Bus AB; and



d)

it is a condition precedent of the Indenture that the Pledgor enters into this Agreement and hereby secures the Secured Obligations (as defined below).

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Dividends" means all dividends in cash or in kind and all interest paid or payable after the date hereof on the Shares and the Subsequent Instruments or any of them;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Proceeds" means the proceeds from the sale of Security Assets, together with any moneys received by the Security Trustee in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

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"Secured Parties" means each and all of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Shares, the Subsequent Instruments, the Dividends and the Proceeds;

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture;

"Shares" means all shares presently issued by the Issuer and represented by the Share Certificates;

"Share Certificates" means the share certificates representing the Shares; and

"Subsequent Instruments" means all shares, certificates, convertible debt instruments and other securities, rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Shares or in substitution or exchange for any of the Shares;

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted;



b)

a person includes its successors and assigns; and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE OF SECURITY ASSETS

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorised representative of the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first priority pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF SECURITY

3.1

The Pledgor shall immediately upon the execution of this Agreement



a)

deliver to a third party as directed by the Security Trustee all Share Certificates duly endorsed in blank, whereupon a third party as directed by the Security Trustee shall hold the Share Certificates as duly authorised representative of the Secured Parties;



b)

notify the Issuer of the pledge over the Shares created hereby in accordance with Schedule 1;

c)

procure that the Issuer registers the pledge created by this Agreement in its share register, noting the name and address of the Security Trustee; and

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d)

procure that the Issuer provides a certified copy of its share register to the Security Trustee.



3.2

Should any shares be issued in the future, the Pledgor shall promptly deliver to a third party as directed by the Security Trustee any share certificates evidencing such shares duly endorsed in blank together with any coupons and any other documents pertaining thereto.



3.3

Upon the issue of any Subsequent Instrument, the Pledgor shall promptly deliver to a third party as directed by the Security Agent or procure the delivery to the Security Agent of all documents of title in respect of such Subsequent Instrument together with such other documents as the Security Agent in its absolute discretion may consider appropriate.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

the Pledgor is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorise the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first priority pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets:



h)

the Issuer is a limited liability company duly incorporated and validly existing under the laws of Sweden;



i)

the Shares represent 100 per cent of all the issued shares of the Issuer;



j)

the Shares have been fully paid up; and



k)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances and any options or rights of pre-emption.



4.2

The representations and warranties set out in Clause 4.1 are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

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5.     COVENANTS

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not sell, transfer or otherwise dispose of the Security Assets or any part thereof or interest therein or permit the same to occur;



b)

not grant any option in the Security Assets;



c)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement);



d)

immediately on conversion of any Security Assets from certificated to uncertificated form, give such instructions or directions, including but not limited to a notification to VPC Värdepapperscentralen AB, as the Security Trustee may require in order to protect and preserve the pledge to the Secured Parties;



e)

immediately upon the issue of any Subsequent Instruments, deliver to the Security Trustee or procure the delivery to the Security Trustee of documents of title in respect of such Subsequent Instruments together with such other documents as the Security Trustee in its absolute discretion may consider appropriate;



f)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement; and



g)

the Pledgor shall, and shall procure that the Issuer shall, at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavours to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     EXERCISE OF SHAREHOLDER RIGHTS

6.1

Provided that no Default or Event of Default has occurred, the Pledgor shall be entitled to exercise or cause to be exercised any voting rights and the right to receive Dividends attached to the Security Assets.



6.2

The Pledgor shall not, except as permitted by the terms of the Indenture, without the prior written consent of the Security Trustee, vote for any resolution of the shareholders of the Issuer, and shall procure that the directors of the Issuer shall not, except as permitted by the terms of the Indenture, without such consent vote for any resolution of the board of the Issuer



a)

authorising an issue of Subsequent Instruments or a redemption of Security Assets;



b)

for the liquidation or winding up of the Issuer (unless required by mandatory legislation);



c)

for the commencement of proceedings or any other actions which may adversely affect the effectiveness or value of the Security Assets;



d)

which would impede the ability of the Security Trustee to transfer the security granted hereunder in accordance with this Agreement; or

5

e)

which would in any way be inconsistent with the provisions of the Finance Documents.



6.3

Upon the occurrence and during the continuance of a Default or Event of Default, the Security Trustee shall have the exclusive right to (i) exercise or cause to be exercised any voting rights and (ii) receive any Dividends which may be applied by the Security Trustee as though they were Proceeds.



6.4

The Pledgor shall issue irrevocable powers of attorney to the Security Trustee in form and substance satisfactory to the Security Trustee as set out in Schedule 2, authorising the Security Trustee to vote for the Shares at shareholders' meetings of the Issuer. The powers of attorney shall be renewed annually at the request of the Security Trustee. The Pledgor shall further promptly furnish the Security Trustee with copies of notices of shareholders' meetings and all other corporate documents which the Pledgor receives in its capacity as a shareholder of the Issuer.



6.5

The Pledgor hereby irrevocably and unconditionally undertakes to refrain from making use of any pre-emption rights or other such rights under the articles of association of the Issuer or any agreement that the Pledgor may have in relation to or following the sale of the Security Assets or any of them pursuant to this Agreement.

7.     CONTINUING SECURITY

7.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



7.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, moneys or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.



7.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

8.     ENFORCEMENT OF PLEDGE

8.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee may, in addition to any other remedies provided herein or in the Indenture or by applicable law, sell the Shares or any part thereof to a third party, for cash or other value, publicly or privately in such manner and on such terms, acting with due care, as the Security Trustee in its sole discretion deems fit, after the Security Trustee has given the Pledgor seven (7) business days prior notice of the time and place of any public sale or, as the case may be, the time after which a private sale may be made, and the Security Trustee shall not be liable for any loss arising from or in connection with the realisation of the Shares or any part thereof provided that it has acted with due care.

6

8.2

All costs and expenses (including legal fees) incurred by the Security Trustee and the Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



8.3

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.



8.4

All moneys received by the Security Trustee in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



8.5

For the purpose of enforcing the security created by this Agreement upon the occurrence of a Default or an Event of Default, the Pledgor irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets. The power of attorney set out in this Clause 8.5 and Schedule 3 shall be valid for as long as this Agreement remains in force.

9.     DISCHARGE OF SECURITY ASSETS

9.1

Subject to Clause 7.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor transfer to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



9.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



9.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Share Certificates to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

10.   THE SECURITY TRUSTEE

10.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties and shall, when exercising its rights and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



10.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

7

11.   WAIVERS

11.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document; and/or



b)

to be indemnified by any other person

and any such person is hereby irrevocably released from all obligations in respect of such a claim.

11.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party:



a)

any time or waiver granted to, or composition with, any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any other person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



11.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy preclude any other or further exercise under this Agreement of that or any other right or remedy.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.

8

12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).



13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.

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14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:

the Pledgor:

Concordia Bus Nordic Holding
c/o Swebus AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB

Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second business day or, in the case of airmail, the fifth business day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid;

provided that a notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.

15.   GOVERNING LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw. lagakraftvunnen) judgment or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the court of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance

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Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

Concordia Bus Nordic Holding AB

The Security Trustee

Deutsche Trustee Company Limited
on its own behalf and as duly authorised
representative for each of the Secured Parties

We hereby acknowledge that we have been notified of the content of this Agreement:

The Issuer

CONCORDIA BUS NORDIC AB (PUBL)

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Schedule 1

To: Concordia Bus Nordic AB (publ)

FORM OF NOTICE

Dear Sirs,

        This is to notify you that under a pledge agreement between ourselves and Deutsche Trustee Company Limited on its own behalf and on behalf of the Secured Parties (the Security Trustee) dated [insert date] 2004 (the Pledge Agreement) we have pledged to the Security Trustee all our rights, title and interest in all issued and outstanding shares of Concordia Bus Nordic AB (publ) (the Company) and all other shares issued by the Company from time to time owned by ourselves (the Shares) together with all dividends and other distributions and interest paid or payable after the date hereof on the Shares and all certificates, shares, securities (including any convertible debt instruments, warrants or the dividends or interest thereon), rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of the Shares or in substitution or exchange for the Shares (the Subsequent Instruments).

        The pledge created by the Pledge Agreement shall be registered in the share register of the Company and the Security Trustee shall be registered as having the rights to the Shares and the Subsequent Instruments as set out above. Please note that any dividend on the Shares shall be paid to ourselves until other instructions are given to you by the Security Trustee.

        We kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to each of the Security Trustee and ourselves.

[place], [date]

Concordia Bus Nordic Holding AB

Name:

We hereby acknowledge receipt of this letter and confirm that the pledge has been noted in the share register. We further confirm that we will pay all dividends and other distributions to the Security Trustee when so instructed in writing by the Security Trustee.

[Place], [Date]

Name:

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Schedule 2

Form of Power of Attorney

        This power of attorney is issued pursuant to a pledge agreement dated [                        ], 2004 (the "Pledge Agreement") made between Concordia Bus Nordic Holding AB (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the Secured Parties (the "Security Trustee").

        The Pledgor hereby empowers any person duly appointed by the Security Trustee to attend all general meetings of the shareholders of Concordia Bus Nordic AB (publ) (corporate identity no. 556031-8569) as the Pledgor's representative and to vote at such general meeting for all shares in the company owned by the Pledgor.

        This power of attorney is irrevocable and will exclude the Pledgor from exercising the voting rights at the general meetings of the shareholders of the company.

        This power of attorney shall become effective form the date it is signed and it shall remain in force for one year from such date.

Date:

Name:

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Schedule 3

POWER OF ATTORNEY

        This power of attorney is issued pursuant to a pledge agreement dated [                        ], 2004 (the "Pledge Agreement") made between Concordia Bus Nordic Holding AB (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the Secured Parties (the "Security Trustee").

        The Pledgor hereby, upon the occurrence of a Default or an Event of Default as defined in Pledge Agreement, irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets.

        This power of attorney shall become effective form the date it is signed and it shall be valid for as long as the Pledge Agreement remains in force.

Date:

Name:

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QuickLinks

SHARE PLEDGE AGREEMENT dated 22 January, 2004 between Concordia Bus Nordic Holding AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Concordia Bus Nordic AB (publ)

EX-10.9

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Exhibit 10.9

SHARE PLEDGE AGREEMENT

dated 22 January, 2004

between

CONCORDIA BUS NORDIC AB (PUBL)

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

in respect of shares in

Swebus Express AB, Interbus AB, Swebus AB,
Swebus Fastigheter AB and Swebus Busco AB

ADVOKATFIRMAN LINDAHL

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        THIS SHARE PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

CONCORDIA BUS NORDIC AB (PUBL) (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556031-8569), (the "Pledgor"); and



(2)

Deutsche Trustee Company Limited of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorised representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time).

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus AB, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Pledgor has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor owns 5,000 shares of Swebus Express AB (corporate identity no 556358-3276), 5,000 shares of Interbus AB (corporate identity no 556097-8990), 3,000 shares of Swebus AB (corporate identity no 556057-0128), 10,000 shares of SWEBUS FASTIGHETER Aktiebolag (corporate identity no 556031-3354) and 1,000 shares of Swebus BusCo AB (corporate identity no 556583-0527) (the "Companies", and each of them a "Company"), representing 100 per cent of the registered and paid-up share capital of each of the Companies;



c)

it is a condition precedent of the Indenture that the Pledgor enters into this Agreement and hereby secures the Secured Obligations (as defined below); and



d)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first priority security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Dividends" means all dividends in cash or in kind and all interest paid or payable after the date hereof on the Shares and the Subsequent Instruments or any of them;

"Finance Documents" means the Security Documents and the Indenture;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

"Proceeds" means the proceeds from the sale of Security Assets, together with any moneys received by the Security Trustee in respect of the Security Assets, after deduction of all costs

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and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor to any of the Secured Parties under or pursuant to the Finance Documents, in each case together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents;

"Secured Parties" means each and all of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Shares, the Subsequent Instruments, the Dividends and the Proceeds;

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture;

"Shares" means all shares presently issued by the Companies and represented by the Share Certificates;

"Share Certificates" means the share certificates representing the Shares; and

"Subsequent Instruments" means all shares, certificates, convertible debt instruments and other securities, rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Shares or in substitution or exchange for any of the Shares;

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted;



b)

a person includes its successors and assigns; and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside upon the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE OF SECURITY ASSETS

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorised representative of the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first priority pledge to secure the due and punctual performance of the Secured Obligations.

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3.     PERFECTION OF SECURITY

3.1

The Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Share Certificates duly endorsed in blank or procure that such delivery is made in accordance with Clause 3.4 below. Should any shares be issued in the future, the Pledgor shall promptly deliver to a third party as directed by the Security Trustee any share certificates evidencing such shares duly endorsed in blank together with any coupons and another documents pertaining thereto.



3.2

The Pledgor shall notify each Company of the pledge over the Shares created by this Agreement by sending a notice to each of the Companies in the form set out in Schedule 1, and procure that each of the Companies acknowledges receipt of such notice and registers the pledge created by this Agreement in the share register of each of the Companies. The Pledgor shall further procure that each of the Companies provides a certified copy of their share registers to the Security Trustee.



3.3

Upon the issue of any Subsequent Instrument, the Pledgor shall promptly deliver to a third party as directed by the Security Agent or procure the delivery to the third party as directed by the Security Agent of all documents of title in respect of such Subsequent Instrument together with such other documents as the Security Agent in its absolute discretion may consider appropriate.



3.4

On the Closing Date the Pledgor shall procure



a)

that a third party as directed by the Security Trustee receives from Nordea all Share Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the Share Certificates as duly authorised representative of the Secured Parties;



b)

that Nordea notifies the Companies of the release of the Nordea Pledge over the Shares;



c)

that the Companies register the release of the Nordea Pledge in their share registers; and



d)

that the Companies provide a certified copy of their share registers to the Security Trustee.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

the Pledgor is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorise the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first priority pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;

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f)

all necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets;



h)

the Companies are limited liability companies duly incorporated and validly existing under the laws of Sweden;



i)

the Shares represent 100 per cent of all the issued shares of each of the Companies;



j)

the Shares have been fully paid up; and



k)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances and any options or rights of pre-emption.



4.2

The representations and warranties set out in Clause 4.1 are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not sell, transfer or otherwise dispose of the Security Assets or any part thereof or interest therein or permit the same to occur;



b)

not grant any option in the Security Assets;



c)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement);



d)

immediately on conversion of any Security Assets from certificated to uncertificated form, give such instructions or directions, including but not limited to a notification to VPC Värdepapperscentralen AB, as the Security Trustee may require in order to protect and preserve the pledge to the Secured Parties;



e)

immediately upon the issue of any Subsequent Instruments, deliver to the Security Trustee or procure the delivery to the Security Trustee of documents of title in respect of such Subsequent Instruments together with such other documents as the Security Trustee in its absolute discretion may consider appropriate;



f)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement; and



g)

the Pledgor shall, and shall procure that the Companies shall, at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavours to obtain third party consent where such consent is required in order to give full effect to such act or document.

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6.     EXERCISE OF SHAREHOLDER RIGHTS

6.1

Provided that no Default or Event of Default has occurred, the Pledgor shall be entitled to exercise or cause to be exercised any voting rights and the right to receive Dividends attached to the Security Assets.



6.2

The Pledgor shall not, except as permitted by the terms of the Indenture, without the prior written consent of the Security Trustee, vote for any resolution of the shareholders of any of the Companies, and shall procure that the directors of any of the Companies shall not, except as permitted by the terms of the Indenture, without such consent vote for any resolution of the board of any of the Companies



a)

authorising an issue of Subsequent Instruments or a redemption of Security Assets;



b)

for the liquidation or winding up of any of the Companies (unless required by mandatory legislation);



c)

for the commencement of proceedings or any other actions which may adversely affect the effectiveness or value of the Security Assets;



d)

which would impede the ability of the Security Trustee to transfer the security granted hereunder in accordance with this Agreement; or



e)

which would in any way be inconsistent with the provisions of the Finance Documents.



6.3

Upon the occurrence of and during the continuance of a Default or Event of Default, the Security Trustee shall have the exclusive right to (i) exercise or cause to be exercised any voting rights and (ii) receive any Dividends which may be applied by the Security Trustee as though they were Proceeds.



6.4

The Pledgor shall issue irrevocable powers of attorney to the Security Trustee in form and substance satisfactory to the Security Trustee as set out in Schedule 2 authorising the Security Trustee to vote for the Shares at shareholders' meetings of the Companies. The powers of attorney shall be renewed annually at the request of the Security Trustee. The Pledgor shall further promptly furnish the Security Trustee with copies of notices of shareholders' meetings and all other corporate documents which the Pledgor receives in its capacity as a shareholder of the Companies.



6.5

The Pledgor hereby irrevocably and unconditionally undertakes to refrain from making use of any pre-emption rights or other such rights under the articles of association of any of the Companies or any agreement that the Pledgor may have in relation to or following the sale of the Security Assets or any of them pursuant to this Agreement.

7.     CONTINUING SECURITY

7.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



7.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, moneys or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.

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7.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

8.     ENFORCEMENT OF PLEDGE

8.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee may, in addition to any other remedies provided herein or in the Indenture or by applicable law, sell the Shares or any part thereof to a third party, for cash or other value, publicly or privately in such manner and on such terms, acting with due care, as the Security Trustee in its sole discretion deems fit, after the Security Trustee has given the Pledgor seven (7) business days prior notice of the time and place of any public sale or, as the case may be, the time after which a private sale may be made, and the Security Trustee shall not be liable for any loss arising from or in connection with the realisation of the Shares or any part thereof provided that it has acted with due care.



8.2

All costs and expenses (including legal fees) incurred by the Security Trustee and the Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



8.3

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.



8.4

All moneys received by the Security Trustee in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



8.5

For the purpose of enforcing the security created by this Agreement upon the occurrence of a Default or an Event of Default, the Pledgor irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets. The power of attorney set out in this Clause 8.5 and Schedule 3 shall be valid for as long as this Agreement remains in force.

9.     DISCHARGE OF SECURITY ASSETS

9.1

Subject to Clause 7.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor transfer to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



9.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



9.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Share Certificates to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

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10.   THE SECURITY TRUSTEE

10.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties and shall, when exercising its rights and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



10.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

11.   WAIVERS

11.1

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party:



a)

any time or waiver granted to, or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any other person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



11.2

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy preclude any other or further exercise under this Agreement of that or any other right or remedy.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement or (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially

8

determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.

12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).



13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

9

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:

the Pledgor:

Concordia Bus Nordic AB (publ)
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB

Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second business day or, in the case of airmail, the fifth business day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid;

provided that a notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.

15.   GOVERNING LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement Agreement and that any final (Sw. lagakraftvunnen) judgment or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the court of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

10

Signatories

The Pledgor

Concordia Bus Nordic AB (publ)

The Security Trustee

Deutsche Trustee Company Limited

on its own behalf and as duly authorised
representative for each of the Secured Parties

We hereby acknowledge that we have been notified of the content of this Agreement:

The Companies

SWEBUS FASTIGHETER AB

SWEBUS AB

SWEBUS EXPRESS AB

INTERBUS AB

SWEBUS BUSCO AB

11

Schedule 1

To: Each of the Companies

FORM OF NOTICE

Dear Sirs,

        This is to notify you that under a pledge agreement between ourselves and Deutsche Trustee Company Limited on its own behalf and on the behalf of the Secured Parties (the Security Trustee) dated 22 January, 2004 (the Pledge Agreement) we have pledged to the Security Trustee all our rights, title and interest in all issued and outstanding shares of [insert name of relevant companies] (the Companies) and all other shares issued by each of the Companies from time to time owned by ourselves (the Shares) together with all dividends and other distributions and interest paid or payable after the date hereof on the Shares and all certificates, shares, securities (including any convertible debt instruments, warrants or the dividends or interest thereon), rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of the Shares or in substitution or exchange for the Shares (the Subsequent Instruments).

        The pledge created by the Pledge Agreement shall be registered in the share register of each of the Companies and the Security Trustee shall be registered as having the rights to the Shares and the Subsequent Instruments as set out above. Please note that any dividend on the Shares shall be paid to ourselves until other instructions are given to you by the Security Trustee.

        We kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to each of the Security Trustee and ourselves.

[place], [date]

Concordia Bus Nordic AB (publ)

Name:

We hereby acknowledge receipt of this letter and confirm that the pledge has been noted in the share register. We further confirm that we will pay all dividends and other distributions to the Security Trustee when so instructed in writing by the Security Trustee.

[Place], [Date]

Name:

12

Schedule 2

Form of Power of Attorney

        This power of attorney is issued pursuant to a pledge agreement dated 22 January, 2004 (the "Pledge Agreement") made between Concordia Bus Nordic AB (publ) (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the secured parties (the "Security Trustee").

        The Pledgor hereby empowers any person duly appointed by the Security Trustee to attend all general meetings of the shareholders of [company] (corporate identity no. [    ]) as the Pledgor's representative and to vote at such general meeting for all shares in the company owned by the Pledgor.

        This power of attorney is irrevocable and will exclude the Pledgor from exercising the voting rights at the general meetings of the shareholders of the company.

        This power of attorney shall become effective form the date it is signed and it shall remain in force for one year from such date.

Date:

Concordia Bus Nordic AB (publ)

Name:

13

Schedule 3

POWER OF ATTORNEY

        This power of attorney is issued pursuant to a pledge agreement dated 22 January, 2004 (the "Pledge Agreement") made between Concordia Bus Nordic AB (publ) (the "Pledgor") and Deutsche Trustee Company Limited on its own behalf and as duly authorized representative of the Secured Parties (the "Security Trustee").

        The Pledgor hereby, upon the occurrence of a Default or an Event of Default as defined in Pledge Agreement, irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets.

        This power of attorney shall become effective form the date it is signed and it shall be valid for as long as the Pledge Agreement remains in force.

Date:

Name:

14

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SHARE PLEDGE AGREEMENT dated 22 January, 2004 between CONCORDIA BUS NORDIC AB (PUBL) as Pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of shares in Swebus Express AB, Interbus AB, Swebus AB, Swebus Fastigheter AB and Swebus Busco AB

EX-10.10

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Exhibit 10.10

PLEDGE AGREEMENT

made on 22 January 2004

between

CONCORDIA BUS NORDIC AB (PUBL)

as Pledgor

and

DEUTSCHE TRUSTEE COMPANY LIMITED

as Security Trustee

Hannes Snellman
Helsinki

PLEDGE AGREEMENT

        THIS AGREEMENT is dated 22 January 2004 and made between:

(1)

CONCORDIA BUS NORDIC AB (PUBL), a public limited liability company duly organised under the laws of Sweden and registered under the corporate identity number 556031-8569 in the Swedish Trade Register (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED, a duly authorised representative of each of the Secured Parties (the "Security Trustee").

WHEREAS

(a)

By an indenture made between the Pledgor and the Deutsche Bank Trust Company America as trustee (the "Trustee"), dated 22 January 2004 (the "Indenture") the Pledgor has issued senior secured notes in the initial aggregate principal amount of EUR 130,000,000 (the "Notes").



(b)

The Pledgor owns 2,000 shares of Concordia Bus Finland Oy Ab, a limited liability company duly organised under the laws of Finland (business identity code 0505988-8) (the "Company"). The Pledgor's 2,000 shares represent 100 per cent of the registered and paid-up share capital of the Company.



(c)

It is a condition precedent of the Indenture that the Pledgor enters into this Agreement and hereby secures the Secured Liabilities.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Additional Shares" means any future shares of the Company at any time legally and beneficially acquired and owned by the Pledgor in addition to or in exchange or substitution or replacement of all or any of the Original Shares.

"Ancillary Rights" means all rights (including, without limitation, the Voting Rights, but other than the Distribution Rights) conferred by Finnish law upon the holders of shares, such as the right to receive any and all notices convening a general meeting of shareholders of the company and the right to attend and address such meetings (Fi: Hallinnoimisoikeudet), as well as any rights of holders of shares in the Company under the Articles.

"Articles" means the articles of association of the Company as currently in force.

"Distribution Rights" means the Dividends and any stocks, shares, rights, securities, money or property accruing or offered by way of redemption, bonus, preference, option rights, share premium reserves to or in respect of all allotments, offers, rights, benefits and advantages whatsoever occurring, offered or arising at any time in respect of any Shares (Fi: Varallisuuspitoiset oikeudet).

"Dividends" means any dividends or interest paid or payable or made after the date of this Agreement on or in respect of any Shares.

