0001047469-04-018896 Sample Contracts

Concordia Bus Nordic AB (publ) 9.125% Senior Secured Notes due August 1, 2009 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As • New York

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

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FIRST PRIORITY PLEDGE OF SHARES between CONCORDIA BUS NORDIC AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee as Pledgee
Pledge of Shares Agreement • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As • Oslo

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").

Concordia Bus Nordic AB (publ) Purchase Agreement
Purchase Agreement • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As • New York

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

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 • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As

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

AMENDED AND RESTATED SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As

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"):

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Indenture • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As • New York

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers.

AMENDED AND RESTATED SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As

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"):

SECURITY TRUSTEE AGREEMENT
Security Trustee Agreement • May 28th, 2004 • Ingenior M.O. Schoyens Bilcentraler As • New York

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.

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