"Event of Default" means any event which constitutes an Event of Default as defined in the Indenture.

"Finance Documents" means the Indenture and the Security Documents (as defined in the Indenture).

2

"Holders" means, from time to time, the holders of the Notes.

"Original Shares" means all 2,000 shares presently issued by the Company.

"Related Rights" means the Distribution Rights and the Ancillary Rights.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent) of the Pledgor to any of the Secured Parties under or pursuant to the Finance Documents, in each case together with interest, all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents.

"Secured Parties" means each and all of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders.

"Security Assets" means the Shares and the Related Rights pertaining thereto.

"Security Period" means the period beginning on the date of this Agreement and ending on the date upon which all the Secured Liabilities which have arisen have been unconditionally and irrevocably paid and discharged in full.

"Shares" means the Original Shares and any Additional Shares of the Company.

"Share Certificate" means one (1) Share Certificate representing all the Original Shares.

"Voting Rights" means the voting rights pertaining to the Shares.

1.2

In this Agreement, unless the contrary intention appears, references to:



(a)

a provision of law is a reference to that provision as amended or re-enacted from time to time;



(b)

a person includes its successors, transferees and assigns;



(c)

any document, agreement or other instrument is a reference to that document, agreement or other instrument as from time to time amended, novated, varied, restated, replaced or supplemented, without limitation;



(d)

clause headings are inserted for convenience only and are to be ignored in construing this Agreement and, unless otherwise specified, all references to Clauses are to clauses of this Agreement;



(e)

unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa;



(f)

any party shall include that party's successors and permitted transferees and assigns;



(g)

the Security Trustee shall be construed as references to the same in its capacity as security trustee or collateral agent under the Indenture and/or the Security Trust Agreement and shall include any additional and/or successor security trustee or collateral agent, in each case acting in such capacity and on behalf of itself and the Secured Parties.



(h)

the Security Assets include, where the context so requires, references to all or any of the constituent parts thereof; and



(i)

such terms as "this Agreement", "hereunder", "herein" and "hereby" shall, where the context so requires, be construed as including references to any supplemental agreement.



1.3

Terms defined in the Finance Documents have the same meanings when used in this Agreement unless otherwise defined in this Agreement.

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1.4

If the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be recovered, avoided or otherwise set aside in the liquidation, corporate restructuring (Fi: Yrityssaneeraus) or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.    PLEDGE OF SECURITY ASSETS

2.1

As security for the due and punctual payment, discharge and performance of the Secured Liabilities the Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein:



(a)

pledges to the Secured Parties represented by the Security Trustee absolutely all rights, title and interest in and to the Original Shares and the Related Rights pertaining thereto; and



(b)

pledges in advance to the Secured Parties represented by the Security Trustee any Additional Shares and the Related Rights pertaining thereto. To the extent the pledge in advance referred to in this Clause 2.1 (b) is not effective under Finnish law, the Pledgor covenants with the Secured Parties to pledge to the Secured Parties any Additional Shares immediately upon their issue and the Related Rights pertaining thereto by way of a supplemental pledge.



2.2

Upon the occurrence of an Event of Default, the Secured Parties shall forthwith become entitled, solely and exclusively, to exercise and utilise any and all Related Rights pertaining to the Shares including the right to receive and retain all Dividends and to apply the proceeds thereof as provided in this Agreement.



2.3

Prior to an Event of Default, the Pledgor shall be entitled:



(a)

to exercise the Ancillary Rights in any manner and for any purpose not inconsistent with any provision of the Finance Documents. The Pledgor shall not, however, without the prior consent of the Security Trustee, exercise the Voting Rights in favour of resolutions having the effect of a violation of any of the undertakings referred to in Clause 4 or the liquidation, suspension of payment or bankruptcy of the Company except that where a mandatory provision of Finnish law requires a resolution referred herein the Pledgor is entitled to act without prior consent of the Security Trustee; and if a prior written consent of the Security Trustee is needed, the Pledgor shall advice the Security Trustee in writing at least ten (10) days prior to any general meeting of the shareholder of the Company of its intention to attend and vote and of how it intends to vote in the matters to be decided by the meeting and the Security Trustee shall be entitled, by sending a notice to the Pledgor in writing a minimum of five (5) days prior to the general meeting, to order the Pledgor to vote in the way advised by the Security Trustee in such notice of otherwise in writing. In the absence of any such further instructions from the Security Trustee, the Pledgor is entitled to vote as set forth in the abovementioned notice from the Pledgor to the Security Trustee.



(b)

to receive and utilise all Dividends in cash.

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3.    REPRESENTATIONS AND WARRANTIES

3.1

In addition and without prejudice to the representations and warranties of the Pledgor, or made in respect of the Pledgor or the Company, herein or in any of the other Finance Documents, the Pledgor represents and warrants to each of the Secured Parties that:

(a)

it is a public limited liability company, duly incorporated and validly existing under the laws of Sweden;



(b)

the Company is a limited liability company, duly incorporated and validly existing under the laws of Finland;



(c)

the Original Shares are duly authorized and validly issued, are fully paid up and constitute the entire outstanding issued share capital of the Company;



(d)

it is the sole holder and legal and beneficial owner of the Shares, has full title thereto and is entitled to pledge the Shares to the Secured Parties;



(e)

it has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the transactions contemplated by this Agreement;



(f)

this Agreement constitutes legally binding and valid obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



(g)

this Agreement constitutes a first priority right of pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party beneficiaries of the Pledgor;



(h)

all necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



(i)

there are no covenants or agreements, which adversely affect the Security Assets; and



(j)

other than as created under or pursuant to this Agreement the Security Assets are free from any encumbrance or attachment.



3.2

The representations and warranties set out in this Clause 3 are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each other date during the Security Period on which any of the representations or warranties set out in the Indenture are repeated with reference to the facts and circumstances then existing.

4.    UNDERTAKINGS

4.1

In addition and without prejudice to the undertakings of the Pledgor, or made in respect of the Pledgor or the Company, herein or in any of the other Finance Documents, the Pledgor hereby undertakes to the Secured Parties throughout the Security Period:



(a)

to deliver to and deposit with the Security Trustee, or as the Security Trustee may direct, for the benefit of the Secured Parties on the effective date of this agreement stated at the beginning of this agreement the Share Certificate and other documents of title or evidence of ownership or other rights in relation to the Shares, each such certificate or document duly endorsed in blank, to be held by the Security Trustee or its nominees on behalf of the Secured Parties;



(b)

to upon the request by the Security Trusteeprocure that the Company issues interim certificates or share certificates or any other documents of title or evidence of ownership

5

or other rights in relation to the Shares, duly endorsed in blank, to the extent such certificates have not been issued;

(c)

(c) to ensure that the Security Assets are free from any restrictions on transfer, save as provided by Finnish law and the Articles; and



(d)

to promptly notify the Security Trustee in writing of any attachment of the Security Assets and of any other fact or circumstance which may adversely affect the pledge created hereunder or any of the rights of the Secured Parties hereunder.



4.2

The Pledgor further undertakes to the Secured Parties throughout the Security Period without the prior written consent of the Security Trustee:



(a)

not to sell, transfer or otherwise dispose of the Security Assets or part thereof or agree to do any such thing;



(b)

not to create or permit to subsist any mortgage, charge, lien, assignment, encumbrance or other security interest or any interest, right or claim of third parties of any kind on, over, with respect to or otherwise affecting the whole or any part of the Security Assets or any part thereof (other than in favour of the Secured Parties) or agree to do any such thing;



(c)

not to take any action whereby the rights pertaining to the Shares are altered or diluted;



(d)

not to permit or suffer the Company to issue any new shares in the Company or to acquire or to reduce the issued share capital of the company by a cancellation of any Shares or the reduction of the nominal value thereof;



(e)

not to grant any option or other third party right in relation to the Shares; and



(i)

not to do or cause or permit to be done anything which adversely affects the interests of the Secured Parties hereunder, the validity or enforceability of the pledge created hereunder or (the value of) the Security Assets.

5.    CONTINUING SECURITY

5.1

The security constituted by this Agreement shall be a continuing security, shall continue in full force and effect during the Security Period and shall be in addition to and not adversely affect, or be adversely affected by any other Finance Document, and shall continue in force notwithstanding any intermediate payment or discharge in whole or in part of the Secured Liabilities until released in accordance with Section 14.



5.2

This Agreement is in addition to and is not in any way prejudiced by any present or future guarantee, Security Assets, lien or other security held by the Security Trustee or any other Secured Party.

5.3

The rights of the Secured Parties hereunder are in addition to and not exclusive of those provided by law.



5.4

Where any discharge is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is void or avoided or otherwise set aside or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Pledgor under this Agreement shall continue as if such discharge or arrangement had not occurred.

6.    ENFORCEMENT OF PLEDGE

In the event that the Pledgor fails to fulfil the Secured Liabilities or any part thereof, the Security Trustee shall have the right without a judgment or decision of the competent court

6

and without prior notice (provided that where the giving of such notice can in the opinion of the Security Trustee, to be exercised at its discretion, be done without prejudice to the rights or interests of the Secured Parties, no sale shall be undertaken without first giving the Pledgor ten (10) days prior notice) to cause the sale of the Security Assets or any part thereof, whether for cash, notes or other property, and upon such terms, all at the option and in the sole discretion of the Security Trustee, by public or private sale or through a broker or otherwise and to apply the same in or towards the Secured Liabilities or any part thereof, any costs that the Security Trustee or any other party may incur in connection with defending, protecting, preserving, collecting or enforcing the Security Assets or the Secured Parties' rights under this Agreement, all at the option and in the sole discretion of the Security Trustee, the balance, if any, being retained by the Security Trustee and applied in and towards payment of the Secured Liabilities as they fall due, provided that upon the full, unconditional and irrevocable discharge of all Secured Liabilities, any remaining proceeds shall be released to the Pledgor in accordance with Section 14 below.

Chapter 10, Section 2 of the Finnish Commercial Code (Fi: Kauppakaari) shall not be applicable to this Agreement.

7.    APPLICATION OF SECURITY ASSETS

To the extent not contrary to mandatory provisions of Finnish law, all moneys received by the Secured Parties hereunder shall, after the security hereby constituted shall have become enforceable but subject to the payment of any claims having priority to the pledge created hereunder, be applied by the Security Trustee in or towards payment of the Secured Liabilities or such part of them as is then due and payable in accordance with the Finance Documents.

8.    WAIVER OF DEFENCES

The obligations of the Pledgor under this Agreement shall not be affected by any act, omission or circumstance which but for this provision might operate to release or otherwise exonerate the Pledgor from its obligations under this Agreement or prejudice or diminish those obligations in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party:

(a)

any time or waiver granted to, or composition with, the Pledgor or any other person;



(b)

the taking, variation, compromise, exchange, renewal or release of or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Pledgor, or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



(b)

any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or in status of the Pledgor or any other person;



(c)

any variation (however fundamental) or replacement of a Finance Document or any other document or security, so that references to that Finance Document in this Clause shall include each variation or replacement thereafter from time to time;



(e)

any unenforceability, illegality, frustration or invalidity of any obligation of any person under any Finance Documents or any other documents or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity; and



(f)

any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Pledgor under a Finance Document resulting from any

7

re-organisation, composition, insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall be for the purposes of the Pledgor's obligations under this Agreement be construed as if there were no such circumstance.

9.    POWER OF ATTORNEY

9.1

The Pledgor for the benefit of the Secured Parties hereby irrevocably appoints the Security Trustee with full right of substitution to be its attorney and on its behalf and in its name or otherwise (as the attorney may decide) to sign, execute, seal, deliver, acknowledge, file, register and perfect any and all such agreements (including any agreements to which the Secured Parties themselves are parties) and other documents and to do any and all such acts and things as the Pledgor (as the case may be) itself could (or ought to) do in relation to the Security Assets or in relation to any matters dealt with in this Agreement that are or, in the opinion of the Security Trustee or any substitute, may be, necessary or desirable to give full effect to the purposes of this Agreement and the Pledgor will ratify and confirm whatever the attorney or any substitute shall do or cause to be done in pursuance of the powers conferred to it hereby.



9.2

The Security Trustee shall not have any obligation whatsoever to exercise any of the powers conferred upon it by Clause 9.1. No action taken by or omitted to be taken by the attorney or any substitute shall give rise to any defence, counterclaim or set-off against the Secured Parties or otherwise adversely affect any of the Secured Liabilities.



9.3

The Security Trustee will not exercise the powers conferred upon it by Clause 9.1 unless and until:



(a)

[it has received notice under the terms of [the Indenture/Security Trust Agreement] that] an Event of Default (as defined in the Indenture) has occurred which is continuing; or



(b)

the Pledgor has failed to comply with any of its obligations under this Agreement.

10.    EXPENSES AND INDEMNITY

10.1

The Pledgor shall on demand pay and indemnify each Secured Party in respect of all Secured Liabilities and expenses (including legal fees) incurred by it:



(a)

in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement; or



(b)

in the preservation or enforcement of its rights under this Agreement; or



(c)

on the release of any part of the Security Assets from the security created by this Agreement.



10.2

No Secured Party shall be liable for any losses arising in connection with the exercise or purported exercise of any of the Secured Parties' rights, power and discretion under this Agreement except for any losses arising due to gross negligence or wilful misconduct of such Secured Party.

11.    SET-OFF

If an Event of Default occurs and is continuing a Secured Party may set off any matured obligation owed by the Pledgor under any Finance Document against any obligation (whether or not matured) owed by that Secured Party to the Pledgor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different

8

currencies, the Secured Party may convert either obligation at its spot market rate of exchange in its usual course of business for the purpose of the set-off.

12.    INVALIDITY

Should any provision of this Agreement be or become invalid, void or unenforceable, all remaining provisions and terms hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. The parties hereto agree that they will negotiate in good faith and will replace the invalid, void or unenforceable provision with a valid and enforceable provision which reflects as much as possible the intention of the parties as referred in the provision thus replaced.

13.    NOTICES

13.1    Method

Every notice or other communication under this Agreement shall be given in writing in English and shall be made by letter or telefax..

13.2    Delivery

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective address given in Clause 13.3.

13.3    Addresses

The addresses and telefax numbers of the Security Trustee and the Pledgor are:

(A)

the Security Trustee

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB

Attention: The Managing Director
Telefax:: +44 207 547 6149

(B)

the Pledgor

Concordia Bus Nordic AB (publ)
Attention:

Address:
ifConcordia Bus Nordic AB
Solna Strandväg 78
SE-171 54 Solna
Sweden

Telephone:
Telefax:: +47 67 83 29 30

9

13.4    Deemed receipt

(a)

Any notice or other communication given by the Security Trustee will be deemed to have been received:



(i)

if by letter, on the fifth Business Day from dispatch thereof, and



(ii)

if by telefax, on the day of dispatch.

Provided that a notice given in accordance with the above but received on a day, which is not a business day or after normal business hours in the place of receipt, shall be deemed to have been received on the next business day.

(b)

Any notice or other communication given to the Security Trustee shall be deemed to have been given only on actual receipt.

14.    RELEASE OF THE SECURITY ASSETS

Upon the expiry of the Security Period and once the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full, the Security Trustee shall, at the request of the Pledgor and subject to the Security Trustee being indemnified in respect of its costs, release to the Pledgor all right, title and interest of the Secured Parties in or to the Security Assets and give such instructions and directions as the Pledgor may require in order to perfect such release.

15.    GOVERNING LAW, JURISDICTION

(a)

This Agreement shall be governed by and construed in accordance with Finnish law.



(b)

The courts of Finland shall have exclusive jurisdiction over matters arising of or in connection with this Agreement. The District Court of Helsinki shall be court of first instance.



(c)

The submission to the jurisdiction of Finnish Courts shall not limit the right of the Secured Parties to take proceedings against the Pledgor in any court, which may otherwise exercise jurisdiction of the Pledgor or any of its assets.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

CONCORDIA BUS NORDIC AB (PUBL)

By:

DEUTSCHE TRUSTEE COMPANY LIMITED

By:

10

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Exhibit 10.10

EX-10.11

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Exhibit 10.11

22 January 2004

FIRST PRIORITY
PLEDGE OF SHARES

between

CONCORDIA BUS NORDIC AB
as Pledgor

and

Deutsche Trustee Company Limited
as Security Trustee
as Pledgee

Related to a
€ 130,000,000
Indenture
dated 22 January 2004

THIS FIRST PLEDGE OF SHARES AGREEMENT (the "Pledge") is made on the 22 January 2004 between:

(1)

CONCORDIA BUS NORDIC AB, Solna Strandväg 78, SE-171 54 Solna Stockholm, Sweden, business enterprise no. 556031-8569 as pledgor (the "Pledgor"); and

(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (acting on behalf of itself and the Secured Parties as defined below) (the "Security Trustee").

WHEREAS:

(A)

By an indenture (the "Indenture") between Concordia Bus Nordic AB as issuer (the "Issuer"), certain guarantors and Deutsche Bank Trust Company Americas as Trustee, the Issuer has issued senior secured notes in the aggregate amount of € 130,000,000 (the "Notes");

(B)

The Pledgor owns 750 shares, each in the nominal value of NOK 1,000, which represent 100 per cent of all shares in Ingeniør M O Schøyens Bilcentraler AS with company no. 915 768 237 ("SBC"), and all such shares shall in accordance with the terms of the Indenture be pledged on first priority free from liens and encumbrances to the Security Trustee as security for the Secured Obligations;

(C)

This Pledge is being executed and delivered by the Pledgor pursuant to the Indenture.

NOW, THEREFORE,

1      INTERPRETATION AND DEFINITIONS

1.1

Unless otherwise defined herein, words and expressions defined in the Indenture shall have the same meaning when used herein.

1.2   IN THE PLEDGE:

"Act" means the Norwegian Enforcement Act of 1992.

"Finance Documents" means the Security Documents and the Indenture.

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor to any of the Secured Parties under or pursuant to the Finance Documents, in each case together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents.

"Secured Parties" means each and all of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders.

"Security Assets" means all the Pledgor's Shares in SBC now or hereafter held by the Pledgor, being all the issued and outstanding shares in SBC (i.e. currently 750 shares with a nominal value of NOK 1,000 each).

"Security Documents" means this Pledge and any other agreement or documents defined as a Security Document in the Indenture.

"Security Period" means the period beginning on the date of this Pledge and ending on the date on which the Security Trustee, after receiving written confirmation form the Trustee of the same, is satisfied that the Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

2

2      PLEDGE AND GRANT OF SECURITY

2.1

As first priority security for the Secured Obligations and to secure the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Indenture and in this Pledge, the Pledgor hereby pledges to the Security Trustee (acting on behalf of itself and the Secured Parties) a first priority pledge over the Security Assets.

2.2

The security interests created by this Pledge shall also cover all rights which derive from the Security Assets including, but not limited to, the right to participate in any new issuance of shares, bonus shares, convertible debt instrument and other securities of SBC, the right to receive dividends (whether in cash or in kind) and all other rights accruing or offered at any time in relation to the shares by way of redemption, substitution, exchange bonus or preference as at the date of this Pledge or in the future.

2.3

Subject to an occurrence of an Event of Default and Clause 6 (Enforcement of Security) below, any dividends or distributions payable in respect of the Security Assets shall be paid directly to the Security Trustee and any such dividends or distributions received by the Security Trustee are hereby pledged as security for the Secured Obligations.

2.4

The Security Trustee shall, when the Trustee in writing confirms to the Security Trustee that all amounts due by the Pledgor to the Trustee on behalf of the holders of the Notes have been paid in full, promptly release the security interest created hereby by notifying SBC of such release, with a copy to the Pledgor.

3      PERFECTION OF SECURITY

The Pledgor shall on the date hereof give a written notice to SBC of the pledge of the Security Assets in the form attached hereto as Appendix I and procure that SBC enters the pledge in the register of shareholders of SBC and that SBC issues a confirmation to the Security Trustee that the pledge has been duly noted with first priority.

For the purpose of Clause 9 below, the Pledgor shall on the date hereof deliver to the Security Trustee a signed power of attorney.

4      REPRESENTATIONS AND WARRANTIES

        The Pledgor hereby represents and warrants to the Secured Parties that:

(i)

it is entitled to pledge the Security Assets to the Security Trustee;



(ii)

it has not assigned, charged, pledged, sold or otherwise encumbered the Security Assets (save by this Pledge, and a pledge in favour of Nordea Bank Norge ASA who has undertaken to release its pledge upon repayment of a loan in the amount of a SEK 1,215,000,000 Amended and Restated Facility dated 15 February 2002, the repayment of which will be made with proceeds from the sale of the Notes);



(iii)

this Pledge constitutes the valid, binding and enforceable obligations of the Pledgor;



(iv)

no consent or other approval is required from any public authority in Norway for the execution or delivery of or performance under this Pledge by the Pledgor;



(v)

its entry into and performance of this Pledge and the transactions contemplated hereby do not conflict with (i) any applicable law, regulation or juridicial or official order of Norway, (ii) its constitutional documents or (iii) any documents which are binding on it or its assets;

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(vi)

its pledge in accordance with the terms of this Pledge creates valid and perfected first priority liens on the Security Assets pledge by it securing the payment and performance of the Secured Obligations;



(vii)

it is the legal and beneficial owner of, and has good and marketable title to, the Security Assets;



(viii)

it has not issued or granted any options, warrants, calls or commitments of any character relating to the Security Assets;



(ix)

the Security Assets have been duly and validly issued and are fully paid and non-assessable; and



(x)

a certified copy of the shareholders register of SBC dated at the date hereof gives evidence on all of the issued shares.

5      COVENANTS OF THE PLEDGOR

5.1

The Pledgor hereby covenants to the Secured Parties that during the Security Period:

(i)

it shall, at its own cost, warrant and defend the rights and interests of the Security Trustee and Secured Parties conferred by this Pledge with respect to the Security Assets at its own cost against the claims and demands of all persons whomsoever;

(ii)

it shall not sell, assign, transfer, charge, further pledge or encumber in any manner any part of the Security Assets or suffer to exist any encumbrance on them except for Permitted Liens under the Indenture and the pledge created hereby;

(iii)

it shall immediately execute a pledge in a form satisfactory to the Security Trustee for the benefit of the Security Trustee and the Secured Parties over any additional shares in SBC which it may obtain during the Security Period;

(iv)

it will, in the event that SBC is transformed into a public limited liability company (in Norwegian: "allmennaksjeselskap"), inform the Security Trustee thereof prior to any corporate resolutions concerning any such transformation being passed and will register this Pledge with the Norwegian Register of Securities (VPS) (in Norwegian: "Verdipapirsentralen") with the same priority.

6      ENFORCEMENT OF SECURITY

6.1

Upon the occurrence of an Event of Default the Security Trustee (acting on behalf of itself and the Secured Parties) shall, to the extent possible under Norwegian law be entitled to:

(i)

exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Security Assets as if they were the absolute owners thereof, including, without limitation, the right to exchange at their discretion, any and all of such Security Assets upon the merger, consolidation, reorganisation, recapitalisation or other readjustment of SBC upon the exercise by the Security Trustee of any right, privilege or option pertaining to the Security Assets; and

(ii)

collect any dividends and distributions due in respect of the Security Assets and apply them against the Secured Obligations.

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6.2

Upon the occurrence of an Event of Default the Security Trustee shall, having given 14 days' notice to the Pledgor or such lesser period of notice (if any) permitted from time to time by the Act or other applicable law, be entitled to:

(i)

subject to the provisions of the Act or any succeeding act, require the forced use of the Security Assets and thereby exercise all voting rights in connection therewith or require a sale by forced auction through the courts or forced sale by a manager appointed by the courts of all or any part of the Security Assets;

(ii)

subject to a separate agreement as provided for in Section 1-3 of the Act having been entered into between the relevant parties after such Event of Default has occurred, to sell, assign or convert into money all or any part of the Security Assets in such a manner and upon such terms (i.e. by private sale) and for such consideration (whether in cash, securities or other assets) as is then agreed;

(iii)

apply any and all proceeds of such sales in satisfaction of all amounts owing to the Security Trustee and the Secured Parties in accordance with the Financial Documents; and

(iv)

take any other action in relation to the Security Assets permitted by the Act or the Norwegian Liens Act 1980.

7      VOTING RIGHTS

7.1

Until such time as an Event of Default has been declared the Pledgor shall, without the prior written consent of the Security Trustee, be entitled to vote or cause to be voted in respect of any and all of the Security Assets and give or cause to be given consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or taken which:

(i)

would have the effect of amending the articles of association of SBC in any manner which would be reasonably likely to adversely affect (in terms of value, enforceability or otherwise) the pledge hereby created;

(ii)

would have the effect of changing the terms of the Security Assets (except to the extent permitted under the terms of the Pledge) or materially prejudicing the security hereunder;

(iii)

would have the effect of impeding the ability of the Security Trustee to transfer any of the Security Assets;

(iv)

is inconsistent with or conflicts with any of the rights under this Pledge;

(v)

impairs the validity or enforceability of the security created hereby;

(vi)

is inconsistent or breaches any provision of the Finance Documents and the Schedules thereto (including without limitation any dividends restriction contained therein); or

8      FURTHER ASSURANCES

8.1

The Pledgor shall, at its own expense, take whatever action the Security Trustee may require for:

(i)

perfecting or protecting the security intended to be created by this Pledge over the Security Assets;

(ii)

facilitating the realisation of the Security Assets or the exercise of any right, power or discretion exercisable by the Security Trustee or any of its delegates or sub-delegates in respect of the Security Assets, subject to the provisions of the Act; and

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(iii)

including the execution of any transfer, conveyance, assignment or assurance of any property whether to the Security Trustee or to its nominees, and the giving of any notice, order or direction and the making of any registration which in any such case the Security Trustee may think expedient.

9      POWER OF ATTORNEY

9.1

The Pledgor hereby appoints the Security Trustee (acting on behalf of itself and the Secured Parties) as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise from time to time in the Security Trustee's discretion (acting on behalf of itself and the Secured Parties) but only after the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Security Trustee may deem necessary or advisable in order to accomplish the purposes of this Pledge, including to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Security Assets or any part thereof and to give full discharge for the same. This power of attorney is irrevocable.

10    INDEMNIFICATION

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Pledge, (2) in the preservation or enforcement of its rights under this Pledge or (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:

(i)

the preparation, negotiation, execution and delivery of this Pledge;



(ii)

any payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Security Assets pursuant hereto;



(iii)

any actual or proposed amendment or waiver or consent under or in connection with this Pledge:



(iv)

any discharge or release of the pledge in this Pledge; or



(v)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Pledge;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or willful misconduct of the Security Trustee.

11    THE NORWEGIAN FINANCIAL AGREEMENTS ACT

11.1

Liability

The liabilities of the Pledgor hereunder shall not exceed € 130,000,000.

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11.2

Waiver of rights

The Pledgor specifically waive all rights under the provisions of the Norwegian Financial Agreements Act of 25 June 1999 no. 46 not being mandatory provisions, including the following provisions (the main contents of the relevant provisions being as indicated in the brackets):

(i)

§ 62 (1) (a) (to be notified of any security the giving of which was a precondition for the issuance of the Notes, but which has not been validly granted or has lapsed);



(ii)

§ 63 (1) - (2) (to be notified of any event of default under the Indenture and to be kept informed thereof);



(iii)

§ 63 (3) (to be notified of any extension granted to the Issuer in payment of principal and/or interest);



(iv)

§ 63 (4) (to be notified of any of the Issuer's bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);



(v)

§ 65 (3) (that the consent of the Pledgor is required for the Pledgor to be bound by amendments to the Indenture that may be detrimental to our interest);



(vi)

§ 66 (1) - (2) (that the Pledgor shall be released from liabilities hereunder if security which was given, or the giving of which was a precondition for the issuance of the Notes, is released by the Security Trustee without the consent of the Pledgor);



(vii)

§ 66 (3) (that the Pledgor shall be released from its liabilities hereunder if, without its consent, security the giving of which was a precondition for the issuance of the Notes, was not validly granted);



(viii)

§ 67 (2) (about reduction of the Pledgor's liabilities hereunder);



(ix)

§ 67 (4) (that the Pledgor's liabilities hereunder shall lapse after 10 years, as the Pledgor shall remain liable hereunder as long as any amount is outstanding under the Notes);



(x)

§ 70 (as the Pledgor shall have no right of subrogation into the rights of the Security Trustee under the Indenture until and unless the holders of the Notes shall have received all amounts due or to become due to them under the Notes);



(xi)

§ 71 (as the Security Trustee shall have no liability first to make demand upon or seek to enforce remedies against the Issuer or any other security provided in respect of the Issuer's liabilities under the Indenture before demanding payment under or seeking to enforce the security created hereunder);



(xii)

§ 72 (as all interest and default interest due under the Indenture shall be secured hereunder);



(xiii)

§ 73 (1) - (2) (as all costs and expenses related to a default under the Indenture shall be secured hereunder); and



(xiv)

§ 74 (1) - (2) (as the Pledgor shall make no claim against the Issuer for payment until and unless the holders of the Notes first shall have received all amounts due or to become due to them under the Notes).

12    SUCCESSORS AND ASSIGNS

12.1 Successors and assigns

This Pledge shall be binding upon and shall ensure to the benefit of the Pledgor and the Security Trustee and their respective successors and permitted assigns and references in this Pledge to any of them shall be construed accordingly.

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12.2 Prior consent

The Pledgor shall not assign or transfer any of its rights and/or obligations under this Pledge without the prior written consent of the Security Trustee. The Security Trustee may assign and/or transfer part or all of its rights and/or obligations hereunder simultaneously with an assignment or transfer in accordance with the terms of the Notes. In such case the Pledgor will execute such documentation as considered necessary by the Security Trustee to effectuate such assignment and/or transfer.

12.3 Disclosure of information

The Security Trustee may disclose to a potential assignee, transferee or sub-participant, such information about the Pledgor as the Security Trustee considers appropriate.

13    GOVERNING LAW, JURISDICTION

This Pledge shall be governed by Norwegian law, and the parties hereby submit to the Oslo District Court of Norway as the proper legal venue in all matters arising out of or in connection with this Pledge.

SIGNED:
for and on behalf of
Concordia Bus Nordic AB
—as Pledgor

SIGNED:
for and on behalf of
Deutsche Trustee Company Limited
—as Security Trustee

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Appendix I

To:

Ingeniør M O Schøyens Bilcentraler AS
Drammensveien 155 C
N-0277 Oslo
Norway

Re: Notification of pledge of shares—Assignment of Dividends

This is to notify you that pursuant to a share pledge agreement (the "Pledge") dated 22 January 2004 between Concordia Bus Nordic AB (the "Pledgor") and Deutsche Trustee Company Limited as Security Trustee, the Pledgor has pledged the entire share capital, being 750 shares, each in the nominal value of NOK 1,000 (the "Pledged Shares") in Ingeniør M O Schøyens Bilcentraler AS ("SBC") as security for the Secured Obligations (as defined in the Pledge).

Terms defined in the Pledge shall have the same meaning herein.

You are hereby notified that, pursuant to terms of the Pledge, the Security Trustee is upon the occurrence of an Event of Default, entitled to receive any dividends or other distributions due in respect of the Security Assets.

Therefore, upon and at all times after receipt of written notice from Security Trustee to SBC stating that an Event of Default has occurred, we hereby instruct you to pay any dividends or other amounts due to us in respect of the Shares to the Security Trustee or as otherwise instructed by the Security Trustee.

The instructions herein contained cannot be revoked or varied by us without the prior written consent of the Security Trustee.

Please ensure that the Pledge is noted in your share register with first priority and that the Security Trustee receives promptly an acknowledgement (in the form attached hereto as Annex 1) of receipt of this Notice of Assignment, indicating your agreement to the terms hereof to each of the Pledgors and the Security Trustee.

Date: 22 January 2004

CONCORDIA BUS NORDIC AB

Name:

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Annex 1

To:	Deutsche Trustee Company Limited
Att.:	Managing Director
Fax No.:	+44 20 7547 6149

Dear Sirs

ACKNOWLEDGMENT OF NOTICE

We refer to a Notice of Assignment dated 22 January 2004 from Concordia Bus Nordic AB (the "Pledgor") to ourselves notifying us that any dividends and other amounts due in respect of 750 shares (the "Shares") in Ingeniør M O Schøyens Bilcentraler AS ("SBC"), being all the issued and outstanding shares in SBC shall as from the date of your written notification to us that an Event of Default has occurred, be paid to you.

We agree to the terms of the said Notice of Assignment and shall comply with the terms thereof.

We confirm that, save for the said Notice of Assignment delivered by the Pledgor, we have received (i) no notice of any pledge of the Shares and (ii) no notice of assignment of dividend, or other distributions except for a pledge dated 21 February 2002 to Nordea Bank Norge ASA.

Please find attached hereto a true and correct transcript of our share register evidencing the registration of the Pledge.

Dated 22 January, 2004

For and on behalf of
Ingeniør M O Schøyens Bilcentraler AS

Sign.:

Name in
block letters:

cc: Concordia Bus Nordic AB

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ACKNOWLEDGMENT OF NOTICE

EX-10.12

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Exhibit 10.12

PLEDGE AGREEMENT

made on 22 January 2004

between

CONCORDIA BUS FINLAND OY AB

as Pledgor

and

DEUTSCHE TRUSTEE COMPANY LIMITED

as Security Trustee

Hannes Snellman
Helsinki

PLEDGE AGREEMENT

THIS AGREEMENT is dated 22 January 2004 and made between:

1.

CONCORDIA BUS FINLAND OY AB, a limited liability company duly organised under the laws of Finland and registered under the business identity code 0505988-8 in the Finnish Trade Register (the "Pledgor"); and



2.

DEUTSCHE TRUSTEE COMPANY LIMITED, a duly authorised representative of each of the Secured Parties (the "Security Trustee").

WHEREAS

A.

By an indenture made between Concordia Bus Nordic AB (publ) (the "Company") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January 2004 (the "Indenture") the Company has issued senior secured notes in the initial aggregate principal amount of EUR 130,000,000 (the "Notes").



B.

The Pledgor has executed and holds in its possession fifteen (15) promissory bearer notes (Fi: haltijavelkakirja), each including due consent by the Pledgor to the registration of a mortgage (Fi: kiinnityssuostumus) over the business assets of the Pledgor with first priority in accordance with the Act on Floating Charge (Fi: Yrityskiinnityslaki, 1984/634), such notes having an aggregate principal amount of FIM 7.1 million (approximately EUR 1.2 million) as follows:

No.	Date	Principal/Note	Interest Rate %	Collection Costs
1-2	30 December 1988	FIM 500,000	18	FIM 2,500
1-3	17 March 1986	FIM 500,000	16	FIM 2,500
1-6	10 March 1987	FIM 100,000	16	FIM 2,000
1-4	12 February 1992	FIM 1,000,000	18	FIM 4,000

(all such notes, the "Security Assets")

C.

It is a condition precedent of the Indenture that the Pledgor enters into this Agreement and hereby secures the Secured Liabilities.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Event of Default" means any event, which constitutes an Event of Default as defined in the Indenture.

"Finance Documents" means the Indenture and the Security Documents, as defined therein.

"Holders" means, from time to time, the holders of the Notes.

"Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent) of the Company to any of the Secured Parties under or pursuant to the Finance Documents, in each case together with interest, all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents.

"Secured Parties" means each and all of the Security Trustee and the Trustee (as represented by the Security Trustee) on their on behalf and as duly authorized representative of the Holders.

2

"Security Period" means the period beginning on the date of this Agreement and ending on the date upon which all the Secured Liabilities which have arisen have been unconditionally and irrevocably paid and discharged in full.

1.2

In this Agreement, unless the contrary intention appears, references to:



(a)

a provision of law is a reference to that provision as amended or re-enacted from time to time;



(b)

a person includes its successors, transferees and assigns;



(c)

any document, agreement or other instrument is a reference to that document, agreement or other instrument as from time to time amended, novated, varied, restated, replaced or supplemented, without limitation;



(d)

clause headings are inserted for convenience only and are to be ignored in construing this Agreement and, unless otherwise specified, all references to Clauses are to clauses of this Agreement;



(e)

unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa;



(f)

any party shall include that party's successors and permitted transferees and assigns;



(g)

the Security Trustee shall be construed as references to the same in its capacity as security trustee or collateral agent under the Indenture and/or the Security Trust Agreement, and shall include any additional and/or successor security trustee or collateral agent, in each case acting in such capacity and on behalf of itself and the Secured Parties;



(h)

the Security Assets include, where the context so requires, references to all or any of the constituent parts thereof; and



(i)

such terms as "this Agreement", "hereunder", "herein" and "hereby" shall, where the context so requires, be construed as including references to any supplemental agreement.



1.3

Terms defined in the Finance Documents have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided, recovered or otherwise set aside in the liquidation, corporate restructuring (Fi: Yrityssaneeraus) or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.



1.5

Notwithstanding any other provisions of this Agreement, the scope of the pledge created under this Agreement and the amount of the liabilities secured hereby shall be limited if (and only if) required by the application of the provisions of the Finnish Companies Act (Fi: Osakeyhtiölaki, 1978/734) in force from time to time regulating the purpose of a company?s business, prohibited loans, guarantees and other forms of security and distribution of assets (including profits/dividends), taking into account also inter alia any other security granted and/or guarantee given by the Pledgor and it is understood that the liability of the Pledgor under this agreement only applies to the extent permitted by the above mentioned provisions of the Finnish Companies Act.

2.    PLEDGE OF SECURITY ASSETS

As security for the due and punctual payment, discharge and performance of the Secured Liabilities the Pledgor hereby irrevocably and unconditionally, on the terms and conditions set

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out herein pledges to the Secured Parties represented by the Security Trustee, absolutely all rights, title and interest in and to the Security Assets.

3.    REPRESENTATIONS AND WARRANTIES

3.1

In addition and without prejudice to the representations and warranties of the Pledgor, or made in respect of the Pledgor or the Company, herein or in any of the other Finance Documents, the Pledgor represents and warrants to each of the Secured Parties that:



(a)

it is a limited liability company, duly incorporated and validly existing under the laws of Finland;



(b)

the Company is a public limited liability company, duly incorporated and validly existing under the laws of Sweden;



(c)

it is the sole holder and legal and beneficial owner of the Security Assets, has full title thereto and is entitled to pledge the Security Assets to the Secured Parties;



(e)

it has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the transactions contemplated by this Agreement;



(f)

this Agreement constitutes legally binding and valid obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



(g)

other than as contemplated hereby, (i) no floating charges will until the end of the Security Period be, registered over the business assets of the Pledgor and (ii) this Agreement will upon registration of the Security Assets and delivery of the same into the physical possession of the Security Trustee create a first priority floating charge over such assets enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party beneficiaries of the Pledgor as set forth herein and in the Act on Floating Charge;



(h)

all necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



(i)

there are no covenants or agreements, which adversely affect the Security Assets; and



(j)

other than as created under or pursuant to this Agreement the Security Assets are free from any encumbrance or attachment.



3.2

The representations and warranties set out in this Clause 3 are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each other date during the Security Period on which any of the representations or warranties set out in the Indenture are repeated with reference to the facts and circumstances then existing.

4.    UNDERTAKINGS

4.1

In addition and without prejudice to the undertakings of the Pledgor, or made in respect of the Pledgor or the Company, herein or in any of the other Finance Documents, the Pledgor hereby undertakes to the Secured Parties throughout the Security Period:



(a)

to deliver to and deposit with the Security Trustee, or as the Security Trustee may direct, on the effective date of this agreement stated at the beginning of this agreement the Security Assets to be held by the Security Trustee or its nominees together with such

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corporate resolutions and other documents as may be required for the due and prompt registration of the Security Assets as a first priority floating charge over the business assets of the Pledgor; and

(b)

to promptly notify the Security Trustee in writing of any fact or circumstance which may constitute or cause an Event of Default or adversely affect the pledge created hereunder or any of the rights of the Secured Parties hereunder.



4.2

The Pledgor further undertakes to the Secured Parties throughout the Security Period that it shall not, without the prior written consent of the Security Trustee, do or cause or permit to be done anything which adversely affects the interests of the Secured Parties hereunder, the validity or enforceability of the pledge created hereunder or (the value of) the Security Assets.

5.    CONTINUING SECURITY

5.1

The security constituted by this Agreement shall be a continuing security, shall continue in full force and effect during the Security Period and shall be in addition to and not adversely affect, or be adversely affected by any other Finance Document, and shall continue in force notwithstanding any intermediate payment or discharge in whole or in part of the Secured Liabilities until released in accordance with Section 13.



5.2

This Agreement is in addition to and is not in any way prejudiced by any present or future guarantee, Security Assets, lien or other security held by the Security Trustee or any other Secured Party.



5.3

The rights of the Secured Parties hereunder are in addition to and not exclusive of those provided by law.



5.4

Where any discharge is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is void or avoided or otherwise set aside or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Pledgor under this Agreement shall continue as if such discharge or arrangement had not occurred.

6.    ENFORCEMENT OF PLEDGE

Upon the occurrence of an Event of Default, the enforcement of the security granted hereby shall take place in accordance with Finnish legislation after obtaining an enforceable court decision.

7.    APPLICATION OF SECURITY ASSETS

To the extent not contrary to mandatory provisions of Finnish law, all moneys received by the Secured Parties hereunder shall, after the security hereby constituted shall have become enforceable but subject to the payment of any claims having priority to the pledge created hereunder, be applied by the Security Trustee in or towards payment of the Secured Liabilities or such part of them as is then due and payable in accordance with the Finance Documents, the balance, if any, being retained by the Security Trustee and applied by the same in and towards payment of the Secured Liabilities as they fall due, provided that upon the full, unconditional and irrevocable discharge of all Secured Liabilities, any remaining proceeds shall be released to the Pledgor in accordance with Section 14 below.

8.    WAIVER OF DEFENCES

The obligations of the Pledgor under this Agreement shall not be affected by any act, omission or circumstance which but for this provision might operate to release or otherwise

5

exonerate the Pledgor from its obligations under this Agreement or prejudice or diminish those obligations in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party:

(a)

any time or waiver granted to, or composition with, the Pledgor or any other person;



(b)

the taking, variation, compromise, exchange, renewal or release of or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Pledgor, or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



(c)

any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or in status of the Pledgor or any other person;



(d)

any variation (however fundamental) or replacement of a Finance Document or any other document or security, so that references to that Finance Document in this Clause shall include each variation or replacement thereafter from time to time;



(e)

any unenforceability, illegality, frustration or invalidity of any obligation of any person under any Finance Documents or any other documents or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity; and



(f)

any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Pledgor under a Finance Document resulting from any re-organisation, composition, insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall be for the purposes of the Pledgor's obligations under this Agreement be construed as if there were no such circumstance.

9.    EXPENSES AND INDEMNITY

9.1

The Pledgor shall on demand pay and indemnify each Secured Party in respect of all Secured Liabilities and expenses (including legal fees) incurred by it:



(a)

in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement; or



(b)

in the preservation or enforcement of its rights under this Agreement; or



(c)

on the release of any part of the Security Assets from the security created by this Agreement.



9.2

No Secured Party shall be liable for any losses arising in connection with the exercise or purported exercise of any of the Secured Parties' rights, power and discretion under this Agreement except for any losses arising due to gross negligence or wilful misconduct of such Secured Party.

10.    SET-OFF

If an Event of Default occurs and is continuing a Secured Party may set off any matured obligation owed by the Pledgor under any Finance Document against any obligation (whether or not matured) owed by that Secured Party to the Pledgor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Secured Party may convert either obligation at its spot market rate of exchange in its usual course of business for the purpose of the set-off.

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11.    INVALIDITY

Should any provision of this Agreement be or become invalid, void or unenforceable, all remaining provisions and terms hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. The parties hereto agree that they will negotiate in good faith and will replace the invalid, void or unenforceable provision with a valid and enforceable provision which reflects as much as possible the intention of the parties as referred in the provision thus replaced.

12.    NOTICES

12.1    Method

Every notice or other communication under this Agreement shall be given in writing in English and shall be made by letter or telefax.

12.2    Delivery

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective address given in Clause 12.3.

12.3    Addresses

The addresses and telefax numbers of the Security Trustee and the Pledgor are:

(A)

the Security Trustee

Deutsche Trustee Company Limited
Attention: the Managing Director

Address: Winchester House
1 Great Winchester Street
London EC2N 2DB

Telefax: +44 207 547 6149

(B)

the Pledgor

CONCORDIA BUS FINLAND OY AB
Attention: The Managing Director

Address: Klovinpellontie 5
02180 Espoo
Finland

Telephone: +358 9 525 71302
Telefax:: +358 9 525 71295

12.4    Deemed receipt

(a)

Any notice or other communication given by the Security Trustee will be deemed to have been received:



(i)

if by letter, on the fifth Business Day from dispatch thereof, and



(ii)

if by telefax, on the day of dispatch.

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Provided that a notice given in accordance with the above but received on a day, which is not a business day or after normal business hours in the place of receipt, shall be deemed to have been received on the next business day.

(b)

Any notice or other communication given to the Security Trustee shall be deemed to have been given only on actual receipt.

13.    RELEASE OF THE SECURITY ASSETS

Upon the expiry of the Security Period and once the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full, the Security Trustee shall, at the request of the Pledgor and subject to the Security Trustee being indemnified in respect of its costs, release to the Pledgor all right, title and interest of the Secured Parties in or to the Security Assets and give such instructions and directions as the Pledgor may require in order to perfect such release.

14.    GOVERNING LAW, JURISDICTION

(a)

This Agreement shall be governed by and construed in accordance with Finnish law. Sections 8, 14, 16, 17, 18, 24, 26, 27, 29, 30 and 40,2 of the Finnish Act on Guarantees and Pledges for Third Party Debt (Laki takauksesta ja vierasvelkapantista, 1999/361, as amended) shall not be applicable to this Agreement.



(b)

The courts of Finland shall have exclusive jurisdiction over matters arising of or in connection with this Agreement. The District Court of Helsinki shall be court of first instance.



(c)

The submission to the jurisdiction of Finnish Courts shall not limit the right of the Secured Parties to take proceedings against the Pledgor in any court, which may otherwise exercise jurisdiction of the Pledgor or any of its assets.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

CONCORDIA BUS FINLAND OY AB

By:

DEUTSCHE TRUSTEE COMPANY LIMITED

By:

8

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Exhibit 10.12

EX-10.13

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Exhibit 10.13

FIRST RANKING PLEDGE
OF FLOATING CHARGE

Dated 22 January, 2004

between

Alpus AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

PLEDGE OF FLOATING CHARGE

ADVOKATFIRMAN LINDAHL

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

ALPUS AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 151 54 Solna, Sweden (corporate identity no 556611-8571), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time)

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Swebus AB, Enköping-Bålsta Fastighetsbolag AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January, 2004 (the "Guarantee") in favour of the Holders (as defined below), the Trustee and the Security Trustee;



c)

it is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below); and



d)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first ranking security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Floating Charge" means the first ranking pledge over the Security Assets created by this Agreement;

"Floating Charge Certificates" means the floating charge certificates (Sw. företagshypoteksbrev) in the aggregate amount of SEK 600,000 within 600,000 (Sw: SEK 600.000 inom SEK 600.000), granted in all the business operations as the Pledgor from time to time carries out in Sweden;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

"Proceeds" means the proceeds from the sale of the Security Assets in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured

2

Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Floating Charge Certificates and all the Pledgor's property, (except for such property excluded by law as defined under the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning)) secured by the Floating Charge (including, without limitation, the Proceeds); and

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture.

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first ranking pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Floating Charge Certificates or procure that such delivery is made in accordance with Clause 3.3.



3.2

The Pledgor shall do all things and acts requested by the Security Trustee to assist the Security Trustee in notifying the Floating Charge Register of the Encumbrance created by this Agreement by sending an application and notice to the Register in the form set out in Schedule 1.

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3.3

On the Closing Date the Pledgor shall procure



a)

that a third party as directed by the Security Trustee receives from Nordea all Floating Charge Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the Floating Charge Certificates as duly authorised representative of the Secured Parties; and



b)

that Nordea notifies the Floating Charge Register of the release of the Nordea Pledge over the Floating Charge.



3.4

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



h)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement;

4

b)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement).



5.2

The Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     CONTINUING SECURITY

6.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



6.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, monies or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.



6.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

7.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

7.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law apply for realisation of the Floating Charge in accordance with the procedures laid down in the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning), the 1981 Code of Execution (Sw: Utsökningsbalken) and the Bankruptcy Act (Sw: Konkurslagen (1987:672).

7.2

All costs and expenses (including legal fees) incurred by the Security Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



7.3

All monies received by the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



7.4

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.

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8.     DISCHARGE OF THE SECURITY ASSETS

8.1

Subject to Clause 6.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



8.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



8.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

9.     THE SECURITY TRUSTEE

9.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



9.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

10.   WAIVERS

10.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

10.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party;



a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;

6

c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



10.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

11.   INSURANCE

11.1

The Pledgor shall at all times during the subsistence of the security constituted by or pursuant to this Agreement cause all assets forming part of the Security Assets to be insured and to be kept insured in such insurance office, in such amounts and against such risks as the Security Trustee may require from time to time but unless otherwise required in such insurance office of repute as shall have been selected by the Pledgor on the equivalent basis as insurances are maintained by prudent companies carrying on businesses comparable with that of the Pledgor and on a comparable scale as regards the assets insured, the insured risks and the classes of risk to be covered and the amount of the insurance cover.



11.2

The Pledgor shall duly and punctually pay all premiums and other moneys due and payable under all such insurances as aforesaid and promptly upon request by the Security Trustee produce to the Security Trustee the premium receipts or other evidence of the payment thereof.

7

11.3

The Pledgor shall on demand by the Security Trustee, provide copies of all policies and other contracts of insurance relating to the Security Assets or any part thereof.



11.4

In case of the Pledgor's non-compliance with Clauses 11.1-11.3 the Security Trustee may, but shall not be obliged to, effect or renew any such insurance as is mentioned in Clause 11.1. The moneys expended by the Security Trustee when effecting or renewing any such insurance shall be reimbursed by the Pledgor to the Security Trustee on demand.



11.5

All claims and moneys received or receivable under any such insurance as aforesaid shall at the direction of the Security Trustee be applied either in making good the loss or damage in respect of which the same has been received or in or towards the discharge of the Secured Obligations.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.



12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fee in respect of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).

8

13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:



(A)

Pledgor:

Alpus AB
c/o Swebus AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB

Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and

9

c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

15.   LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

ALPUS AB

The Security Trustee

DEUTSCHE TRUSTEE COMPANY LIMITED
on its own behalf and as duly authorised
representative of the Secured Parties

10

Schedule 1

PRV Företagsinteckningar
Box 700
851 21 Sundsvall

22 januari 2004

ANSÖKAN OM INNEHAVSANTECKNING

        Vi, Alpus AB (556011-8571), har upplåtit företagshypotek om 600.000 kronor till Deutsche Trustee Company Limited. Vi ansöker därför om att Deutsche Trustee Company Limited skall antecknas såsom innehavare av de företagshypoteksbrev som angivits i Bilaga 1.

        Så snart innehavsanteckningen enligt ovan registrerats ber vi er utfärda och översända gravationsbevis till Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England.

Stockholm dag som ovan.

För Alpus AB

För Deutsche Trustee Company Limited

        Bilaga. Förteckning över företagshypoteksbrev

11

Schedule 2

Translation

The Floating Charge Register
Box 700
851 21 Sundsvall
Sweden

22 January, 2004

APPLICATION FOR REGISTRATION OF GRANT OF FLOATING CHARGE

        We, Alpus AB (556011-8571), have granted a floating charge of SEK 600,000 to Deutsche Trustee Company Limited. Therefore, we request that Deutsche Trustee Company Limited shall be registered as holder of the floating charge certificates set out in Schedule 1.

        Please forward a certificate of search to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England once the registration has been duly executed.

Stockholm as above

Alpus AB

Deutsche Trustee Company Limited

Schedule: List of Floating Charge Certificates

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FIRST RANKING PLEDGE OF FLOATING CHARGE Dated 22 January, 2004 between Alpus AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee PLEDGE OF FLOATING CHARGE ADVOKATFIRMAN LINDAHL

EX-10.14

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Exhibit 10.14

FIRST RANKING PLEDGE
OF FLOATING CHARGE

Dated 22 January, 2004

between

Enköping-Bålsta Fastighetsbolag AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

PLEDGE OF FLOATING CHARGE

ADVOKATFIRMAN LINDAHL

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556012-9388), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time)

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Swebus AB, Alpus AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January, 2004 (the "Guarantee") in favour of the Holders (as defined below), the Trustee and the Security Trustee;



c)

it is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below); and



d)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first ranking security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Floating Charge" means the first ranking pledge over the Security Assets created by this Agreement;

"Floating Charge Certificates" means the floating charge certificates (Sw. företagshypoteksbrev) in the aggregate amount of SEK 2,400,000 within 2,400,000 (Sw: SEK 2.400.000 inom SEK 2.400.000), granted in all the business operations as the Pledgor from time to time carries out in Sweden;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

"Proceeds" means the proceeds from the sale of the Security Assets in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured

2

Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Floating Charge Certificates and all the Pledgor's property, (except for such property excluded by law as defined under the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning)) secured by the Floating Charge (including, without limitation, the Proceeds); and

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture.

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first ranking pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Floating Charge Certificates or procure that such delivery is made in accordance with Clause 3.3.



3.2

The Pledgor shall do all things and acts requested by the Security Trustee to assist the Security Trustee in notifying the Floating Charge Register of the Encumbrance created by this Agreement by sending an application and notice to the Register in the form set out in Schedule 1.

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3.3

On the Closing Date the Pledgor shall procure



a)

that a third party as directed by the Security Trustee receives from Nordea all Floating Charge Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the Floating Charge Certificates as duly authorised representative of the Secured Parties; and



b)

that Nordea notifies the Floating Charge Register of the release of the Nordea Pledge over the Floating Charge.



3.4

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



h)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement

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b)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement).



5.2

The Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     CONTINUING SECURITY

6.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



6.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, monies or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.



6.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

7.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

7.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law apply for realisation of the Floating Charge in accordance with the procedures laid down in the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning), the 1981 Code of Execution (Sw: Utsökningsbalken) and the Bankruptcy Act (Sw: Konkurslagen (1987:672).

7.2

All costs and expenses (including legal fees) incurred by the Security Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



7.3

All monies received by the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



7.4

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.

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8.     DISCHARGE OF THE SECURITY ASSETS

8.1

Subject to Clause 6.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



8.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



8.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

9.     THE SECURITY TRUSTEE

9.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



9.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

10.   WAIVERS

10.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

10.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party;



a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;

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c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



10.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

11.   INSURANCE

11.1

The Pledgor shall at all times during the subsistence of the security constituted by or pursuant to this Agreement cause all assets forming part of the Security Assets to be insured and to be kept insured in such insurance office, in such amounts and against such risks as the Security Trustee may require from time to time but unless otherwise required in such insurance office of repute as shall have been selected by the Pledgor on the equivalent basis as insurances are maintained by prudent companies carrying on businesses comparable with that of the Pledgor and on a comparable scale as regards the assets insured, the insured risks and the classes of risk to be covered and the amount of the insurance cover.



11.2

The Pledgor shall duly and punctually pay all premiums and other moneys due and payable under all such insurances as aforesaid and promptly upon request by the Security Trustee produce to the Security Trustee the premium receipts or other evidence of the payment thereof.

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11.3

The Pledgor shall on demand by the Security Trustee, provide copies of all policies and other contracts of insurance relating to the Security Assets or any part thereof.



11.4

In case of the Pledgor's non-compliance with Clauses 11.1-11.3 the Security Trustee may, but shall not be obliged to, effect or renew any such insurance as is mentioned in Clause 11.1. The moneys expended by the Security Trustee when effecting or renewing any such insurance shall be reimbursed by the Pledgor to the Security Trustee on demand.



11.5

All claims and moneys received or receivable under any such insurance as aforesaid shall at the direction of the Security Trustee be applied either in making good the loss or damage in respect of which the same has been received or in or towards the discharge of the Secured Obligations.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.



12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fee in respect of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).

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13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:



(A)

Pledgor:

Enköping-Bålsta Fastighetsbolag AB
c/o Swebus AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB
Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and

9

c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

15.   LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB

The Security Trustee

DEUTSCHE TRUSTEE COMPANY LIMITED
on its own behalf and as duly authorised
representative of the Secured Parties

10

Schedule 1

PRV Företagsinteckningar
Box 700
851 21 Sundsvall

22 januari 2004

ANSÖKAN OM INNEHAVSANTECKNING

        Vi, Enköping-Bålsta Fastighetsbolag AB (556012-9388), har upplåtit företagshypotek om 2.400.000 kronor till Deutsche Trustee Company Limited. Vi ansöker därför om att Deutsche Trustee Company Limited skall antecknas såsom innehavare av de företagshypoteksbrev som angivits i Bilaga 1.

        Så snart innehavsanteckningen enligt ovan registrerats ber vi er utfärda och översända gravationsbevis till Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England.

Stockholm dag som ovan.

För Enköping-Bålsta Fastighetsbolag AB

För Deutsche Trustee Company Limited

Bilaga.    Förteckning över företagshypoteksbrev

11

Schedule 2

Translation

The Floating Charge Register
Box 700
851 21 Sundsvall
Sweden

22 January, 2004

APPLICATION FOR REGISTRATION OF GRANT OF FLOATING CHARGE

        We, Enköping-Bålsta Fastighetsbolag AB (556012-9388), have granted a floating charge of SEK 2,400,000 to Deutsche Trustee Company Limited. Therefore, we request that Deutsche Trustee Company Limited shall be registered as holder of the floating charge certificates set out in Schedule 1.

        Please forward a certificate of search to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England once the registration has been duly executed.

Stockholm as above

Enköping-Bålsta Fastighetsbolag AB

Deutsche Trustee Company Limited

Schedule:    List of Floating Charge Certificates

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QuickLinks

FIRST RANKING PLEDGE OF FLOATING CHARGE Dated 22 January, 2004 between Enköping-Bålsta Fastighetsbolag AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee

EX-10.15

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.15

FIRST RANKING PLEDGE
OF FLOATING CHARGE

Dated 22 January, 2004

between

Malmfältens Omnibus AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

PLEDGE OF FLOATING CHARGE

ADVOKATFIRMAN LINDAHL

1

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

MALMFÄLTENS OMNIBUS AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Stockholm, Sweden (corporate identity no 556032-0359), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time)

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Swebus AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, Concordia Bus Finland Oy Ab, Ingenjor M.O. Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January 2004 (the "Guarantee") in favour of the Holders (as defined below), the Trustee and the Security Trustee;



c)

it is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below); and



d)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first ranking security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Floating Charge" means the first ranking pledge over the Security Assets created by this Agreement;

"Floating Charge Certificates" means the floating charge certificates (Sw. företagshypoteksbrev) in the aggregate amount of SEK 2,500,000 within 2,500,000 (Sw: SEK 2.500.000 inom SEK 2.500.000), granted in all the business operations as the Pledgor from time to time carries out in Sweden;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

2

"Proceeds" means the proceeds from the sale of the Security Assets in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Floating Charge Certificates and all the Pledgor's property, (except for such property excluded by law as defined under the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning)) secured by the Floating Charge (including, without limitation, the Proceeds); and

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture.

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first ranking pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Floating Charge Certificates or procure that such delivery is made in accordance with Clause 3.3.

3

3.2

The Pledgor shall do all things and acts requested by the Security Trustee to assist the Security Trustee in notifying the Floating Charge Register of the Encumbrance created by this Agreement by sending an application and notice to the Register in the form set out in Schedule 1.



3.3

On the Closing Date the Pledgor shall procure



a)

that a third party as directed by the Security Trustee receives from Nordea all Floating Charge Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the Floating Charge Certificates as duly authorised representative of the Secured Parties; and



b)

that Nordea notifies the Floating Charge Register of the release of the Nordea Pledge over the Floating Charge.



3.4

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



h)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

4

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement;



b)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement).



5.2

The Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     CONTINUING SECURITY

6.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



6.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, monies or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.



6.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

7.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

7.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law apply for realisation of the Floating Charge in accordance with the procedures laid down in the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning), the 1981 Code of Execution (Sw: Utsökningsbalken) and the Bankruptcy Act (Sw: Konkurslagen (1987:672).

7.2

All costs and expenses (including legal fees) incurred by the Security Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor

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and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.

7.3

All monies received by the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



7.4

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.

8.     DISCHARGE OF THE SECURITY ASSETS

8.1

Subject to Clause 7.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



8.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



8.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

9.     THE SECURITY TRUSTEE

9.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



9.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

10.   WAIVERS

10.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

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10.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party;



a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



10.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

11.   INSURANCE

11.1

The Pledgor shall at all times during the subsistence of the security constituted by or pursuant to this Agreement cause all assets forming part of the Security Assets to be insured and to be kept insured in such insurance office, in such amounts and against such risks as the Security Trustee may require from time to time but unless otherwise required in such insurance office of repute as shall have been selected by the Pledgor on the equivalent basis as insurances are maintained by prudent companies carrying on businesses comparable with that of the Pledgor and on a comparable scale as regards the assets insured, the insured risks and the classes of risk to be covered and the amount of the insurance cover.



11.2

The Pledgor shall duly and punctually pay all premiums and other moneys due and payable under all such insurances as aforesaid and promptly upon request by the Security Trustee produce to the Security Trustee the premium receipts or other evidence of the payment thereof.

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11.3

The Pledgor shall on demand by the Security Trustee, provide copies of all policies and other contracts of insurance relating to the Security Assets or any part thereof.



11.4

In case of the Pledgor's non-compliance with Clauses 11.1-11.3 the Security Trustee may, but shall not be obliged to, effect or renew any such insurance as is mentioned in Clause 11.1. The moneys expended by the Security Trustee when effecting or renewing any such insurance shall be reimbursed by the Pledgor to the Security Trustee on demand.



11.5

All claims and moneys received or receivable under any such insurance as aforesaid shall at the direction of the Security Trustee be applied either in making good the loss or damage in respect of which the same has been received or in or towards the discharge of the Secured Obligations.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.



12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fee in respect of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).

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13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:



(A)

Pledgor:

Malmfältens Omnibus AB
c/o Swebus AB
Solna Strandväg 78
171 54 Solna
Attention: Chairman of the Board
Fax: +46 546 300 10

(B)

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB
Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

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provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

15.   LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

MALMFÄLTENS OMNIBUS AB

The Security Trustee

DEUTSCHE TRUSTEE COMPANY LIMITED
on its own behalf and as duly authorised
representative of the Secured Parties

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Schedule 1

PRV Företagsinteckningar
Box 700
851 21 Sundsvall

22 januari 2004

ANSÖKAN OM INNEHAVSANTECKNING

        Vi, Malmfältens Omnibus AB (556032-0359), har upplåtit företagshypotek om 2.500.000 kronor till Deutsche Trustee Company Limited. Vi ansöker därför om att Deutsche Trustee Company Limited skall antecknas såsom innehavare av de företagshypoteksbrev som angivits i Bilaga 1.

        Så snart innehavsanteckningen enligt ovan registrerats ber vi er utfärda och översända gravationsbevis till Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England.

Stockholm dag som ovan.

För Malmfältens Omnibus AB

För Deutsche Trustee Company Limited

Bilaga.    Förteckning över företagshypoteksbrev

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Schedule 2

Translation

The Floating Charge Register
Box 700
851 21 Sundsvall
Sweden

22 January, 2004

APPLICATION FOR REGISTRATION OF GRANT OF FLOATING CHARGE

        We, Malmfältens Omnibus AB (556032-0359), have granted a floating charge of SEK 2,500,000 to Deutsche Trustee Company Limited. Therefore, we request that Deutsche Trustee Company Limited shall be registered as holder of the floating charge certificates set out in Schedule 1.

        Please forward a certificate of search to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England once the registration has been duly executed.

Stockholm as above

Malmfältens Omnibus AB

Deutsche Trustee Company Limited

Schedule:    List of Floating Charge Certificates

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QuickLinks

FIRST RANKING PLEDGE OF FLOATING CHARGE Dated 22 January, 2004 between Malmfältens Omnibus AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee PLEDGE OF FLOATING CHARGE

EX-10.16

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Exhibit 10.16

FIRST RANKING PLEDGE
OF FLOATING CHARGE

Dated 22 January, 2004

between

Swebus AB

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

PLEDGE OF FLOATING CHARGE

ADVOKATFIRMAN LINDAHL

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

SWEBUS AB (a company incorporated under the laws of Sweden) of Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556057-0128), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time)

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the "Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

the Pledgor has pursuant to the Indenture issued a guarantee dated 22 January 2004 (the "Guarantee") in favour of the Holders (as defined below), the Trustee and the Security Trustee;



c)

it is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below); and



d)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first ranking security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Finance Documents" means the Security Documents, the Guarantee and the Indenture;

"Floating Charge" means the first ranking pledge over the Security Assets created by this Agreement;

"Floating Charge Certificates" means the floating charge certificates (Sw. företagshypoteksbrev) in the aggregate amount of SEK 100,000,000 within 100,000,000 (Sw: SEK 100.000.000 inom SEK 100.000.000), granted in all the business operations as the Pledgor from time to time carries out in Sweden;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

"Proceeds" means the proceeds from the sale of the Security Assets in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

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"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Guarantee together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Guarantee;

"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means the Floating Charge Certificates and all the Pledgor's property, (except for such property excluded by law as defined under the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning)) secured by the Floating Charge (including, without limitation, the Proceeds); and

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture.

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first ranking pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Floating Charge Certificates or procure that such delivery is made in accordance with Clause 3.3.



3.2

The Pledgor shall do all things and acts requested by the Security Trustee to assist the Security Trustee in notifying the Floating Charge Register of the Encumbrance created by this Agreement by sending an application and notice to the Register in the form set out in Schedule 1.



3.3

On the Closing Date the Pledgor shall procure

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a)

that a third party as directed by the Security Trustee receives from Nordea all Floating Charge Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third party as directed by the Security Trustee shall hold the Floating Charge Certificates as duly authorised representative of the Secured Parties; and



b)

that Nordea notifies the Floating Charge Register of the release of the Nordea Pledge over the Floating Charge.



3.4

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



h)

other than as created pursuant to this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement; and

4

b)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement).



5.2

The Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     CONTINUING SECURITY

6.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



6.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, monies or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.



6.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

7.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

7.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law apply for realisation of the Floating Charge in accordance with the procedures laid down in the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning), the 1981 Code of Execution (Sw: Utsökningsbalken) and the Bankruptcy Act (Sw: Konkurslagen (1987:672).

7.2

All costs and expenses (including legal fees) incurred by the Security Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



7.3

All monies received by the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



7.4

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.

5

8.     DISCHARGE OF THE SECURITY ASSETS

8.1

Subject to Clause 6.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



8.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



8.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

9.     THE SECURITY TRUSTEE

9.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



9.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

10.   WAIVERS

10.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted to the Secured Parties pursuant to any Finance Document, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

10.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party;



a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;

6

c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



10.3

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

11.   INSURANCE

11.1

The Pledgor shall at all times during the subsistence of the security constituted by or pursuant to this Agreement cause all assets forming part of the Security Assets to be insured and to be kept insured in such insurance office, in such amounts and against such risks as the Security Trustee may require from time to time but unless otherwise required in such insurance office of repute as shall have been selected by the Pledgor on the equivalent basis as insurances are maintained by prudent companies carrying on businesses comparable with that of the Pledgor and on a comparable scale as regards the assets insured, the insured risks and the classes of risk to be covered and the amount of the insurance cover.



11.2

The Pledgor shall duly and punctually pay all premiums and other moneys due and payable under all such insurances as aforesaid and promptly upon request by the Security Trustee produce to the Security Trustee the premium receipts or other evidence of the payment thereof.

7

11.3

The Pledgor shall on demand by the Security Trustee, provide copies of all policies and other contracts of insurance relating to the Security Assets or any part thereof.



11.4

In case of the Pledgor's non-compliance with Clauses 11.1-11.3 the Security Trustee may, but shall not be obliged to, effect or renew any such insurance as is mentioned in Clause 11.1. The moneys expended by the Security Trustee when effecting or renewing any such insurance shall be reimbursed by the Pledgor to the Security Trustee on demand.



11.5

All claims and moneys received or receivable under any such insurance as aforesaid shall at the direction of the Security Trustee be applied either in making good the loss or damage in respect of which the same has been received or in or towards the discharge of the Secured Obligations.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.



12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fee in respect of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under, the Indenture.



13.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).

8

13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:



(A)

Pledgor:

Swebus AB
Solna Strandväg 78
171 54 Solna

Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB

Attention: Managing Director
Fax: +44 20 7547 6149

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and

9

c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

15.   LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

SWEBUS AB

The Security Trustee

DEUTSCHE TRUSTEE COMPANY LIMITED
on its own behalf and as duly authorised
representative of the Secured Parties

10

Schedule 1

PRV Företagsinteckningar
Box 700
851 21 Sundsvall

22 januari 2004

ANSÖKAN OM INNEHAVSANTECKNING

        Vi, Swebus AB (556057-0128), har upplåtit företagshypotek om 100.000.000 kronor till Deutsche Trustee Company Limited. Vi ansöker därför om att Deutsche Trustee Company Limited skall antecknas såsom innehavare av de företagshypoteksbrev som angivits i Bilaga 1.

        Så snart innehavsanteckningen enligt ovan registrerats ber vi er utfärda och översända gravationsbevis till Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England.

Stockholm dag som ovan.

För Swebus AB

För Deutsche Trustee Company Limited

        Bilaga. Förteckning över företagshypoteksbrev

11

Schedule 2

Translation

The Floating Charge Register
Box 700
851 21 Sundsvall
Sweden

22 January, 2004

APPLICATION FOR REGISTRATION OF GRANT OF FLOATING CHARGE

        We, Swebus AB (556057-0128), have granted a floating charge of SEK 100,000,000 to Deutsche Trustee Company Limited. Therefore, we request that Deutsche Trustee Company Limited shall be registered as holder of the floating charge certificates set out in Schedule 1.

        Please forward a certificate of search to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England, once the registration has been duly executed.

Stockholm as above

Swebus AB

Deutsche Trustee Company Limited

        Schedule:    List of Floating Charge Certificates

12

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FIRST RANKING PLEDGE OF FLOATING CHARGE Dated 22 January, 2004 between Swebus AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee

EX-10.17

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Exhibit 10.17

SECOND RANKING PLEDGE
OF FLOATING CHARGE

Dated 22 January, 2004

between

Swebus AB

as Pledgor

and

Concordia Bus Nordic AB (publ)

as Pledgee

PLEDGE OF FLOATING CHARGE

ADVOKATFIRMAN LINDAHL

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

SWEBUS AB (a company incorporated under the laws of Sweden) of Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556057-0128), (the "Pledgor"); and



(2)

Concordia Bus Nordic AB (publ) (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556031-8569), (the "Pledgee")

WHEREAS:

a)

Pursuant to a promissory note dated 22 January, 2004 issued by the Pledgor, the Pledgor shall pay a principal amount of SEK 200 milllion to the Pledgee or its order (the "Promissory Note");



b)

the Pledgor has agreed to enter into this Pledge Agreement and hereby secures the Secured Obligations (as defined below);



c)

the Security Assets (as defined below) have been pledged, pursuant to a first ranking pledge agreement (the "First Pledge Agreement") to Deutsche Trustee Company Limited in its capacity as security trustee (the "Security Trustee") under an indenture made among the Pledgor, the Pledgee, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O. Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB and Deutsche Bank Trustee Company Americas (the "Indenture"); and



d)

the Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first ranking security under an amended and restated facility agreement dated February 15, 2002 (the "Senior Facility").

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full;

"Floating Charge" means the second ranking pledge, subject only to the rights under the First Pledge Agreement, over the Security Assets created by this Agreement;

"Floating Charge Certificates" means the floating charge certificates (Sw. företagshypoteksbrev) in the aggregate amount of SEK 100,000,000 within 100,000,000 (Sw: SEK 100.000.000 inom SEK 100.000.000), granted in all the business operations as the Pledgor from time to time carries out in Sweden;

"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility;

"Proceeds" means the proceeds from the sale of the Security Assets in respect of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under the Promissory Note together with all costs, charges and expenses incurred

2

by the Pledgee in connection with the protection, preservation or enforcement of its respective rights under the Promissory Note; and

"Security Assets" means the Floating Charge Certificates and all the Pledgor's property, (except for such property excluded by law as defined under the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning)) secured by the Floating Charge (including, without limitation, the Proceeds).

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If the Pledgee considers that in respect of an amount paid to it under the Promissory Note there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to the Pledgee all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a second ranking pledge, subject to the rights of the Security Trustee under the First Pledge Agreement, to secure the due and punctual performance of the Secured Obligations.



2.2

Notwithstanding anything to the contrary contained herein or under applicable law as to the priority of the security created by this Agreement, the security created hereunder, is subject and subordinated to, and will at all times rank junior to the security created under the First Pledge Agreement,

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately at the execution of this Agreement notify the Security Trustee of the pledge under this Agreement.



3.2

On the Closing Date the Pledgor shall procure that Nordea notifies the Floating Charge Register of the release of the Nordea Pledge over the Floating Charge.



3.3

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Pledgee to assist the Pledgee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to the Pledgee that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;

3

b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a second ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor, subject, always, to the rights of the Security Trustee under the First Pledge Agreement;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



h)

other than as created pursuant to the First Pledge Agreement and this Agreement the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor [on each date for interest payment under the Promissory Note] with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with the Pledgee that during the continuance of this Agreement the Pledgor will:



a)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement; and



b)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture and except for the rights of the Secured Parties under this Agreement).



5.2

The Pledgor shall at any time, if and when required by the Pledgee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Pledgee be necessary in order to give full effect to this Agreement and to secure to the Pledgee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     CONTINUING SECURITY

6.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.

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6.2

Until all the Secured Obligations have been irrevocably paid and discharged in full the Pledgee may refrain from applying or enforcing any other security, monies or rights held or received by the Pledgee or apply and enforce the same in such manner and order as the Pledgee sees fit and the Pledgor shall not be entitled to the benefit of the same.



6.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Pledgee. The Pledgee's rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Pledgee deems expedient.

7.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

7.1

Upon the Pledgee serving notice on the Pledgor following the occurrence of a default by the Pledgor to pay any amount payable under the Promissory Note, and subject to the rights of the Security Trustee under the First Pledge Agreement, the Pledgee, may, in addition to any other remedies provided herein or by applicable law, and subject to the rights under the First Pledge Agreement, apply for realisation of the Floating Charge in accordance with the procedures laid down in the Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning), the 1981 Code of Execution (Sw: Utsökningsbalken) and the Bankruptcy Act (Sw: Konkurslagen (1987:672).

7.2

All costs and expenses (including legal fees) incurred by the Pledgee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Pledgee harmless in respect of such costs and expenses.



7.3

All monies received by the Pledgee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Pledgee in the manner and order set out in the Indenture.



7.4

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.

5

8.     DISCHARGE OF THE SECURITY ASSETS

8.1

Subject to Clause 6.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Pledgee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Pledgee free from the security in this Agreement.



8.2

Any release, discharge or settlement between the Pledgor and the Pledgee in relation to this Agreement shall be conditional upon no disposition or payment to the Pledgee by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



8.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Pledgee and the Pledgee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

9.     WAIVERS

9.1

The Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any other person by reason of subrogation or otherwise



a)

to take the benefit of any security granted pursuant to the Promissory Note, and/or



b)

to be indemnified by any other person

and any such person is hereby released from all obligations in respect of such a claim.

9.2

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or the Pledgee;



a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



9.3

Any waiver by the Pledgee or of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Pledgee in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single,

6

partial or defective exercise of any such right or remedy precludes any other further exercise under this Agreement of that or any other right or remedy.

10.   INSURANCE

10.1

The Pledgor shall at all times during the subsistence of the security constituted by or pursuant to this Agreement cause all assets forming part of the Security Assets to be insured and to be kept insured in such insurance office, in such amounts and against such risks as the Pledgee may require from time to time but otherwise in such insurance office of repute as shall have been selected by the Pledgor on the equivalent basis as insurances are maintained by prudent companies carrying on businesses comparable with that of the Pledgor and on a comparable scale as regards the assets insured, the insured risks and the classes of risk to be covered and the amount of the insurance cover.



10.2

The Pledgor shall duly and punctually pay all premiums and other moneys due and payable under all such insurances as aforesaid and promptly upon request by thePledgee produce to the Pledgee the premium receipts or other evidence of the payment thereof.



10.3

The Pledgor shall on demand by the Pledgee, provide copies of all policies and other contracts of insurance relating to the Security Assets or any part thereof.



10.4

In case of the Pledgor's non-compliance with Clauses 10.1-10.3 the Pledgee may, but shall not be obliged to, effect or renew any such insurance as is mentioned in Clause 10.1. The moneys expended by the Pledgee on so effecting or renewing any such insurance shall be reimbursed by the Pledgor to the Pledgee on demand.



10.5

All claims and moneys received or receivable under any such insurance as aforesaid shall at the direction of the Pledgee, subject to the rights of the Security Trustee under the First Pledge Agreement, be applied either in making good the loss or damage in respect of which the same has been received or in or towards the discharge of the Secured Obligations.

11.   INDEMNITY

11.1

The Pledgor will indemnify and hold harmless the Pledgee in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Pledgee.



11.2

The Pledgor shall on demand and on a full indemnity basis pay to the Pledgee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Pledgee incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or

7

e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Pledgee.

12.   MISCELLANEOUS

12.1

The Pledgor may not assign any of its rights under this Agreement. The Pledgee may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer of its rights under the Promissory Note.



12.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to the Promissory Note (including, without limitation, any increase in the amount of the Secured Obligations).



12.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



12.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



12.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Pledgee such additional amount as will result in the receipt by the Pledgee of the full amount which would otherwise have been receivable and will supply the Pledgee promptly with evidence satisfactory to the Pledgee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



12.6

Any statement, certificate or determination of the Pledgee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

13.   NOTICES

13.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



13.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 13.3.



13.3

The address and fax number of the Pledgor and the Pledgee are:



(A)

Pledgor:

Swebus AB
Solna Strandväg 78 171 54 Solna
Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Pledgee:

Concordia Bus Nordic AB (publ)
c/o Swebus AB
Solna Strandväg 78

8

171 54 Solna
Attention: Chairman of the Board
Fax: +46 8 546 300 10

13.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sendng machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

14.   LAW AND JURISDICTION

14.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



14.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 14.2 is for the benefit of the Pledgee only and shall not limit the right of the Pledgee to bring proceedings against the Pledgor in connection with the Promissory Note in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Date: 22 January, 2004

Signatories

The Pledgor

SWEBUS AB

The Pledgee

CONCORDIA BUS NORDIC AB (PUBL)

9

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SECOND RANKING PLEDGE OF FLOATING CHARGE Dated 22 January, 2004 between Swebus AB as Pledgor and Concordia Bus Nordic AB (publ) as Pledgee PLEDGE OF FLOATING CHARGE ADVOKATFIRMAN LINDAHL

EX-10.18

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Exhibit 10.18

PLEDGE OF ACCOUNTS

between

INGENIØR M O SCHØYENS BILCENTRALER AS
as Pledgor

and

Deutsche Trustee Company Limited
as Security Trustee

As security for the obligations of the
Borrower under a
€ 130,000,000
Indenture
dated 22 January 2004

THIS PLEDGE OF ACCOUNTS (the "Pledge") dated [    •    ] January 2004 is made between:

(1)

INGENIØR M O SCHØYENS BILCENTRALER AS, Drammensveien 155 C, N-0277 Oslo, Norway, business enterprise no. NO 915 768 237 as pledgor (the "Pledgor"); and

(2)

Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (acting on behalf of itself and the Secured Parties) as Security Trustee;

WHEREAS:

(A)

This Pledge of Accounts is entered into in connection with an indenture (the "Indenture") dated 22 January, 2004 between Concordia Bus Nordic AB (the "Issuer"), certain guarantors and Deutsche Bank Trust Company Americas (the "Trustee"), pursuant to which the Issuer has issued senior secured notes in the aggregate amount of € 130,000,000 (the "Notes");

(B)

The Pledgor has under the Indenture issued a guarantee dated 22 January 2004 (the "Guarantee") in favour of the Security Trustee (acting on behalf of itself and the Secured Parties), the Trustee and the Holders (collectively the "Secured Parties");

(C)

The Pledgor has agreed to enter into this pledge in favour of the Security Trustee (acting on behalf of itself and the Secured Parties) in respect of accounts no. 7034.05.00200 and 7874.05.54459 (the "Accounts") held with DnB NOR Bank ASA (the "Account Bank") as security for the Pledgors's obligations under the Guarantee towards the Trustee on behalf of the holders of the Notes; and

(D)

This Pledge is being executed and delivered by the Pledgor pursuant to the Indenture.

IT IS AGREED AS FOLLOWS:

1      DEFINITIONS

In this Pledge, unless the context otherwise requires:

(i)

words and expressions defined in the Indenture shall have the same meanings when used herein unless otherwise defined herein;



(ii)

"Claims"

means, in respect of the Pledgor, any and all claims it may at any time and from time to time have against the Account Bank resulting from or in respect of any balance at any time standing to its credit on the Accounts (included but not limited to any interest accrued on the Accounts, whether actually booked on the Accounts or not).

2      REPRESENTATIONS AND WARRANTIES

The Pledgor hereby represents and warrants to the Security Trustee that:

(i)

it is entitled to pledge its Claims to the Security Trustee;



(ii)

it has not assigned, charged, pledged, sold or otherwise encumbered its Claims (save by this Pledge, and a pledge in favour of Nordea Bank Norge ASA who has undertaken to release its pledge upon repayment of a SEK 1,215,000,000 Amended and Restated Facility dated 15 February 2002, the repayment of which will be made with proceeds from the sale of the Notes).

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3      PLEDGE

3.1   Pledge

As security for any and all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally) (including, but not limited to, principal, interest, commissions, costs, expenses and other derived liability) that the Pledgor has or might incur towards the Secured Parties pursuant to the Guarantee and to the Security Trustee under this Pledge Agreement, the Pledgor hereby grants to the Security Trustee first priority security over the Claims.

The Pledgor shall give written notice of this pledge of the Accounts to the Account Bank as set out in Appendix 1 and obtain an acknowledgement of notice of the said pledge form the Account Bank as set out in Appendix 2.

4      UNDERTAKING

4.1   Undertakings

The Pledgor hereby undertakes with the Security Trustee that:

(i)

it will maintain the Accounts with the Account Bank as long as any amount is outstanding to the Security Trustee and/or under the Indenture and make payments thereon in accordance with the provisions of the Indenture; and



(ii)

it will not assign, charge, pledge or otherwise encumber its Claims except as contemplated in the Indenture and/or this Pledge or otherwise permitted in writing by the Security Trustee.

4.2   Further assurances

The Pledgor hereby further undertakes forthwith upon demand by the Security Trustee, and at its expense, to execute and do all such assurances, acts and things as the Security Trustee may require for:

(i)

perfecting or protecting the security created (or intended to be created) by this Pledge;



(ii)

preserving or protecting any of the rights of the Security Trustee under this Pledge;



(iii)

ensuring that the security constituted by this Pledge and its undertakings and obligations under this Pledge shall ensure to the benefit of any such assignee of the Security Trustee as is referred to in Clause 11 hereof;



(iv)

facilitating the appropriation or realisation of its Claims or any part thereof in the manner contemplated by this Pledge;



(v)

the exercise of any power, authority or discretion vested in the Security Trustee under this Pledge.

5      CONTINUING SECURITY

It is declared and agreed that:

(i)

the security created by this Pledge shall be held by the Security Trustee as a continuing security for the payment of the obligations of the Pledgor under the Guarantee and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the obligations under the Guarantee;



(ii)

the security so created shall be in addition to and shall not in any way be prejudiced or affected by any of the other Security Documents;

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(iii)

the Security Trustee shall not be bound to enforce any of the other Security Documents before enforcing the security created by this Pledge;



(iv)

no delay or omission on the part of the Security Trustee in exercising any right, power or remedy under this Pledge shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy;



(v)

the rights, powers and remedies provided in this Pledge are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Security Trustee may deem expedient; and



(vi)

any waiver by the Security Trustee of any terms of this Pledge or any consent given by the Security Trustee under this Pledge shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6      SECURITY TRUSTEE'S POWERS

6.1   Powers

After the occurrence of an Event of Default (irrespective of whether or not the Security Trustee shall have taken steps to enforce any of the powers specified or referred to in the Indenture and as long as an Event of Default is in existence) the Security Trustee shall, subject to applicable mandatory law, become forthwith entitled, as and when it may see fit, to put into force and exercise all or any of the powers possessed by the Security Trustee as pledgee of the Claims and in particular the Security Trustee shall be entitled then or at any later time or times:

(i)

to apply any and all sums standing to the credit of the Accounts for payment of the outstanding amounts under the Guarantee;



(ii)

to take over, institute, defend, settle or abandon (if necessary using the name of the Pledgor) all such legal or arbitration proceedings in connection with the Claims as the Security Trustee in its sole and absolute discretion thinks fit;



(iii)

generally, to recover from the Pledgor on demand all Expenses reasonably incurred by the Security Trustee in or about or incidental to the exercise by it of any of the powers aforesaid;



(iv)

generally, to enter into any transaction or arrangement of any kind and to do anything in relation to the Claims which the Security Trustee may think fit.

6.2   Liability of the Security Trustee

Neither the Security Trustee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, liability, loss, cost, damage or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions under this Pledge in the absence of gross negligence or wilful misconduct.

7      INDEMNITY

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement or (3) on the release of any part of the Pledged Shares from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.

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The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:

(i)

the preparation, negotiation, execution and delivery of this Pledge Agreement;



(ii)

any payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Pledged Shares pursuant hereto;



(iii)

any actual or proposed amendment or waiver or consent under or in connection with this Pledge Agreement:



(iv)

any discharge or release of the pledge in this Pledge Agreement; or



(v)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Pledge Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

8      MISCELLANEOUS

This Pledge may be executed in several counterparts, each of which shall be an original, but which together shall constitute one and the same document.

9      THE NORWEGIAN FINANCIAL AGREEMENTS ACT

9.1   Liability

The liabilities of the Pledgor hereunder shall not exceed € 130,000,000.

9.2   Waiver of rights

The Pledgor specifically waive all rights under the provisions of the Norwegian Financial Agreements Act of 25 June 1999 no. 46 not being mandatory provisions, including the following provisions (the main contents of the relevant provisions being as indicated in the brackets):

(i)

§ 62 (1) (a) (to be notified of any security the giving of which was a precondition for the issuance of the Notes, but which has not been validly granted or has lapsed);



(ii)

§ 63 (1) - (2) (to be notified of any event of default under the Indenture and to be kept informed thereof);



(iii)

§ 63 (3) (to be notified of any extension granted to the Issuer in payment of principal and/or interest);



(iv)

§ 63 (4) (to be notified of any of the Issuer's bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);



(v)

§ 65 (3) (that the consent of the Pledgor is required for the Pledgor to be bound by amendments to the Indenture that may be detrimental to our interest);



(vi)

§ 66 (1) - (2) (that the Pledgor shall be released from liabilities hereunder if security which was given, or the giving of which was a precondition for the issuance of the Notes, is released by the Security Trustee without the consent of the Pledgor);

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(vii)

§ 66 (3) (that the Pledgor shall be released from its liabilities hereunder if, without its consent, security the giving of which was a precondition for the issuance of the Notes, was not validly granted);



(viii)

§ 67 (2) (about reduction of the Pledgor's liabilities hereunder);



(ix)

§ 67 (4) (that the Pledgor's liabilities hereunder shall lapse after 10 years, as the Pledgor shall remain liable hereunder as long as any amount is outstanding under the Notes);



(x)

§ 70 (as the Pledgor shall have no right of subrogation into the rights of the Security Trustee under the Indenture until and unless the holders of the Notes shall have received all amounts due or to become due to them under the Notes);



(xi)

§ 71 (as the Security Trustee shall have no liability first to make demand upon or seek to enforce remedies against the Issuer or any other security provided in respect of the Issuer's liabilities under the Indenture before demanding payment under or seeking to enforce the security created hereunder);



(xii)

§ 72 (as all interest and default interest due under the Indenture shall be secured hereunder);



(xiii)

§ 73 (1) - (2) (as all costs and expenses related to a default under the Indenture shall be secured hereunder); and



(xiv)

§ 74 (1) - (2) (as the Pledgor shall make no claim against the Issuer for payment until and unless the holders of the Notes first shall have received all amounts due or to become due to them under the Notes).

10    NOTICES

Every notice, request, demand or other communication under this Pledge shall be given in writing as specified hereunder or to such other addresses of which the parties may from time to time be given notice. Communications sent by letter or telefax shall be effective upon receipt. Any communication by telefax from the Pledgor, shall be confirmed by letter if so requested by the Security Trustee.

Notices shall be delivered as follows:

(i)	to the Pledgor, to:	(ii)	to the Security Trustee, to:
	Ing. M O Schøyens Bilcentraler AS Drammensveien 155 C N-0277Oslo, Norway Telefax: + 47 2313 2801		Deutsche Trustee Company Limited Winchester House 1 Great Winchester Road London EC2N 2DB England Telefax: +44 20 7547 6149

or in any such case to such other address or telefax number or attention of such other person as may from time to time be notified by the recipient in question to the party giving or making the same in accordance with this Clause.

11    SUCCESSORS AND ASSIGNS

11.1 Successors and assigns

This Pledge shall be binding upon and shall ensure to the benefit of the Pledgor and the Security Trustee and their respective successors and permitted assigns and references in this Pledge to any of them shall be construed accordingly.

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11.2 Prior consent

The Pledgor shall not assign or transfer any of its rights and/or obligations under this Pledge without the prior written consent of the Security Trustee. The Security Trustee may assign and/or transfer part or all of its rights and/or obligations hereunder simultaneously with an assignment or transfer in accordance with the terms of the Notes. In such case the Pledgor will execute such documentation as considered necessary by the Security Trustee to effectuate such assignment and/or transfer.

11.3 Disclosure of information

The Security Trustee may disclose to a potential assignee, transferee or sub-participant, such information about the Pledgor as the Security Trustee considers appropriate.

12    LIMITATION

The Pledgor's commitments as Pledgor hereunder may be limited by the applicable regulations in the Norwegian Limited Liability Companies Act No. 44, 1997 (as amended or replaced from time to time) Chapter 8 insofar as the Pledgor's commitments hereunder would constitute improper financial assistance.

13    LAW AND JURISDICTION

13.1 Law and jurisdiction

This Pledge shall be governed by and construed in accordance with the laws of Norway.

The Pledgor and the Security Trustee accept Oslo City Court as non-exclusive venue, but this choice shall not prevent the Security Trustee to take proceedings against the Issuer or any of the assets being subject to this Pledge of Accounts in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

Signed by:

The Pledgor:

Ingeniør M O Schøyens Bilcentraler AS

By:

Name:

Title:

The Security Trustee:

Deutsche Trustee Company Limited

By:

Name:

Title:

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Appendix 1

To:

DnBNOR Bank ASA

Dear Sirs,

NOTICE OF PLEDGE OF ACCOUNTS

We hereby notify you that by a Pledge of Accounts dated 22 January 2004 made in favour of Deutsche Trustee Company Limited (the "Security Trustee"):

1.

we have pledged to the Trustee all the assets from time to time standing to the credit of the bank accounts No 7034.05.00200 and 7874.05.54459 held by ourselves (the "Accounts"). The pledge includes any and all obligations (including, but not limited to, principal, interest, commissions, costs, expenses and other derived liability) that we have or might incur towards the Security Trustee pursuant to a guarantee (the "Guarantee") issued by us in favour of the Security Trustee pursuant to an indenture dated 22 January 2004 between Concordia Bus Nordic AB, certain guarantors and Deutsche Bank Trust Company Americas (the "Indenture").

2.

we ask you to acknowledge the pledge of the Accounts by us to the Security Trustee, waive any right to set-off or other rights you may have to the credit of the Accounts, and confirm that you have not been made aware of any other assignment, pledge or charge over the Claims or the Accounts other than a pledge in favour of Nordea Bank Norge ASA, and that the Accounts will be blocked in favour of the Security Trustee following your receipt of a notice from the Security Trustee that an Event of Default has occurred or is threatening under the Indenture.

3.

the instructions herein contained cannot be revoked or varied by us without the prior written consent of the Security Trustee.

Please, will you kindly acknowledge receipt of this Notice of Pledge and indicate your receipt thereof by sending to the Security Trustee an acknowledgement in the form attached hereto.

Yours faithfully
Ingeniør M O Schøyens Bilcentraler AS

[name]

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Appendix 2

Deutsche Trustee Company Limited

Dear Sirs,

ACKNOWLEDGEMENT OF NOTICE OF A PLEDGE OF ACCOUNTS

We refer to a letter dated 22 January 2004 from Ingeniør M. O. Schøyens Bilcentraler AS to ourselves notifying us of the pledge specified therein.

We confirm that:

1.

we acknowledge the terms of the said notice of pledge of Accounts;

2.

the pledge of the Accounts, currently comprising the following accounts 7034.05.00200 and 7874.05.54459, has been duly registered on each such account; and

3.

we waive any right to set-off or other rights we may have to the credit of the Accounts, and confirm that we have not been made aware of any other assignment, pledge or charge over the Accounts other than a pledge in favour of Nordea Bank Norge ASA dated 19 February 2002, and that the Accounts will be blocked in favour of the Security Trustee following our receipt of a notice from the Security Trustee that an Event of Default has occurred or is threatening under the Indenture.

Yours faithfully
for and on behalf of
DnBNOR Bank ASA

[name]

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Exhibit 10.18

PLEDGE OF ACCOUNTS between INGENIØR M O SCHØYENS BILCENTRALER AS as Pledgor and Deutsche Trustee Company Limited as Security Trustee
Appendix 1
Appendix 2

EX-10.19

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Exhibit 10.19

INTRAGROUP LOAN PLEDGE AGREEMENT

Dated 22 January, 2004

between

Concordia Bus Nordic AB (publ)

as Pledgor

and

Deutsche Trustee Company Limited

as Security Trustee

PLEDGE OF INTRAGROUP LOANS

ADVOKATFIRMAN LINDAHL

        THIS PLEDGE AGREEMENT is dated 22 January, 2004 and made between:

(1)

CONCORDIA BUS NORDIC AB (PUBL) (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden (corporate identity no 556031-8569), (the "Pledgor"); and



(2)

DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee appointed from time to time)

WHEREAS:

a)

by an indenture made among the Pledgor, Swebus AB ("Swebus"), Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Swebus Busco AB ("Busco"), Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB, and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004 (the "Indenture") the Pledgor has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the "Notes");



b)

pursuant to a promissory note dated 22 January, 2004 issued by Busco (the "Busco Promissory Note"), Busco shall pay to the Pledgor or order a principal amount of € 87,307,650 together with interest and costs;



c)

pursuant to a second ranking pledge agreement dated 22 January, 2004 between Busco as pledgor and the Pledgor as pledgee (the "Busco Pledge Agreement") Busco has pledged the buses owned by it to the Pledgor as second ranking security for its obligations under the Busco Promissory Note;



d)

pursuant to a promissory note dated 22 January, 2004 issued by Swebus (the "Swebus Promissory Note"), Swebus shall pay to the Pledgor or order a principal amount of € 21,826,913 together with interest an costs;



e)

pursuant to a second ranking pledge agreement dated 22 January, 2004 between Swebus as pledgor and the Pledgor as pledgee (the "Swebus Pledge Agreement") Swebus has pledged a floating charge in an aggregate amount of SEK 100 million (within SEK 100 million) to the Pledgor as second ranking security for its obligations under the Swebus Promissory Note; and



f)

it is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below).

IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1

In this Agreement:

"Finance Documents" means the Security Documents and the Indenture;

"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them;

"Operator" means Swebus AB, Swebus Express AB and Interbus AB;

"Proceeds" means the proceeds from the sale of the Security Assets, after deduction of all costs and expenses (including legal fees) incurred by the Secured Parties in connection with the enforcement of this Agreement and the sale of the Security Assets;

2

"Promissory Notes" means both of the Busco Promissory Note and the Swebus Promissory Note;

"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor under or pursuant to the Finance Documents together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents;

"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly authorized representative of the Holders;

"Security Assets" means all the Pledgor's rights under the Busco Promissory Note and the Swebus Promissory Note respectively including all its rights under the Busco Pledge Agreement and the Swebus Pledge Agreement respectively; and

"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture.

1.2

In this Agreement, unless the contrary intention appears, a reference to:



a)

a provision of law is a reference to that provision as amended or re-enacted,



b)

a person includes its successors and assigns, and



c)

any document is a reference to that document as amended, novated or supplemented.



1.3

Terms defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



1.4

If either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement.

2.     PLEDGE

2.1

The Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a first ranking pledge to secure the due and punctual performance of the Secured Obligations.

3.     PERFECTION OF PLEDGE

3.1

The Pledgor shall immediately at the execution of this Agreement



a)

deliver the Busco Promissory Note and the Swebus Promissory Note to a third party as directed by the Security Trustee:



b)

notify Busco and Swebus of the pledge created hereunder by sending a notice in substantially the form set out in Schedule 1;

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c)

notify the Operators of the pledge created hereunder in relation to the Busco Pledge Agreement by sending a notice in substantially the form set out in Schedule 2.

3.2

The Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to perfect and maintain the perfection of the pledge created by this Agreement.

4.     REPRESENTATIONS AND WARRANTIES

4.1

The Pledgor represents and warrants to each of the Secured Parties that:



a)

it is a limited liability company duly incorporated and validly existing under the laws of Sweden;



b)

the Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the transactions contemplated by this Agreement;



c)

this Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



d)

this Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to which the Pledgor is a party or by which it is bound;



e)

this Agreement constitutes a first ranking pledge enforceable against the Pledgor, a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



f)

all necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force and effect;



g)

the Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



h)

other than as created pursuant to the Security Documents the Security Assets are free from any encumbrances.



4.2

The representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest payment under the Indenture with reference to the facts and circumstances then existing.

5.     COVENANTS BY THE PLEDGOR

5.1

The Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



a)

not sell, transfer or otherwise dispose of the Security Assets or any part thereof or interest therein or permit the same to occur;



b)

not grant any option in or over the Security Assets;



c)

not create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture);

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d)

not hold any security from any other person in respect of the Pledgor's liability under this Agreement;



e)

the Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights, powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such act or document.

6.     PAYMENTS UNDER THE PROMISSORY NOTES

6.1

Any and all payments under the Promissory Notes including any payments under the Busco Pledge Agreement and the Swebus Pledge Agreement received by or on behalf of the Security Trustee shall be applied by the Security Trustee in the manner and order set out in the Indenture.

7.     CONTINUING SECURITY

7.1

The security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



7.2

Until all the Secured Obligations have been irrevocably paid and discharged in full any Secured Party may refrain from applying or enforcing any other security, monies or rights held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person before enforcing this Agreement.



7.3

This Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient.

8.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES

8.1

Upon the Security Trustee serving notice on the Pledgor following the occurrence of an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by applicable law enforce its rights hereunder in such manner, acting with due care as the Security Trustee in its sole discretion deems fit, and the Security Trustee shall not be liable for any loss arising from or in connection with such enforcement, provided that it has acted with due care.



8.2

All costs and expenses (including legal fees) incurred by the Security Trustee and the Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.

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8.3

Chapter 10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement.



8.4

All monies received by or on behalf of the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture.



8.5

For the purpose of enforcing the security created by this Agreement upon the occurrence of an Event of Default, the Pledgor irrevocably authorises and empowers the Security Trustee to act in the name of the Pledgor, and on behalf of the Pledgor to do all acts and take any necessary or appropriate steps in respect of the sale of the Security Assets. The power of attorney set out in this Clause 8.5 shall be valid for as long as this Agreement remains in force.

9.     DISCHARGE OF THE SECURITY ASSETS

9.1

Subject to Clause 7.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured Parties free from the security in this Agreement.



9.2

Any release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



9.3

If any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made.

10.   THE SECURITY TRUSTEE

10.1

The Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the Indenture).



10.2

The Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in this Agreement, provided that in each such case it uses due care in selecting such delegate.

11.   WAIVERS

11.1

The liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured Party;

6

a)

any time or waiver granted to or composition with any other person;



b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person;



c)

any legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



d)

any variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in respect of any instruments; and



e)

any unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.



11.2

Any waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy preclude any other further exercise under this Agreement of that or any other right or remedy.

12.   INDEMNITY

12.1

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.



12.2

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



a)

the preparation, negotiation, execution and delivery of this Agreement;



b)

any payment of stamp duty or stamp duty reserve tax or registration fee in respect of this Pledge or any transfer of the Security Assets pursuant hereto;



c)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



d)

any discharge or release of the pledge in this Agreement; or



e)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee.

7

13.   MISCELLANEOUS

13.1

The Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in connection with a transfer under the Indenture.



13.2

This Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured Obligations).



13.3

If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



13.4

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



13.5

All sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the relevant authority for the sum withheld or deducted.



13.6

Any statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor.

14.   NOTICES

14.1

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



14.2

Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another address) be given to that other party at the respective addresses given in Clause 14.3.



14.3

The address and fax number of the Pledgor and the Security Trustee are:



(A)

Pledgor:

Concordia Bus Nordic AB (publ)
Solna Strandväg 78, 171 54 Solna
Attention: Chairman of the Board
Fax: +46 8 546 300 10

(B)

the Security Trustee:

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB
Attention: Managing Director
Fax: +44 20 7547 6149

8

14.4

Any notice or other communication given by one party to another shall be deemed to have been received:



a)

if sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



b)

in the case of a notice given by hand, on the day of actual delivery; and



c)

if posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

15.   LAW AND JURISDICTION

15.1

This Agreement is governed by and shall be construed in accordance with Swedish law.



15.2

The parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final (Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

Signatories

The Pledgor

CONCORDIA BUS NORDIC AB (PUBL)

The Security Trustee

DEUTSCHE TRUSTEE COMPANY LIMITED
on its own behalf and as duly authorised
representative of the Secured Parties

9

Schedule 1

FORM OF NOTICE

To:

[Busco and Swebus]

Dear Sirs,

        We hereby give you notice that by a pledge agreement of 22 January 2004 (the "Pledge Agreement") we have pledged to Deutsche Trustee Company Limited (the "Security Trustee") as security for our obligations under an indenture dated 22 January 2004, all of our rights under the Promissory Note issued by you on the 22 January 2004, together with any and all security that we have received for the same as security for your obligations thereunder.

        The assets pledged consist inter alia of our claim on you under the Promissory Note, and you are therefore to effect any payment under the Promissory Note directly to the Principal Paying Agent, as a representative of the Security Trustee (to such account as the Principal Paying Agent may from time to time designate in writing for this purpose) or to such other account or representative as the Security Trustee may direct.

        We kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to the Security Trustee and ourselves.

CONCORDIA BUS NORDIC AB (PUBL)

BY:

We hereby confirm our receipt and acknowledgement of the above.

[    ]

by:

10

Schedule 2

FORM OF NOTICE

To:

[Operators]

Dear Sirs,

        This notice is sent to you pursuant to a second ranking pledge agreement (the "Agreement") made between Swebus Busco AB as pledgor (the "Pledgor") and Concordia Bus Nordic AB (publ) as pledgee on 22 January, 2004. Concordia Bus Nordic AB has pledged it rights under the Agreement to Deutsche Trustee Company Limited (the "Pledgee"). Under the Agreement, the Pledgor has pledged, subject to the rights of Deutsche Trustee Company Limited under a first ranking pledge (the "First Pledge"), all its rights, title and interest in and to all of the buses listed in the schedule attached hereto, as well as all its right, title and interest in and to any buses acquired in the future which are operated by you. The current buses and the future buses mentioned in the preceding sentence are collectively in this notice referred to as the "Collateral".

        Upon the release of the First Pledge and for as long as the pledge created by the Agreement remains in force you must deliver the Collateral (including any equipment, spare parts or other components or parts forming part of the Collateral) to a third party as directed by the Pledgee). You may specifically not let the Pledgor or Concordia Bus Nordic AB (publ), directly or through a third party, have access to or come into possession of the Collateral or redeliver the Collateral to the Pledgor, Concordia Bus Nordic AB (publ) or a third party directed by them.

        Moreover, upon the release of the First Pledge, only the Pledgee is entitled to receive payments pursuant to any guarantees, indemnities or insurances in respect of the Collateral. The Collateral shall be kept insured at all times and the Pledgee shall, upon the release of the First Pledge, remain to be recorded as loss-payee in respect of any such insurance.

        You are hereby instructed to follow any and all instructions from time to time received by Deutsche Trustee Company Limited

Date: 22 January, 2004

Concordia Bus Nordic AB (publ)

Name:

        We hereby acknowledge receipt of this notice and the schedule attached hereto. We confirm that we are holding the Buses listed as such in the schedule and we undertake to act as aforesaid throughout the term of the Agreement.

Date: 22 January, 2004

[Operator]

Name:

11

QuickLinks

INTRAGROUP LOAN PLEDGE AGREEMENT Dated 22 January, 2004 between Concordia Bus Nordic AB (publ) as Pledgor and Deutsche Trustee Company Limited as Security Trustee

EX-10.20

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Exhibit 10.20

DECLARATION OF PLEDGE
Dated 22 January 2004

granted by

INGENIØR M O SCHØYENS BILCENTRALER AS

in favour of

Deutsche Trustee Company Limited

(as Security Trustee)

THIS DECLARATION OF PLEDGE (the "Declaration of Pledge") is granted on 22 2004 by:

(1)

INGENIØR M O SCHØYENS BILCENTRALER AS, Drammensveien 155 C, 0277 Oslo, Norway, business enterprise no. NO 915 768 237 (the "Pledgor");

in favour of:

(2)

Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (acting on behalf of itself and the Secured Parties) (as the "Security Trustee").

W H E R E A S

(A)

This Declaration of Pledge is granted in connection with an indenture dated 22 2004 (the "Indenture") between Concordia Bus Nordic AB (the "Issuer"), certain guarantors and Deutsche Bank Trust Company Americas as Trustee, pursuant to which the Issuer has issued senior secured notes in the aggregate amount of € 130,000,000 (the "Notes");

(B)

The Pledgor has under the Indenture issued a guarantee dated 22 January 2004 (the "Guarantee") in favour of the Security Trustee, acing on behalf of itself and the Trustee and the Holders (collectively the "Secured Parties");

(C)

the Pledgor has agreed to grant a first priority security in favour of the Security Trustee, acting on behalf of itself and the Secured Parties, over, inter alia, its trade receivables by way of a factoring agreement (in Norwegian "Factoringpant"), its machinery and plant (in Norwegian "driftstilbehør"), its stock-in-trade (in Norwegian "varelager") and its motor vehicles (in Norwegian "motorvogner og anleggsmaskiner"), all in the amount of € 130,000,000, as security for its obligations towards the Security Trustee (acting on behalf of itself and the Secured Parties) under the Guarantee; and

(D)

this Declaration of Pledge is being executed and delivered by the Pledgor pursuant to the Indenture.

NOW THEREFORE the undersigned hereby agrees:

1.     DEFINITIONS

1.1

Unless the context otherwise requires or otherwise defined herein, terms defined in the Indenture, shall have the same meaning when used in this Declaration of Pledge.

2.     PLEDGE

2.1

As first priority security for any and all obligations (including, but not limited to, principal, interest, commissions, costs, expenses and other derived liability) that the Pledgor has or might incur towards the Trustee on behalf of the holders of the Notes pursuant to the Guarantee and to the Security Trustee under this Declaration of Pledge, the Pledgor hereby grants to the Security Trustee acting on behalf of itself and the Secured Parties, first priority security over:

(i)

all its trade receivables by way of a first priority factoring agreement (in Norwegian: "Avtale om factoring etter panteloven § 4-10") of even date herewith between the Pledgor and the Security Trustee, substantially in the form set out in Schedule 1 hereto;

(ii)

all its machinery and plant by way of a first priority pledge of machinery and plant (in Norwegian: "Pant i driftstilbehør etter panteloven § 3-4, jfr § 3-6") of even date herewith in favour of the Security Trustee, substantially in the form set out in Schedule 2 hereto;

(iii)

all its inventory by way of a first priority pledge of inventory (in Norwegian: "Pant i varelager etter panteloven § 3-11") of even date herewith in favour of the Security Trustee, substantially in the form set out in Schedule 3 hereto;

(iv)

all its motor vehicles and construction machines by way of a first priority pledge of motor vehicles and construction machines (in Norwegian: "Pant i motorvogner og anleggsmaskiner etter

panteloven § 3-8") of even date herewith in favour of the Security Trustee, substantially in the form set out in Schedule 4 hereto.

3      REPRESENTATIONS AND WARRANTIES

        The Pledgor hereby represents and warrants to the Security Trustee that:

(i)

it is entitled to pledge its trade receivables, its machinery and plant ("driftstilbehør"), its stock-in-trade ("varelager") and its motor vehicles ("motorvogner og anleggsmaskiner") to the Security Trustee;



(ii)

it has not assigned, charged, pledged, sold or otherwise encumbered its trade receivables, its machinery and plant ("driftstilbehør"), its stock-in-trade ("varelager") and its motor vehicles ("motorvogner og anleggsmaskiner") (save by this Pledge, and a pledge in favour of Nordea Bank Norge ASA who has undertaken to release its pledge upon repayment of a SEK 1,215,000,000 Amended and Restated Facility dated 15 February 2002, the repayment of which will be made with proceeds from the sale of the Notes).

4.     THE NORWEGIAN FINANCIAL AGREEMENTS ACT

4.1

The Pledgor's liability under this Declaration of Pledge shall not exceed € 130,000,000 plus interest thereon and plus costs, fees and expenses as set out in the Guarantee.

4.2

The Pledgor specifically waives all rights under the provisions of the Norwegian Financial Agreements Act of 25 June 1999 no. 46 not being mandatory provisions, including the following provisions (the main contents of the relevant provisions being as indicated in the brackets):

(i)

§ 62 (1) (a) (to be notified of any security the giving of which was a precondition for the issuance of the Notes, but which has not been validly granted or has lapsed);

(ii)

§ 63 (1) - (2) (to be notified of any event of default under the Indenture and to be kept informed thereof);

(iii)

§ 63 (3) (to be notified of any extension granted to the Issuer in payment of principal and/or interest);

(iv)

§ 63 (4) (to be notified of the Issuer's bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

(v)

§ 65 (3) (that the consent of the Pledgor is required for the Pledgor to be bound by amendments to the Indenture that may be detrimental to our interest);

(vi)

§ 66 (1) - (2) (that the Pledgor shall be released from liabilities hereunder if security which was given, or the giving of which was a precondition for the issuance of the Notes, is released by the Security Trustee without the consent of the Pledgor);

(vii)

§ 66 (3) (that the Pledgor shall be released from its liabilities hereunder if, without its consent, security the giving of which was a precondition for the Indenture, was not validly granted);

(viii)

§ 67 (2) (about reduction of the Pledgor's liabilities hereunder);

(ix)

§ 67 (4) (that the Pledgor's liabilities hereunder shall lapse after 10 years, as the Pledgor shall remain liable hereunder as long as any amount is outstanding under the Indenture);

(x)

§ 70 (as the Pledgor shall have no right of subrogation into the rights of the Security Trustee until and unless the Holders of the Notes shall have received all amounts due or to become due to them under the Indenture);

(xi)

§ 71 (as the Security Trustee shall have no liability first to make demand upon or seek to enforce remedies against the Issuer or any other security provided in respect of the Issuer's

liabilities under the Indenture before demanding payment under or seeking to enforce the security created hereunder);

(xii)

§ 72 (as all interest and default interest due under the Indenture shall be secured hereunder);



(xiii)

§ 73 (1) - (2) (as all costs and expenses related to a default under the Indenture shall be secured hereunder); and



(xiv)

§ 74 (1) - (2) (as the Pledgor shall make no claim against the Issuer for payment until and unless the Holders of the Notes first shall have received all amounts due or to become due to them under the Indenture).

4.3

Further, without limitation to the foregoing, in particular but not limited to the following, the Pledgor hereby agrees and accepts that:

(i)

this Declaration of Pledge shall remain in full force and effect until all of the Issuer's liabilities and obligations to the Security Trustee and the Holders of the Notes under the Indenture have been fully satisfied;

(ii)

the security created by this Declaration of Pledge shall not be affected in any way whatsoever by any guarantee, indemnity, suretyship or similar instrument or by any collateral or security interest provided for the obligations of the Issuer under the Indenture.

5      INDEMNIFICATION

The Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement or (3) on the release of any part of the Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party.

The Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:

(i)

the preparation, negotiation, execution and delivery of this Agreement;



(ii)

any payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Security Assets pursuant hereto;



(iii)

any actual or proposed amendment or waiver or consent under or in connection with this Agreement:



(iv)

any discharge or release of the pledge in this Agreement; or



(v)

the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other right in this Agreement;

unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or willful misconduct of the Security Trustee.

6.     SUCCESSORS AND ASSIGNS

6.1   Successors and assigns

This Pledge shall be binding upon and shall ensure to the benefit of the Pledgor and the Security Trustee and their respective successors and permitted assigns and references in this Pledge to any of them shall be construed accordingly.

6.2   Prior consent

The Pledgor shall not assign or transfer any of its rights and/or obligations under this Pledge without the prior written consent of the Security Trustee. The Security Trustee may assign and/or transfer part or all of its rights and/or obligations hereunder simultaneously with an assignment or transfer in accordance with the terms of the Notes. In such case the Pledgor will execute such documentation as considered necessary by the Security Trustee to effectuate such assignment and/or transfer.

6.3   Disclosure of information

The Security Trustee may disclose to a potential assignee, transferee or sub-participant, such information about the Pledgor as the Security Trustee considers appropriate.

7.     LIMITATION

The Pledgor's commitments as Pledgor hereunder may be limited by the applicable regulations in the Norwegian Limited Liability Companies Act No. 44, 1997 (as amended or replaced from time to time) Chapter 8 insofar as the Pledgor's commitments hereunder would constitute improper financial assistance.

8.     GOVERNING LAW AND JURISDICTION

This Declaration of Pledge shall be governed by and construed in accordance with Norwegian law. The Pledgor hereby unconditionally and irrevocably submits to the non-exclusive jurisdiction of the Norwegian courts, the venue to be the Oslo City court.

For and on behalf of
INGENIØR M O SCHØYENS BILCENTRALER AS

By:

Name with
block letters:

SCHEDULE 1

FORM OF FACTORING AGREEMENT
(In Norwegian: "Avtale om factoring etter panteloven § 4-10")

SCHEDULE 2

FORM OF PLEDGE OF MACHINERY AND PLANT
(In Norwegian: "Pant i driftstilbehør etter panteloven § 3-4, jfr § 3-6")

SCHEDULE 3

FORM OF PLEDGE OF INVENTORY
(In Norwegian: "Pant i varelager etter panteloven § 3-11")

SCHEDULE 4

FORM OF PLEDGE OF MOTOR VEHICLES AND CONSTRUCTION MACHINES
(In Norwegian: "Pant i motorvogner og anleggsmaskiner etter panteloven § 3-8")

UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM
APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY

Factoring agreement, cf
pledge act § 4-10(1)
To be sent to
Brønnøysundregistrene
Register of Mortgaged Movable property
8910 BRØNNØYSUND
Phone: 75 00 75 00

Sender(2) Name/firm, address, postal code, place		Customer number(3) 5717	Telephone 22 83 02 70
	Bugge, Arentz-Hansen & Rasmussen Postboks 1524 Vika 0117 Oslo

Debtor	Personal identification number(4)/org. number(5)	Name/firm(6)
	915 768 237	Ingeniør M. O. Schøyens Bilcentraler AS
	Address Drammensveien 155 C			Telephone 23 13 28 00
	Postal code 0277	Place Oslo
Creditor	Name/firm/address Deutsche Trustee Company Limited
	Address Winchester House, 1 Great Winchester Street
	Postal code EC2N 2DB	Place London, England
Previously registered(7)	Journal number		Journal date
Amount(8)	€ 130,000,000	With letters Euro one hundered and thirty million
Object of the agreement	The parties have entered into the following factoring agreement, cf. the pledge act § 4-10:   A o transfer of receivables in the business. B o transfer for security purposes of receivables in the business. C ý Plegde of receivables in the business.    The parties have entered into separate factoring agreement dated 22.01.2004 regulating the relationship between the parties.(9)
	The agreement includes receivables the business   1 o has    2 o will have in the future    3 ý Has and will have in the future (check one box)
	ý The agreement relates to the entire business   o The agreement is limited to the following limited part of the business:
	Include only terms where registration is necessary for the perfection (agreements regarding priority, etc)
Particular terms	First Priority

Date	Debitor's signature
22 January 2004
	Factoring agreement, cf the pledge act

1

Place and date Oslo/London, 22 January 2004
Transferor's /Debtor's signature(10)	Repeated with printed letters
Transferee's/Pledgee's signature	Repeated with printed letters
Certificate of registration, etc.

1.

Factoring agreement may only be entered into by businesses in accordance with the pledge act § 3-5. Defined as:

a.

Enterprises registered in the Register of Business Enterprises

b.

Institutions as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.

The register of mortgaged moveable property may require that a personal statement to the effect that the pledgor carries out agricultural business in accordance with the pledge act § 3-9 be presented. Cf. regulations to the pledge act § 3.

2.

The sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.

3.

This bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.

4.

All 11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carried out on the proprietors' name and personal identification number, cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.

5.

Specify registration number issued by Brønnøysundregistrene.

6.

For businesses, organisations, etc. complete and correct name must be stated.

7.

Old factoring agreements (to be re-registered) will retain the priority from the original main journal number. Original priority will thus be retained regardless the fact that a new journal number be noted in connection with re-registration.

8.

The pledge act § 1-4 will be applicable to factoring agreements. According to the pledge agreement § 1-4 it is a requirement for perfection that the maximum amount of the pledge claim or the highest amount the pledge shall secure be stated in the pledge document.

9.

Agreement solely regulating the relationship between the parties does not have to be registered.

10.

Transferor's/pledgor's signature is not required in connection with re-registration of previous agreement.

2

UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM
APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY

Mortgage deed for
pledge of machinery
and plant(1)
To be sent to
Brønnøysundregistrene
Register of Mortgaged Movable property
8910 BRØNNØYSUND
Phone: 75 00 75 00

All 4 pages of the form must be submitted, with the signature of the debtor at the bottom of each page.

Sender(2)	Customer number(3)	Name/firm
	5717	Bugge, Arentz-Hansen & Rasmussen
	Address			Telephone
	Postboks 1524 Vika			22 83 02 70
	Postal code	Place
	0117	Oslo
Debtor	Personal identification number(4)/org. number(5)	Name/firm(6)
	915 768 237	Ingeniør M. O. Schøyens Bilcentraler AS
	Address			Telephone
	Drammensveien 155 C			23 13 28 00
	Postal code	Place
	0277	Oslo
Declares to owe
Creditor	Name/firm/address Deutsche Trustee Company Limited(*)			OR ORDER
Amount	€ 130,000,000	With letters Euro one hundered and thirty million
Maturity/ Instalment	The capital (the amount) will be repaid In accordance with agreement dated 22 January 2004
Interest	Interest accrues from in accordance with agreement with        % p.a. Interest to be paid in arrears each                                                 and                                                First time Of matured interest, instalment or capital, interest of        % p.a. above ordinary interest to be paid
To be pledged as ecurity for the payment of the capital with interest and costs:    A ý The pledgors machinery and plant with the contennt it from time to time includes, cf. pledge act § 3-11    B o The following part operationally separated from the other machinery and plant and that constitute a separate unit, with the contennt it from time to time includes
Previous registration(7)	Office		Journal number	Journal date
Right of advancement	The deed has right of advancement as encumbrances with equal or higher priority are payed off, and has currently priority after:
		(If the deed shall not have the right of advancement, the following item must be completed. If not completed the deed will be considered to have the right of advancement)
	o	The deed does not have the right of advancement after NOK

Date	Debitor's signature
22 January 2004
	Mortgage deed for pledge of machinery and plant

1

The pledge is carried out in accordance with the pledge act of 8 February 1980 no. 2    The Debtor agrees to the recovery of the debt including interest and extrajudicial costs without legal proceedings in accordance with the Enforcement Act § 7-2 letter a
Place and date Oslo, 22 January 2004
Debtor's signature	Repeated with printed letters
I/we confirm that the poerson/persons who has signed the document is/are more than 18 years old, and has/have signed or acknowledged his/their signature(s) on this document in my/our precence. I/we am/are sui juris.(8)
1. Signature	Repeated with printed letters
Address
2. Signature	Repeated with printed letters
Address
Room for certificate of registration, remarks, etc.

(*)

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB
England

1.

The form may only be used in connection with pledges by businesses in accordance with the pledge act § 3-5. Defined as:

a.

Enterprises registered in the Register of Business Enterprises

b.

Institutions as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.

2.

The sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.

3.

This bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.

4.

All 11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carrieid out on the proprietors name and personal identification number, cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.

5.

Specify registration number issued by Brønnøysund registrene.

6.

For businesses, organisations, etc. complete and correct name must be stated.

2

7.

The regulation of pledges of machinery and plant in the pledge agreement was amended bylegal amendment dated 01.06.2001, in force 01.07.2001. Pledges of stock in trade registered in the land register prior to the entry into force of this amendment, must be registered in the Register of Mortgaged Movable property within one year after the entry into force. Old pledges registered within the expiry of the deadline will be considered to be perfected and rank in accordance with the previous regulation. The time of the original registration must therefore be stated in connection with the re-registration.

8.

Confirmation can be given by two sui huris persons or by Norwegian judge (hereunder members of conciliation board, deputy judges and land conslilation jucdge), police sergeant or deputy police sergeant, enforcement officer or deputy enforcement officer approved by the enforcement court, attorney at law or authorised assistant attorney at law, state authorised or chartered accountant, authorised real estate agent, holder of debt collection licence employed with a debt collector or Norwegian or foreign notary public.

Date	Debtor's signature
22 January 2004
	Mortgage deed for pledge of machinery and plant

3

UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM
APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY

Mortgage deed for
pledge of motor
vehicles(1)
To be sent to
Brønnøysundregistrene
Register of Mortgaged Movable property
8910 BRØNNØYSUND
Phone: 75 00 75 00

All 4 pages of the form must be submitted, with the signature of the debtor at the bottom of each page.

Sender(2)	Customer number(3)	Name/firm
	5717	Bugge, Arentz-Hansen & Rasmussen
	Address		Telephone
	Postboks 1524 Vika		22 83 02 70
	Postal code	Place
	0117	Oslo
Debtor	Personal identification number(4)/org. number(5)	Name/firm(6)
	915 768 237	Ingeniør M. O. Schøyens Bilcentraler AS
	Address		Telephone
	Drammensveien 155 C		23 13 28 00
	Postal code	Place
	0277	Oslo
Declares to owe
Creditor	Name/firm/address Deutsche Trustee Company Limited(*)		OR ORDER
Amount	€ 130,000,000	With letters Euro one hundered and thirty million
Maturity/ Instalment	The capital (the amount) will be repaid In accordance with agreement dated 22 January 2004
Interest	Interest accrues from in accordance with agreement with        % p.a. Interest to be paid in arrears each                                                 and                                                First time Of matured interest, instalment or capital, interest of        % p.a. above ordinary interest to be paid
To be pledged as ecurity for the payment of the capital with interest and costs:    A ý All of the pledgors' motor vehicles(7). If the pledgor is a contractor the pledge includes all of the contractors motor vehicles and moveable construction machines(7), as they are from time to time, cf. the pledge act § 3-8.    B o All of the pledgors' motor vehicles(7). If the pledgor is a contractor the pledge includes all of the contractors motor vehicles and moveable construction machines(7), as they are from time to time, cf. the pledge act § 3-8. The pledge relates to the following operationally separated part of the business.    C o The following motor vehicle(s)7/ moveable construction machine(s)(7).
Right of advancement	The deed has right of advancement as encumbrances with equal or higher priority are payed off, and has currently priority after:
		(If the deed shall not have the right of advancement, the following item must be completed. If not completed the deed will be considered to have the right of advancement)
	o	The deed does not have the right of advancement after NOK

Date	Debitor's signature
22 January 2004
	Mortgage deed for pledge of motor vehicles

1

The pledge is carried out in accordance with the pledge act of 8 February 1980 no. 2    The Debtor agrees to the recovery of the debt including interest and extrajudicial costs without legal proceedings in accordance with the Enforcement Act § 7-2 letter a
Place and date Oslo, 22 January 2004
Debtor's signature	Repeated with printed letters
I/we confirm that the poerson/persons who has signed the document is/are more than 18 years old, and has/have signed or acknowledged his/their signature(s) on this document in my/our precence. I/we am/are sui juris.(8)
1. Signature	Repeated with printed letters
Address
2. Signature	Repeated with printed letters
Address
Room for certificate of registration, remarks, etc.

(*)

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB
England

1.

The form may only be used in connection with pledges by businesses in accordance with the pledge act § 3-5. Defined as:

a.

Enterprises registered in the Register of Business Enterprises

b.

Institutions as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.

2.

The sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.

3.

This bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.

4.

All 11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carrieid out on the proprietors name and personal identification number, cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.

5.

Specify registration number issued by Brønnøysund registrene.

6.

For businesses, organisations, etc. complete and correct name must be stated.

7.

According to the pledge act § 3-8 motor vehicles are defined as vehicles that are motorised, cf. the road traffic act §2 subsection 2 and the vehicle regulations § 124. Trailors subject to registration are regarded as motor vehicles, cf. the road traffic act § 15 subsection 1.

Unregistered motor vehicle or construction machine shall be identified with factory mark, year, chassis number or other identification number.

2

According to the pledge act § 3-8 railway materiel is defined as materiel used or designated for use by suburban railway, subway or tram.

Individual pledges of railway materiel shall identify the materiel with factory mark, year, chassis number or other identification number.

8.

Confirmation can be given by two sui huris persons or by Norwegian judge (hereunder members of conciliation board, deputy judges and land conslilation jucdge), police sergeant or deputy police sergeant, enforcement officer or deputy enforcement officer approved by the enforcement court, attorney at law or authorised assistant attorney at law, state authorised or chartered accountant, authorised real estate agent, holder of debt collection licence employed with a debt collector or Norwegian or foreign notary public.

Date	Debtor's signature
22 January 2004
	Mortgage deed for pledge of motor vehicles

3

UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM
APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY

Mortgage deed for
pledge of stock in
trade(1)
To be sent to
Brønnøysundregistrene
Register of Mortgaged Movable property
8910 BRØNNØYSUND
Phone: 75 00 75 00

All 4 pages of the form must be submitted, with the signature of the debtor at the bottom of each page.

Sender(2)	Customer number(3)	Name/firm
	5717	Bugge, Arentz-Hansen & Rasmussen
	Address		Telephone
	Postboks 1524 Vika		22 83 02 70
	Postal code	Place
	0117	Oslo
Debtor	Personal identification number(4)/org. number(5)	Name/firm(6)
	915 768 237	Ingeniør M. O. Schøyens Bilcentraler AS
	Address		Telephone
	Drammensveien 155 C		23 13 28 00
	Postal code	Place
	0277	Oslo
Declares to owe
Creditor	Name/firm/address Deutsche Trustee Company Limited(*)		OR ORDER
Amount	€ 130,000,000	With letters Euro one hundered and thirty million
Maturity/ Instalment	The capital (the amount) will be repaid In accordance with agreement dated 22 January 2004
Interest	Interest accrues from in accordance with agreement with        % p.a. Interest to be paid in arrears each                                                 and                                                First time Of matured interest, instalment or capital, interest of        % p.a. above ordinary interest to be paid
To be pledged as ecurity for the payment of the capital with interest and costs:    A ý The pledgors stock in trade with the contennt it from time to time includes, cf. pledge act § 3-11    B o The following part operationally separated from the other stock in trade and that constitute a separate unit, with the contennt it from time to time includes
Right of advancement	The deed has right of advancement as encumbrances with equal or higher priority are payed off, and has currently priority after:
		(If the deed shall not have the right of advancement, the following item must be completed. If not completed the deed will be considered to have the right of advancement)
	o	The deed does not have the right of advancement after NOK

Date	Debitor's signature
22 January 2004
	Mortgage deed for pledge of stock in trade

1

The pledge is carried out in accordance with the pledge act of 8 February 1980 no. 2    The Debtor agrees to the recovery of the debt including interest and extrajudicial costs without legal proceedings in accordance with the Enforcement Act § 7-2 letter a
Place and date Oslo, 22 January 2004
Debtor's signature	Repeated with printed letters
I/we confirm that the poerson/persons who has signed the document is/are more than 18 years old, and has/have signed or acknowledged his/their signature(s) on this document in my/our precence. I/we am/are sui juris.(7)
1. Signature	Repeated with printed letters
Address
2. Signature	Repeated with printed letters
Address
Room for certificate of registration, remarks, etc.

(*)

Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2 DB
England

1.

The form may only be used in connection with pledges by businesses in accordance with the pledge act § 3-5. Defined as:

a.

Enterprises registered in the Register of Business Enterprises

b.

Institutions as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.

2.

The sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.

3.

This bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.

4.

All 11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carrieid out on the proprietors name and personal identification number, cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.

5.

Specify registration number issued by Brønnøysund registrene.

6.

For businesses, organisations, etc. complete and correct name must be stated.

7.

Confirmation can be given by two sui huris persons or by Norwegian judge (hereunder members of conciliation board, deputy judges and land conslilation jucdge), police sergeant or deputy police sergeant, enforcement officer or deputy enforcement officer approved by the enforcement court, attorney at law or authorised assistant attorney at law, state authorised or chartered accountant, authorised real estate agent, holder of debt collection licence employed with a debt collector or Norwegian or foreign notary public.

Date	Debitor's signature
22 January 2004
	Mortgage deed for pledge of stock in trade

2

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Exhibit 10.20
SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4

EX-11.1

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Exhibit 11.1

Statement re Computation of per share Earnings (Loss)

	Concordia Bus Nordic Holding AB
			Year ended February 28,					Year ended February 29,
	Year ended April 30, 1999	10 months ended February 29, 2000
			2001	2002		2003		2004
Swedish GAAP
Net income/(loss) (in millions of SEK)	54	12	4	(173	)	(179	)	(171	)
Weighted-average number of shares outstanding	300	300	300	300		300		300
Net income/(loss) per share (in thousands of SEK)-basic and diluted	180	40	13	(577	)	(596	)	(572	)

	Concordia Bus Nordic Holding AB
	Year ended February 28,				Year ended February 29,
	2002		2003		2004
US GAAP
Net loss (in millions of SEK)	(188	)	(168	)	(127	)
Weighted-average number of shares outstanding	300		300		300
Net loss per share (in thousands of SEK)-basic and diluted	(626	)	(560	)	(425	)

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Exhibit 11.1

Statement re Computation of per share Earnings (Loss)

EX-21.1

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Exhibit 21.1

LIST OF SUBSIDIARIES OF CONCORDIA BUS NORDIC AB (publ)

        The following companies are subsidiaries of Concordia Bus Nordic AB (publ) as of February 28, 2004.

Name of Subsidiary			Incorporated in
Operating company
Concordia Bus Nordic AB			Sweden
Interbus AB			Sweden
Swebus AB			Sweden
Swebus BusCo AB			Sweden
Swebus Express AB			Sweden
Foreign subsidiary
Concordia Bus Finland Oy Ab			Finland
Ingeniør M.O. Schøyens Bilcentraler A/S			Norway
Real estate companies
Swebus Fastigheter AB			Sweden
	Subsidiaries to Swebus Fastigheter AB:
		Alpus AB	Sweden
		Malmfältens Omnibus AB	Sweden
		Enköping-Bålsta Fastighetsbolag AB	Sweden
Dormant companies
Arlanda buss AB			Sweden
Billingens Trafik AB			Sweden
Enköping-Bålsta Trafik AB			Sweden
Gävle Trafik AB			Sweden
Hälsinge Wasatrafik AB			Sweden
AB Härnösandsbuss			Sweden
AB Interbus Finans			Sweden
Karlstadsbuss AB			Sweden
AB Kristinehamns Omnibusstrafik			Sweden
Saltsjöbuss AB			Sweden
Swebus Service AB			Sweden
Swebus Västerås AB			Sweden
Tumlare Buss AB			Sweden
Wasabuss AB			Sweden
Wasatrafik AB			Sweden
AS Concordia Bus Baltic Holding			Estonia

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Exhibit 21.1

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Registration Statement of Concordia Bus Nordic AB (publ) on Form F-4 of our report dated May 24, 2004, relating to the consolidated financial statements of Concordia Bus Nordic Holding AB as of February 28, 2003 and February 29, 2004 and for each of the three years in the period ended February 29, 2004 (which report expresses and unqualified opinion and includes an explanatory paragraph relating to the differences between accounting principles generally accepted in Sweden and accounting principles generally accepted in the United States of America and the effect that the application of the latter would have on the determination of net loss and shareholder's equity), appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the headings "Experts" and "General Information" in such Prospectus.

Deloitte & Touche AB
Stockholm, Sweden
May 24, 2004

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

EX-23.2

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Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Registration Statement of Concordia Bus Nordic AB (publ) on Form F-4 of our report dated May 24, 2004, relating to the financial statements of Swebus AB as of February 28, 2003 and February 29, 2004 and for each of the three years in the period ended February 29, 2004 (which report expresses and unqualified opinion and includes an explanatory paragraph relating to the differences between accounting principles generally accepted in Sweden and accounting principles generally accepted in the United States of America and the effect that the application of the latter would have on the determination of net loss and shareholder's equity), appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the headings "Experts" in such Prospectus.

Deloitte & Touche AB
Stockholm, Sweden
May 24, 2004

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Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

EX-23.3

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Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Registration Statement of Concordia Bus Nordic AB (publ) on Form F-4 of our report dated May 25, 2004, relating to the financial statements of Ingeniør M. O. Schøyens Bilcentraler AS as of February 28, 2003 and February 29, 2004 and for each of the years then ended, appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the headings "Experts" in such Prospectus.

Deloitte & Touche AS
Oslo, Norway
May 25, 2004

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Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

EX-25.1

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Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)

NEW YORK (Jurisdiction of Incorporation or organization if not a U.S. national bank)	13-4941247 (I.R.S. Employer Identification no.)
60 WALL STREET NEW YORK, NEW YORK (Address of principal executive offices)	10005 (Zip Code)
Deutsche Bank Trust Company Americas Attention: Will Christoph Legal Department 60 Wall Street, 36th New York, New York 10005 (212) 250-0378 (Name, address and telephone number of agent for service)

Ingeniør M.O. Schøyens Bilcentraler AS (Exact name of registrant as specified in its charter)	Concordia Bus Nordic Holding AB Concordia Bus Nordic AB (publ) Alpus AB Enköping-Bålsta Fastighetsbolag AB Interbus AB Malmfältens Omnibus AB Swebus AB Swebus Busco AB Swebus Express AB Swebus Fastigheter AB (Exact name of registrant as specified in its charter)	Concordia Bus Finland Oy Ab (Exact name of registrant as specified in its charter)
Norway (State or other jurisdiction of incorporation or organization)	Sweden (State or other jurisdiction of incorporation or organization)	Finland (State or other jurisdiction of incorporation or organization)
	Not Applicable (I.R.S. Employer Identification No.)

Solna Strandväg 78, SE-171 54,
Solna, Sweden 011 46 85 46 30 000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

4100
(Primary Standard Industrial Classification Code Number)

CT Corporation System
111 Eighth Avenue, New York, NY 10011 (212) 894-8600
(Address, including zip code, and telephone number, including
area code, of agent for service of process)

Copies of Communications to:
Robert S. Trefny, Esq.
Clifford Chance Limited Liability Partnership
10 Upper Bank Street
London E14 5JJ United Kingdom

Debt Securities
€130,000,000 9.125% Senior Secured Notes due August 1, 2009

Item 1. General Information.

        Furnish the following information as to the trustee.

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b)

Whether it is authorized to exercise corporate trust powers.
Yes.

Item 2. Affiliations with Obligor.

        If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None.

Item 3.-15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1—	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 22, 2002, copies attached.
Exhibit 2—	Certificate of Authority to commence business—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 3—	Authorization of the Trustee to exercise corporate trust powers—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 4—	Existing By-Laws of Bankers Trust Company, as amended on April 15, 2002. Copy attached.
Exhibit 5—	Not applicable.
Exhibit 6—	Consent of Bankers Trust Company required by Section 321(b) of the Act.—Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864.
Exhibit 7—	The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2003. Copy attached.
Exhibit 8—	Not Applicable.
Exhibit 9—	Not Applicable.

2

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 19^th day of May, 2004.

DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/  RODNEY GAUGHAN Rodney Gaughan Assistant Vice President

3

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law," dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 25th day of September in the Year of our Lord one thousand nine hundred and ninety-eight.

Manuel KurskyDeputy Superintendent of Banks

RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

Under Section 8007
Of the Banking Law

Bankers Trust Company
1301 6^th Avenue, 8^th Floor
New York, N.Y. 10019

Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998

RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

        1.     The name of the corporation is Bankers Trust Company.

        2.     The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on March 5, 1903.

        3.     The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein-set forth in full, to wit:

"Certificate of Organization
of
Bankers Trust Company

        Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:

           I.  The name by which the said corporation shall be known is Bankers Trust Company.

          II.  The place where its business is to be transacted is the City of New York, in the State of New York.

        III.  Capital Stock: The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.

(a)

Common Stock

        1.     Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.

        2.     Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.

        3.     Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

        4.     Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.

(b)

Series Preferred Stock

        1.     Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, buy without limiting the generality of the foregoing, the following:

          (i)  The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

         (ii)  The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

        (iii)  Whether or not the share of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

        (iv)  The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

         (v)  The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

        (vi)  Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and

       (vii)  Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares outstanding.

        All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and

shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (I) to (vii) inclusive above.

        2.     Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.

        All Shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

        3.     Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

        4.     Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.

        5.     Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.

        6.     Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to

purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.

(c)

Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)

        1.     Designation: The distinctive designation of the series established hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A" (hereinafter called "Series A Preferred Stock").

        2.     Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.

        3.     Dividends:

        (a)   Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the "Issue Date") and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year ("Dividend Payment Date") commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is herein called a "Dividend Period". If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.

        (b)   Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on the basis of the following provisions:

          (i)  On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.

         (ii)  On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New

York City selected by the corporation at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.

         (ii)  The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term "London Business Day" shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

        4.     Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.

        So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be, materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.

        The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.

        5.     Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the "liquidation value") together with the amount of all dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.

        6.     Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.

        At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

        In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders. If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation's obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

         IV.  The name, residence and post office address of each member of the corporation are as follows:

Name	Residence	Post Office Address
James A. Blair	9 West 50th Street, Manhattan, New York City	33 Wall Street, Manhattan, New York City
James G. Cannon	72 East 54th Street, Manhattan New York City	14 Nassau Street, Manhattan, New York City
E. C. Converse	3 East 78th Street, Manhattan, New York City	139 Broadway, Manhattan, New York City
Henry P. Davison	Englewood, New Jersey	2 Wall Street, Manhattan, New York City
Granville W. Garth	160 West 57th Street, Manhattan, New York City	33 Wall Street Manhattan, New York City
A. Barton Hepburn	205 West 57th Street Manhattan, New York City	83 Cedar Street Manhattan, New York City
William Logan	Montclair, New Jersey	13 Nassau Street Manhattan, New York City
George W. Perkins	Riverdale, New York	23 Wall Street, Manhattan, New York City
William H. Porter	56 East 67th Street Manhattan, New York City	270 Broadway, Manhattan, New York City

John F. Thompson	Newark, New Jersey	143 Liberty Street, Manhattan, New York City
Albert H. Wiggin	42 West 49th Street, Manhattan, New York City	214 Broadway, Manhattan, New York City
Samuel Woolverton	Mount Vernon, New York	34 Wall Street, Manhattan, New York City
Edward F.C. Young	85 Glenwood Avenue, Jersey City, New Jersey	1 Exchange Place, Jersey City, New Jersey

           V.  The existence of the corporation shall be perpetual.

        VI.  The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized accordance with the provisions of the Banking Law of the State of New York.

       VII.  The number of directors of the corporation shall not be less than 10 nor more than 25."

        4.     The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 6^th day of August, 1998.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 6^th day of August, 1998.

JAMES T. BYRNE, Jr. James T. Byrne, Jr.
Managing Director and Secretary

LEA LAHTINEN Lea Lahtinen
Vice President and Assistant Secretary

LEA LAHTINEN Lea Lahtinen

State of New York	)
	) ss:
County of New York	)

        Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

	LEA LAHTINEN Lea Lahtinen
Sworn to before me this 6th day of August, 1998.
SANDRA L. WEST Notary Public
SANDRA L. WEST Notary Public State of New York No. 31-4942101 Qualified in New York County Commission Expires September 19, 1998

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law," dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 31st day of August in the Year of our Lord one thousand nine hundred and ninety-eight.

Manuel KurskyDeputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

        1.     The name of the corporation is Bankers Trust Company.

        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

        3.     The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

        4.     Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

        "III. The amount of capital stock which the corporation is hereafter to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

        "III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

        5.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September, 1998

James T. Byrne, Jr. James T. Byrne, Jr.
Managing Director and Secretary

Lea Lahtinen Lea Lahtinen
Vice President and Assistant Secretary

State of New York	)
	) ss:
County of New York	)

        Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

	Lea Lahtinen Lea Lahtinen
Sworn to before me this 25th day of September, 1998
Sandra L. WestNotary Public
SANDRA L. WEST Notary Public State of New York No. 31-4942101 Qualified in New York County Commission Expires September 19, 2000

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law," dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 18th day of December in the Year of our Lord one thousand nine hundred and ninety-eight.

P. Vincent ConlonDeputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

        1.     The name of the corporation is Bankers Trust Company.

        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

        3.     The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

        4.     Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

        "III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

        "III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

        5.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December, 1998

James T. Byrne, Jr. James T. Byrne, Jr.
Managing Director and Secretary

Lea Lahtinen Lea Lahtinen
Vice President and Assistant Secretary

State of New York	)
	) ss:
County of New York	)

        Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

	Lea Lahtinen Lea Lahtinen
Sworn to before me this 16th day of December, 1998
Sandra L. WestNotary Public
SANDRA L. WEST Notary Public State of New York No. 31-4942101 Qualified in New York County Commission Expires September 19, 2000

BANKERS TRUST COMPANY

ASSISTANT SECRETARY'S CERTIFICATE

        I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation duly organized and existing under the laws of the State of New York, the United States of America, do hereby certify that attached copy of the Certificate of Amendment of the Organization Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on file in the Banking Department, State of New York.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this 4th day of April, 2002.

[SEAL]
		/s/ LEA LAHTINEN Lea Lahtinen, Vice President and Assistant Secretary Bankers Trust Company
State of New York	)
	) ss.:
County of New York	)

        On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ SONJA K. OLSEN Notary Public

SONJA K. OLSEN
Notary Public, State of New York
No. 01OL4974457
Qualified in New York County
Commission Expires November 13, 2002

State of New York,

Banking Department

        I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the Banking Law" dated February 27, 2002, providing for a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.

        Witness, my hand and official seal of the Banking Department at the City of New York,

this 14th day of March two thousand and two.

/s/ P. VINCENT CONLON Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

        We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

        1.     The name of corporation is Bankers Trust Company.

        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

        3.     Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.

        4.     The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.

        5.     The first paragraph number 1 of the organization of Bankers Trust Company with the reference to the name of the Bankers Trust Company, which reads as follows:

        "1. The name of the corporation is Bankers Trust Company."

is hereby amended to read as follows effective on April 15, 2002:

        "1. The name of the corporation is Deutsche Bank Trust Company Americas."

        6.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

		/s/ JAMES T. BYRNE Jr. James T. Byrne Jr. Secretary
		/s/ LEA LAHTINEN Lea Lahtinen Vice President and Assistant Secretary
State of New York	)
	) ss.:
County of New York	)

        Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she

has read the foregoing certificate and knows the contents thereof, and that the statements therein contained are true.

	/s/ LEA LAHTINEN Lea Lahtinen
Sworn to before me this 27th day of February, 2002
/s/ SANDRA L. WEST Notary Public

SANDRA L. WEST
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002

EXHIBIT A

State of New York

Banking Department

        I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

        THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and

        THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business on March 24, 1903; and

        THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Banks as of the dates specified:

        Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 14, 1905

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 4, 1909

        Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on February 1, 1911

        Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on June 17, 1911

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 8, 1911

        Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on August 8, 1911

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on March 21, 1912

        Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on January 15, 1915

        Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on December 18, 1916

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 20, 1917

        Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on April 20, 1917

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 28, 1918

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 4, 1919

        Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 15, 1926

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on June 12, 1928

        Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on April 4, 1929

        Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 11, 1934

        Certificate of Extension to perpetual—filed on January 13, 1941

        Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 13, 1941

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 11, 1944

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed January 30, 1953

        Restated Certificate of Incorporation—filed November 6, 1953

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 8, 1955

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 1, 1960

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on July 14, 1960

        Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 30, 1960

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on January 26, 1962

        Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 9, 1963

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 7, 1964

        Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 24, 1965

        Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock—filed January 24, 1967

        Restated Organization Certificate—filed June 1, 1971

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed October 29, 1976

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 22, 1977

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed August 5, 1980

        Restated Organization Certificate—filed July 1, 1982

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1984

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 18, 1986

        Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors—filed January 22, 1990

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 28, 1990

        Restated Organization Certificate—filed August 20, 1990

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 26, 1992

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 28, 1994

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1995

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1995

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 21, 1996

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1996

        Certificate of Amendment to the Organization Certificate providing for an increase in capital stock—filed June 27, 1997

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 26, 1997

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 29, 1997

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 26, 1998

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1998

        Restated Organization Certificate—filed August 31, 1998

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 25, 1998

        Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 18, 1998; and

        Certificate of Amendment of the Organization Certificate providing for a change in the number of directors—filed September 3, 1999; and

        THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Banks except those set forth above; and attached hereto; and

        I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with its principal office and place of business located at 130 Liberty Street, New York, New York.

        WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day of October in the Year Two Thousand and One.

/s/  P. VINCENT CONLON Deputy Superintendent of Banks

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York

BY-LAWS
of

Deutsche Bank Trust Company Americas

ARTICLE I

MEETINGS OF STOCKHOLDERS

        SECTION 1.    The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.

        SECTION 2.    Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.

        SECTION 3.    At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.

        SECTION 4.    The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

        SECTION 1.    The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

        All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

        No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.

        SECTION 2.    Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

        SECTION 3.    The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

        SECTION 4.    The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.

        SECTION 5.    Regular meetings of the Board of Directors shall be held from time to time provided, however, that the Board of Directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the Board of Directors shall meet at least once, and its Executive Committee shall not be required to meet at least once in each thirty day period during which the Board of Directors does not meet. Special meetings of the Board of Directors may be called upon at least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.

        SECTION 6.    The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

        SECTION 1.    There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Committee as the Committee from time to time may designate shall preside at such meetings.

        The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.

        A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.

        SECTION 2.    There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors' examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.

        In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company's assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the

extent considered necessary or advisable in order to determine that the operations of the Company, including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.

        SECTION 3.    The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

        SECTION 1.    The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.

        SECTION 2.    The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.

        The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to

the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.

        The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.

        SECTION 3.    The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.

        SECTION 4.    The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

        SECTION 1.    The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys' fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

        SECTION 2.    The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.

        SECTION 3.    The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final

adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

        SECTION 4.    Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.

        SECTION 5.    Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

        SECTION 6.    The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

        SECTION 7.    If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

        SECTION 8.    A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.

ARTICLE VI

SEAL

        SECTION 1.    The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

        SECTION 2.    The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

        SECTION 1.    Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

        SECTION 1.    The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

        SECTION 1.    These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.

        I, Rodney Gaughan, Assistant Vice President, of Deutsche Bank Trust Company Americas, New York, New York, hereby certify that the foregoing is a complete, true and correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that the same are in full force and effect at this date.

Assistant Vice President

DATED AS OF: May 19, 2004

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	RC-1
NEW YORK City	11
NY                        10005-2858 State                        Zip Code

FDIC Certificate Number—00623

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

Dollar Amounts in Thousands				RCFD
ASSETS				//////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A):				//////////////////
	a. Noninterest-bearing balances and currency and coin(1)			0081	2,035,000	1.a.
	b. Interest-bearing balances(2)			0071	94,000	1.b.
2. Securities:				//////////////////
	a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a.
	b. Available-for-sale securities (from Schedule RC-B, column D)			1773	59,000	2.b.
3. Federal funds sold and securities purchased under agreements to resell				RCON		3.
	a. Federal funds sold in domestic offices			B987	378,000	3.a
				RCFD
	b. Securities purchased under agreements to resell(3)			B989	7,188,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):				//////////////////
	a. Loans and leases held for sale			5369	0	4.a.
	b. Loans and leases, net unearned income	B528	10,097,000	//////////////////		4.b.
	c. LESS: Allowance for loan and lease losses	3123	406,000	//////////////////		4.c.
	d. Loans and leases, net of unearned income and allowance     (item 4.b minus 4.c)			B529	////////////////// 6,419,000	4.d.
5. Trading Assets (from schedule RC-D)				3545	11,746,000	5.
6. Premises and fixed assets (including capitalized leases)				2145	319,000	6.
7. Other real estate owned (from Schedule RC-M)				2150	39,000	7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)				2130	3,043,000	8.
9. Customers' liability to this bank on acceptances outstanding				2155	0	9.
10. Intangible assets				//////////////////
	a. Goodwill			3163	0	10.a
	b. Other intangible assets (from Schedule RC-M)			0426	28,000	10.b
11. Other assets (from Schedule RC-F)				2160	2,720,000	11.
12. Total assets (sum of items 1 through 11)				2170	34,068,000	12.

(1)

Includes cash items in process of collection and unposted debits.

(2)

Includes time certificates of deposit not held for trading.

(3)

Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	RC-2
FDIC Certificate Number—00623 12

Schedule RC—Continued

Dollar Amounts in Thousands
LIABILITIES
13. Deposits:					/////////////////////
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)				RCON 2200	7,962,000	13.a.
		(1) Noninterest-bearing(1)	RCON 6631	3,050,000	/////////////////////		13.a.(1)
		(2) Interest-bearing	RCON 6636	6,784,000	/////////////////////		13.a.(2)
	b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E     part II)				RCFN 2200	///////////////////// 7,180,000	13.b.
		(1) Noninterest-bearing	RCFN 6631	1,814,000	/////////////////////		13.b.(1)
		(2) Interest-bearing	RCFN 6636	7,609,000	/////////////////////		13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase: RCON
	a. Federal Funds purchased in domestic offices(2)				B993	7,574,000	14.a
					RCFD
	b. Securities sold under agreements to repurchase(3)				8995	0	14.b
15. Trading liabilities (from Schedule RC-D)					RCFD 3548	1,425,000	15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):					///////////////////
	(from Schedule RC-M):				RCFD 3190	83.000	16.
17. Not Applicable.					////////////////////		17.
18. Bank's liability on acceptances executed and outstanding					RCFD 2920	0	18.
19. Subordinated notes and debentures(2)					RCFD 3200	9,000	19.
20. Other liabilities (from Schedule RC-G)					RCFD 2930	2,004,000	20.
21. Total liabilities (sum of items 13 through 20)					RCFD 2948	26,237,000	21.
22. Minority interest in consolidated subsidiaries					RCFD 3000	627,000	22.
					////////////////////
EQUITY CAPITAL					////////////////////
23. Perpetual preferred stock and related surplus					RCFD 3838	1,500,000	23.
24. Common stock					RCFD 3230	2,127,000	24.
25. Surplus (exclude all surplus related to preferred stock)					RCFD 3839	584,000	25.
26. a. Retained earnings					RCFD 3632	2,968,000	26.a.
	b. Accumulated other comprehensive Income(3)				RCFD B530	25,000	26.b.
27. Other equity capital components(4)					RCFD A130	0	27.
28. Total equity capital (sum of items 23 through 27)					RCFD 3210	7,204,000	28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)					RCFD 3300	34,068,000	29.
Memorandum
To be reported only with the March Report of Condition.
						Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001					RCFD 6724	N/A	M.1

1	=	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2	=	Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3	=	Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm
4	=	Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5	=	Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)
6	=	Review of the bank's financial statements by external auditors
7	=	Compilation of the bank's financial statements by external auditors
8	=	Other audit procedures (excluding tax preparation work)
9	=	No external audit work

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)

Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16, "other borrowed money."

(3)

Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)

Includes limited-life preferred stock and related surplus.

(5)

Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)

Includes treasury stock and unearned Employee Stock Plan shares.

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Exhibit 25.1
Item 1. General Information.
Item 2. Affiliations with Obligor.
Item 3.-15. Not Applicable
Item 16. List of Exhibits.

SIGNATURE
State of New York, Banking Department
RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST Under Section 8007 of the Banking Law
BANKERS TRUST COMPANY ASSISTANT SECRETARY'S CERTIFICATE
State of New York, Banking Department
CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law
DEUTSCHE BANK TRUST COMPANY AMERICAS BY-LAWS APRIL 15, 2002

EX-99.1

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Exhibit 99.1

Offer to Exchange


9.125% Senior Secured Notes due August 1, 2009
for 9.125% Senior Secured Notes due August 1, 2009


of


CONCORDIA BUS NORDIC AB (publ)

To Book-Entry Transfer Facility Participants;

        Concordia Bus Nordic AB (publ) (the "Issuer") is offering to exchange the €1,000 principal amount of its 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes"), which have been registered under the Securities Act of 1933 (the "Securities Act"), for the €1,000 principal amount of its outstanding 9.125% Senior Secured Notes due August 1, 2009 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Issuer's Prospectus, dated                    , 2004. The Notes do not require submission of letter of transmittal for acceptance in the exchange offer (the "Exchange Offer").

        In connection with the Exchange Offer, book-entry interests in the Old Notes ("Old Book-Entry Interests") may by tendered in exchange for book-entry interests in the Exchange Notes ("Exchange Book-Entry Interests") which are trading through the facilities of Euroclear or Clearstream (the "Book-Entry Transfer Facilities") you must contact Euroclear or Clearstream, as applicable, to arrange to block your account with the outstanding Euro notes. In lieu of delivering a letter of transmittal to Deutsche Bank AG, you must notify Euroclear or Clearstream, as the case may be, to deliver to Deutsche Bank AG prior to 5.00 p.m., central european time, on the expiration date, a computer generated message, in which you acknowledge and agree to be bound by the terms of the prospectus. References below to Exchange or Old Notes include Exchange or Old Book-Entry Interests.

        The following documents are available upon request from the Exchange Agent:

1.

Prospectus dated                    , 2004;



2.

Letter of Transmittal;



3.

Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer (Annex A); and

        WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M. CENTRAL EUROPEAN TIME ON                    , 2004, UNLESS EXTENDED.

        The Offer is not conditioned upon any minimum number of Old Notes being tendered.

        To participate in the Exchange Offer, a beneficial holder must cause a Book-Entry Transfer Facility Participant to you must contact Euroclear or Clearstream, as applicable, to arrange to block your account with the outstanding Euro notes. In lieu of delivering a letter of transmittal to Deutsche Bank AG, you must notify Euroclear or Clearstream, as the case may be, to deliver to Deutsche Bank AG prior to 5.00 p.m., central european time, on the expiration date, a computer generated message, in which you acknowledge and agree to be bound by the terms of the prospectus terms of the Letter of Transmittal. By complying with the appropriate Book-Entry Transfer Facility's procedures with respect to the Exchange Offer, the participant confirms on behalf of itself and the beneficial owners of tendered Old Notes all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the Letter of Transmittal to the Exchange Agent.

        Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Issuer for itself and on behalf of the beneficial holders of the Old Notes that it is tendering that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the holder of the Old Notes, (ii) neither the holder nor any such person is engaging in or intends to engage in a distribution of the Exchange Notes, (iii) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iv) neither the holder nor any such other person is an "affiliate", as defined under Rule 405 promulgated under the Securities Act, of the Issuer and (v) if the beneficial holder of the Old Notes is a broker-dealer, that it acquired the Old Notes as a result of market-making or other trading activities and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, however, by so acknowledging and by delivering a prospectus, such holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The holder acknowledges that in reliance on an interpretation by the staff of the SEC, a broker-dealer may fulfill his prospectus delivery requirements with respect to the Exchange Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) with the Prospectus which constitutes part of this Exchange Offer.

        The Issuer will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Issuer will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 3 of the enclosed Letter of Transmittal.

        Additional copies of the enclosed material may be obtained from the Exchange Agent at the relevant addresses contained in the Prospectus. These materials may also be obtained form Deutsche Bank Luxembourg S.A. at the address set forth in the Prospectus.

        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF CONCORDIA BUS NORDIC AB (PUBL) OR DEUTSCHE BANK AG LONDON OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

Concordia Bus Nordic AB (publ)

2

Annex A

Offer to Exchange


9.125% Senior Secured Notes due August 1, 2009
for 9.125% Senior Secured Notes due August 1, 2009


of


CONCORDIA BUS NORDIC AB (publ)

To our clients:

        Concordia Bus Nordic AB (publ) (the "Issuer") is offering to exchange the €1,000 principal amount of its 9.125% Senior Secured Notes due August 1, 2009 (the "Exchange Notes"), which have been registered under the Securities Act of 1933 (the "Securities Act"), for the €1,000 principal amount of its outstanding 9.125% Senior Secured Notes due August 1, 2009 (the "Old Notes") upon the terms and subject to the conditions set forth in the Issuer's Prospectus, dated                    2004. The Exchange Notes do not require submission of a letter of transmission for acceptance in the exchange offer.

        In connection with the Exchange Offer by the Issuer, book-entry interests in the Old Notes ("Old Book-Entry Interests") may be tendered in exchange for book-entry interests in the Exchange Notes ("Exchange Book-Entry Interests") which are traded through the facilities of Euroclear and Clearstream (the "Book-Entry Transfer Facilities") you must contact Euroclear or Clearstream, as applicable, to arrange to block your account with the outstanding Euro notes. In lieu of delivering a letter of transmittal to Deutsche Bank AG, you must notify Euroclear or Clearstream, as the case may be, to deliver to Deutsche Bank AG prior to 5.00 p.m., central European time, on the expiration date, a computer generated message, in which you acknowledge and agree to be bound by the terms of the prospectus. References below to Exchange or Old Notes include Exchange or Old Book-Entry Interests.

        PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M. CENTRAL EUROPEAN TIME ON                    , 2004, UNLESS EXTENDED BY THE ISSUER.

        The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

        We are the holder of Old Notes for your account as a participant in the Book-Entry Transfer Facilities. A tender of such Old Notes can be made only by us as a participant in the Book-Entry Transfer Facilities and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal that are to be made with respect to you as beneficial owner.

        Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Issuer for itself and on the behalf of the beneficial holders of the Old Notes that it is tendering that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the holder of the Old Notes, (ii) neither the holder nor any such other person is engaging in or intends to engage in a distribution of the Exchange Notes, (iii) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iv) neither the holder nor any such other person is an "affiliate", as defined under Rule 405

3

promulgated under the Securities Act, of the Issuer and (v) if the beneficial holder of the Old Note is a broker-dealer, that it acquired the Old Notes as a result of market-making or other trading activities and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, however, by so acknowledging and by delivering a prospectus, such holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. You acknowledge that in reliance on an interpretation by the staff of the SEC, a broker-dealer may fulfill his prospectus delivery requirements with respect to the Exchange Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) with the Prospectus which constitutes part of this Exchange Offer.

4

LETTER OF TRANSMITTAL

To Tender for Exchange
9.125% Senior Secured Notes due August 1, 2009

of

CONCORDIA BUS NORDIC AB (publ)

Pursuant to the Prospectus dated            , 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
CENTRAL EUROPEAN TIME, ON            , 2004 UNLESS EXTENDED
(THE "EXPIRATION DATE").

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent for this Exchange Offer is:

Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB

Telephone:
+44-20-7545-8000

Facsimile:
+44-20-7547-6149

For questions regarding this letter of Transmittal of for other information, you may contact the Exchange Agent. In addition, copies of the prospectus or of this Letter of Transmittal may be obtained from Deutsche Bank Luxembourg S.A., 2, Bld Konrad Adenauer, L-1115, G.D. Luxembourg, Telephone: +352-4212-2643, Facsimile: +352-473-136, attention: Coupon Paying Department.

        This Letter of Transmittal relates to the Prospectus dated            , 2004 (as it may be supplemented and amended from time to time, the "Prospectus") of Concordia Bus Nordic AB (publ), a company with limited liability formed under the laws of Sweden (the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Issuer's offer (the "Exchange Offer") to exchange €1,000 in principal amount of its 9.125% Senior Subordinated Notes Due August 1, 2009 (the "Exchange Noes") which have been registered under the Securities Act of 1933 (the "Securities Act") pursuant to a Registration Statement of which the Prospectus is a part, for a like principal amount of its outstanding 9.125% Senior Secured Notes due August 1, 2009 (the "Old Notes"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        Upon the terms and subject to the conditions of this Exchange Offer, the acceptance for exchange of Old Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made in accordance with the terms of the Exchange Offer. For the purposes of the Exchange Offer, the Issuer shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Issuer has given written notice thereof to the Exchange Agent.

        In connection with the Exchange Offer by the Issuer, book-entry interests in the Old Notes ("Old Book-Entry Interests") may be tendered in exchange for book-entry interests in the Exchange Notes ("Exchange Book-Entry Interests") that are traded through the facilities of Euroclear or Clearstream, as the case may be. References herein to Old Notes include Old Book-Entry Interests and references to Exchange Notes include Exchange Book-Entry Interests.

5

To accept the Exchange Offer through the facilities of Euroclear or Clearstream, an electronic instruction relating to the Exchange Offer must be sent to Euroclear or Clearstream in accordance with their procedures in order to tender the Old Notes in place of sending a signed, hard copy of this Letter of Transmittal. The electronic instruction transmitted by Euroclear or Clearstream to the Exchange Agent must contain a computer-generated message by which the participant acknowledges its receipt of, and agrees to be bound by the terms of this Letter of Transmittal. All deliveries of book entry interests must be made in accordance with the procedures set forth in the Prospectus.

        Upon receipt of an electronic transfer from a participant holding Old Book Entry Interests (a "Tendering Holder"), Euroclear or Clearstream, as the case may be, will block the position of Old Notes that the Tendering Holder has requested to exchange and upon completion of the Exchange Offer and upon confirmation of receipt of the Exchange Notes, Euroclear or Clearstream, as the case may be, will simultaneously transfer the Old Notes out of the participant's accounts and replace them with an equivalent amount of Exchange Notes. By sending such electronic instruction, the holder of the Old Notes acknowledges receipt of this Letter of Transmittal and the Prospectus and agrees to be bound by the terms of this Letter of Transmittal, the respective participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

        The Instructions included with this Letter of Transmittal must be followed in their entirety. Questions and requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent, at the address listed above. In addition, copies of the Prospectus or of this Letter of Transmittal may be obtained from Deutsche Bank Luxembourg S.A., 2, Bld Konrad Adenauer, L-1115, G.D. Luxembourg, Telephone: +352-4212-2643, Facsimile: +352-473-136, attention: Coupon Paying Department.

        EACH PARTICIPANT IN TRANSMITTING AN INSTRUCTION TO EXCHANGE OLD NOTES FOR EXCHANGE NOTES THROUGH EUROCLEAR OR CLEARSTREAM ON BEHALF OF ITSELF AND THE BENEFICIAL OWNERS OF THE OLD NOTES TENDERED THEREBY, ACKNOWLEDGES RECEIPT OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER AS SET FORTH IN THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL.

LADIES AND GENTLEMEN:

        The Tendering Holder of Old Notes wishing to accept the Exchange Offer hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the Tendering Holder with respect to the Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) cause ownership of the Old Notes to be cancelled upon acceptance by the Issuer of the Old Notes pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Old Notes, all in accordance with the terms of the Exchange Offer.

6

        The Tendering Holder understands that tenders of Old Notes pursuant to the procedures described in the section "The Exchange Offer" in the Prospectus and in the instructions hereto will constitute a binding agreement between the Tendering Holder and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the heading "Withdrawal Rights" in the section "The Exchange Offer." All authority herein conferred or agreed to be conferred shall survive the death, dissolution or incapacity of the Tendering Holder and any beneficial owner(s), and every obligation of the Tendering Holder or any beneficial owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the Tendering Holder and such beneficial owner(s).

        The Tendering Holder hereby represents and warrants that the Tendering Holder has full power and authority to tender, exchange, assign, and transfer the Old Notes and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Old Notes are acquired by the Issuer as contemplated herein. The Tendering Holder and each beneficial owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuer or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

        The Tendering Holder for itself and on behalf of the beneficial holders of the Old Notes that it is tendering also acknowledges that this Exchange Offer is being made by the Issuer in reliance on an interpretation by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer, as set forth below, or any such Tendering Holder that is an "affiliate" of the Issuer within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Notes are acquired in the ordinary course of such Tendering Holder's business and such Tendering Holders have no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of such Exchange Notes. By tendering, each Tendering Holder of Old Notes represents to the Issuer for itself and on behalf of the beneficial holders of the Old Notes that it is tendering that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the holder of the Old Notes, (ii) neither the Tendering Holder nor any such other person is engaging in or intends to engage in a distribution of the Exchange Notes, (iii) neither the Tendering Holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iv) neither the Tendering Holder nor any such other person is an "affiliate", as defined under Rule 405 promulgated under the Securities Act, of the Issuer and (v) if the beneficial holder of the Old Notes is a broker-dealer, that it acquired the Old Notes as a result of market-making or other trading activities and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, however, by so acknowledging and by delivering a prospectus, such holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Tendering Holder acknowledges that in reliance on an interpretation by the staff of the SEC, a broker-dealer may fulfill his prospectus delivery requirements with respect to the Exchange Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) with the Prospectus which constitutes part of this Exchange Offer.

IMPORTANT: THE ELECTRONIC TENDER OF OLD NOTES THROUGH THE ELECTRONIC TENDER SYSTEMS OF EUROCLEAR AND/OR CLEARSTREAM, AS APPLICABLE, MUST BE RECEIVED PRIOR TO 5:00 P.M., CENTRAL EUROPEAN TIME ON THE EXPIRATION DATE.

7

CORNCORDIA BUS NORDIC AB (publ)

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

1.

Delivery of this Letter of Transmittal. This Letter of Transmittal is to be read by the beneficial owners of Old Notes who wish to exchange their Old Notes pursuant to the Exchange Offer. For a Tendering Holder to properly tender Old Notes pursuant to the Exchange Offer, a properly completed electronic tender message sent to Euroclear or Clearsteam, as the case may be, must be received prior to 5.00 p.m., central European time, on the Expiration Date. Neither the Issuer nor the Exchange Agent is under any obligation to notify any tendering holder of the Issuer's acceptance of Old Notes prior to the closing of the Exchange Offer. Delivery of the Old Notes will be deemed made only when actually received or confirmed by the Exchange Agent.

2.

Partial Tenders. Tenders of Old Notes will be accepted only in integral multiples of €1,000 in principal amount. If less than the entire principal amount of Old Notes held by the Tendering Holder is tendered, the Tendering Holder should fill out the applicable items in the electronic tender message sent to Euroclear or Clearstream, as the case may be. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3.

Transfer Taxes. The Issuer will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Old Notes pursuant to the Exchange Offer including if a transfer tax is imposed because beneficial owner requests that Exchange Notes, or the Old Notes not tendered or not accepted in the Exchange Offer, be transferred to another person, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the Tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the electronic message sent to Euroclear or Clearstream, as the case may be, the amount of such transfer taxes will be billed directly to such Tendering Holder.

4.

Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Old Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the right to reject any and all Old Notes not validly tendered or any Old Notes the Issuer's acceptance of which would, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the right to waive any conditions of the Exchange Offer to amend or modify those conditions or to waive defects or irregularities in tenders of Old Notes or as to any ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Issuer shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the Tendering Holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

8

5.

No Conditional Tender. No alternative, conditional, irregular, or contingent tender of Old Notes will be accepted.

6.

Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein. Tendering Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. Requests for additional copies of the Prospectus or this Letter of Transmittal may also be directed to Deutsche Bank Luxembourg S.A., 2, Bld Konrad Adenauer, L-1115, G.D. Luxembourg, Telephone: +352-4212-2643, Facsimile: +352-473-136, attention: Coupon Paying Department.

7.

Acceptance of Old Notes and Issuance of Exchange Notes; Return of Old Notes. Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Old Notes as soon as practicable after the Expiration Date and will issue Exchange Notes therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted Old Notes when, as and if the Issuer has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent.

8.

Withdrawal. Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the heading "Withdrawal Rights" in the section "The Exchange Offer".

Incorporation of Letter of Transmittal.    This Letter of Transmittal shall be deemed to be incorporated in and acknowledged and accepted by any tender through procedures established by Euroclear or Clearstream, as the case may be, by any participant of Euroclear or Clearstream, as the case may be, on behalf of itself and the beneficial owners of any Old Notes so tendered.

9

QuickLinks

Exhibit 99.1

Offer to Exchange 9.125% Senior Secured Notes due August 1, 2009 for 9.125% Senior Secured Notes due August 1, 2009 of CONCORDIA BUS NORDIC AB (publ)

Annex A

Offer to Exchange 9.125% Senior Secured Notes due August 1, 2009 for 9.125% Senior Secured Notes due August 1, 2009 of CONCORDIA BUS NORDIC AB (publ)
LETTER OF TRANSMITTAL
INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER