**Exhibit 10.2**

 

**CONFORMED COPY**

 

Dated 4 October 2005

 

 

**CONCORDIA BUS AB**

 

**CONCORDIA BUS HOLDING AB**

 

and

 

**THE OTHER PARTIES NAMED**

**ON THE SIGNATURE PAGES HERETO**

 

**SHAREHOLDERS’ AGREEMENT**

 

**CADWALADER**

Cadwalader, Wickersham & Taft LLP

265 Strand

London, WC2R 1BH

 

Tel: +44 (0) 20 7170 8700

Fax: +44 (0) 20 7170 8600

Ref: AW/JAB

 

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**TABLE OF CONTENTS**

 
| ** ** | ** **                                                       | **Page** |
|------------|------------------------------------------------------------------|----------|
|       |                                                             |     |
| 1          | DEFINITIONS AND INTERPRETATION                                   | 4        |
| 1.1        | Definitions                                                      | 4        |
| 1.2        | Interpretation                                                   | 5        |
|       |                                                             |     |
| 2          | CONDITIONALITY                                                   | 6        |
|       |                                                             |     |
| 3          | REPRESENTATIONS AND WARRANTIES                                   | 6        |
| 3.1        | Bus                                                              | 6        |
| 3.2        | Former Subordinated Noteholders                                  | 7        |
| 3.3        | Holding AB                                                       | 7        |
| 3.4        | The Managers                                                     | 8        |
|       |                                                             |     |
| 4          | DIRECTORS                                                        | 8        |
| 4.1        | Board of directors                                               | 8        |
| 4.2        | Quorum; Board Action                                             | 8        |
| 4.3        | Remuneration of Directors and Reimbursement of Certain  Expenses | 8        |
| 4.4        | Indemnification and Insurance                                    | 9        |
|       |                                                             |     |
| 5          | VOTING                                                           | 9        |
| 5.1        | Voting Rights                                                    | 9        |
| 5.2        | Agreement to Vote                                                | 9        |
|       |                                                             |     |
| 6          | TRANSFER OF SHARES                                               | 9        |
| 6.1        | Restrictions on Transfers                                        | 9        |
| 6.2        | Tag-Along Rights                                                 | 11       |
| 6.3        | Bring-Along Right                                                | 12       |
| 6.4        | Restriction on Tag-Along and Bring-Along Rights                  | 13       |
| 6.5        | Merger Transactions                                              | 13       |
| 6.6        | Purchase and Sale Options on Shares held by Managers             | 13       |
|       |                                                             |     |
| 7          | ADDITIONAL AGREEMENTS                                            | 14       |
| 7.1        | Reporting to the SEC and Provision of Financial Information      | 14       |
| 7.2        | Pre-emptive Rights                                               | 15       |
| 7.3        | Non-competition                                                  | 16       |
| 7.4        | Effect of Management Incentive Plan                              | 16       |
| 7.5        | Distributions of Capital or Profits                              | 16       |
|       |                                                             |     |
| 8          | MISCELLANEOUS                                                    | 16       |
| 8.1        | Amendment; Termination                                           | 16       |
| 8.2        | Notices                                                          | 17       |
| 8.3        | Binding Effect; Assignment                                       | 18       |
| 8.4        | No Partnership                                                   | 19       |
| 8.5        | Complete Agreement                                               | 19       |
| 8.6        | Construction                                                     | 19       |
| 8.7        | Counterparts                                                     | 19       |
| 8.8        | Severability                                                     | 20       |

 

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| 8.9                       | Costs                                 | 20     |
|---------------------------|---------------------------------------|--------|
| 8.10                      | Conflict with Articles of Association | 20     |
| 8.11                      | Third Party Rights                    | 20     |
| 8.12                      | Governing Law and Jurisdiction        | 20     |
|                      |                                  |   |
| SCHEDULE 1                |                                  |
| THE MANAGERS              | 28                                    |
|                      |                                  |
| SCHEDULE 2                |                                  |
| FORM OF DEED OF ADHERENCE | 29                                    |

 

 

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**SHAREHOLDERS’ AGREEMENT**

 

**THISAGREEMENT**is made on 4 October 2005

 

**BETWEEN:**

 

(1)                                  **CONCORDIA BUS AB**, a private companyregistered in Sweden (“**Bus**”);

 

(2)                                  **CONCORDIA BUS HOLDING AB**, a private companyregistered in Sweden (“**Holding AB**”);

 

(3)                                  Thepersons whose names and addresses are set out in Schedule 1 (the “**Managers”**); and

 

(4)                                  **EACH OF THE OTHER PARTIES**listed on thesignature pages of this Shareholders’ Agreement (the “**Former Subordinated Noteholders**”), eachhaving exchanged their former holdings in the EUR 160,000,000 11% SeniorSubordinated Notes due 2010 issued by Bus (the “**Subordinated Notes**”) for Restructuring Shares (as definedbelow) issued by Bus.

 

**WHEREAS**:

 

(A)                              Bushas completed an equitisation of its Subordinated Notes (the “**Restructuring**”) and now wishes to issueRestructuring Shares in Bus to the Restructuring Shareholders (as definedbelow) and to Holding AB, those parties being signatories to a definitive restructuringagreement dated 22 July 2005 among Bus, Concordia Bus BV, Holding AB, SchøyenGruppen AS (“**Schoyen**”), GS CapitalPartners III, L.P., GS Capital Partners III Offshore, L.P., and Goldman, Sachs& Co. Verwaltungs GmbH (being together “**GoldmanSachs**”) and the other parties thereto (the “**Restructuring Agreement**”). 

 

(B)           Before theRestructuring Shares may be issued to the Restructuring Shareholders and toHolding AB on behalf of Schøyen and Goldman Sachs, it was agreed, as part ofthe Restructuring Agreement, that those parties who so qualified would have toenter into a form of shareholders’ agreement such as this Agreement.

 

(C)           As part of theRestructuring, resolutions have been adopted by Bus to increase the sharecapital of Bus necessary to issue the Restructuring Shares, and to amend Bus’Articles of Association.

 

(D)          As a result of theRestructuring, the indirect shareholdings of Schoyen and Goldman Sachs in theGroup will be held via their joint shareholdings in Holding AB. 

 

(E)           As outlined in theRestructuring Agreement, a management incentive plan was adopted as of the dateof the Restructuring Agreement whereby share options were issued to theManagers over 5% of Bus’ enlarged equity, post Restructuring (the “**Management Incentive Plan”**). The exerciseof the options by the Managers will result in the issuance of new ordinaryshares of Bus, which will be fully fungible with the Restructuring Shares, beof the same class, and which will dilute, pro rata, the Restructuring Shares ofthe Shareholders, respectively.

 

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(F)                                 Busand the other parties hereto desire to enter into this Agreement to provide certainrights and obligations among them, as contemplated by the Restructuring.

 

**NOW, THEREFORE**, inconsideration of the premises and the mutual agreements, covenants andprovisions contained herein, and other valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto agree asfollows:

 

**1****                                         DEFINITIONSAND INTERPRETATION**

 

1.1                                 Definitions

 

For thepurpose of this Agreement, the following terms shall have the meaningsspecified in this Clause 1. Capitalised terms not defined herein in thisAgreement shall refer to terms defined in the Restructuring Agreement, unlessthe context otherwise requires.

 

**“Affiliate”**means any Person that directly, or indirectly throughone or more intermediaries, controls, or is controlled by, or is under commoncontrol with, the Person specified. For the purposes of this definition,control of a Person means the power, direct or indirect, to direct or cause thedirection of the management and policies of such Person whether by contract orotherwise and, in any event and without limitation of the previous sentence,any Person owning ten per cent. (10%) or more of the voting rights of anotherPerson shall be deemed to control that Person.

 

**“Articlesof Association”**means the articles of association ofBus as amended from time to time.

 

**“Bus”**means Concordia Bus AB, a company incorporated underthe laws of the Kingdom of Sweden under number 556576-4569 and having itsregistered office in the municipality of Stockholm, Sweden.

 

**“BusinessDay”**means any day (other than a day which is aSaturday or Sunday) on which banks are open for business in England and Wales,Sweden or Norway.

 

**“FairMarket Value”**means, in respect of any purchase ofShares by Bus pursuant to Clause 6.6, the fair market value of such Shares (ona fully diluted basis), as agreed by Bus and the relevant Manager, and indefault of such agreement, the fair market value of such Shares (on a fullydiluted basis) as determined by the auditors of Bus on the basis of an arm’slength transaction between a willing seller and a willing buyer and taking noaccount that the Shares in question may constitute a minority holding or may besubject to restrictions on transfer.

 

**“GeneralMeeting”**means the general meeting of all holders ofShares.

 

**“Group”**shall mean Bus and its subsidiaries.

 

**“HoldingAB”**shall mean Concordia Bus Holding AB, a companyincorporated under the laws of the Kingdom of Sweden under number 556574-8240and having its registered office in the municipality of Stockholm, Sweden.

 

**“PermittedTransferees”**has the meaning set forth in Clause 6.1.5hereof.

 

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**“Person”**means any natural person, corporation, generalpartnership, limited partnership, proprietorship, other business organisation,trust, union or association.

 

**“RestructuringShareholders”**means, collectively, the FormerSubordinated Noteholders and Holding AB.

 

**“RestructuringShares”**means the shares in Bus to be issued to theRestructuring Shareholders and to Holding AB following the increase in Bus’authorised share capital and completion of the Restructuring.

 

**“SEC”**means the United States Securities and ExchangeCommission, as from time to time constituted, created under the United StatesSecurities Exchange Act 1934.

 

**“SEK”**means the lawful currency of Sweden from time to time.

 

**“Shareholders”**means, collectively, the Restructuring Shareholders,the Managers once issued with share options pursuant to the ManagementIncentive Plan, any other holders of Shares and the Transferees of Shareswhether from another Shareholder or from Bus, who are required to agree to bebound by the terms and conditions of this Agreement. The term “**Shareholder**” means any one of theShareholders and, in the case of a Shareholder who is a natural person, theterm Shareholder shall also include such Shareholder’s legal representatives,executors or administrators when the context so requires.

 

**“Shares”**means, collectively, Restructuring Shares, ordinaryshares issued pursuant to the Management Incentive Plan, and any other ordinaryshares issued from time to time by Bus in accordance with this Agreement.

 

**“Subsidiary”**has the meaning given to it in Clause 736 of theCompanies Act 1985 (as amended by Clause 144 of the Companies Act 1989).

 

**“Transferee”**has the meaning set forth in Clause 6.1.2.

 

1.2                                 Interpretation

 

1.2.1        References in thisAgreement to any agreement or other document shall be deemed also to refer tosuch agreement or other document as amended, modified, varied or novated fromtime to time.

 

1.2.2        The headings, sub-headingsand contents pages in this Agreement are for ease of reference only and shallnot affect its interpretation. References in this Agreement to Clauses,Schedules and Exhibits shall, unless the context otherwise requires, bereferences to Clauses of, and Schedules and Exhibits to, this Agreement.

 

1.2.3        Words denoting thesingular number only shall include the plural number also and vice versa; wordsdenoting one gender only shall include the other genders and words denotingpersons only shall include firms and corporations and vice versa.

 

1.2.4        References in thisAgreement to any statutory provision shall be deemed also to refer to anystatutory modification or re-enactment thereof or any statutory

 

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instrument,order or regulation made thereunder or under any such modification orre-enactment.

 

1.2.5        Theprovisions in this Agreement are valid to the fullest extent as permitted by applicablelocal law.

 

**2****                                         CONDITIONALITY**

 

Upon executingthe Restructuring Agreement, Restructuring Shareholders owning or controllingRestructuring Shares are bound to enter into this Agreement and no party willreceive Restructuring Shares until such time as they have signed thisAgreement. Similarly, no party will receive Shares until such time as they havesigned this Agreement and the Restructuring Agreement.

 

**3****                                         REPRESENTATIONSAND WARRANTIES**

 

3.1           Bus

 

Bus herebyrepresents and warrants to the Shareholders as follows:

 

3.1.1        Organisation

 

Bus is acorporation duly organised and validly existing as a corporation under the lawsof Sweden.

 

3.1.2        DueAuthorisation

 

The execution anddelivery of this Agreement, the compliance by Bus with all the provisionshereof and of the Articles of Association and the consummation of each of thetransactions contemplated herein: (i) are within the corporate powers andauthority of Bus and (ii) have been duly authorised by all requisite corporateproceedings on the part of Bus. This Agreement is and adoption by Bus of therevised Articles of Association will be, valid and legally binding obligationsof Bus enforceable in accordance with their respective terms subject toapplicable bankruptcy, reorganisation, insolvency, moratorium and other lawsaffecting creditors’ rights generally and, as to enforceability, generalequitable principles.

 

3.1.3        Capitalisation

 

As of the dateof this Agreement, the total number of Shares which Bus will issue pursuant toits Articles of Association shall be 120,000 Shares of SEK 100 each, of which120,000 will be issued and outstanding. As of the date of this Agreement,except for any Shares which may be issued pursuant to the terms of theManagement Incentive Plan, Bus will not have outstanding any securitiesconvertible into, or exchangeable for, any shares of Bus and (except pursuantto this Agreement) no Person will have any right against Bus to subscribe foror to purchase, or any options for the purchase of, or any agreements providingfor the issue of any Shares or any shares or securities convertible into sharesof Bus.

 

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3.2                                 Former SubordinatedNoteholders

 

3.2.1        Each Former SubordinatedNoteholder and, if applicable, the duly authorised attorney acting on itsbehalf, hereby severally, and not jointly, represents and warrants to Bus andthe other parties hereto with respect to itself and the Restructuring Shares tobe acquired pursuant to this Agreement, and not with respect to any otherformer or current owner of the Subordinated Notes who is not otherwise asignatory to the Restructuring Agreement, or in respect of any otherRestructuring Shares that it has all requisite power, authority and, if applicable,legal capacity to execute and deliver, to perform its obligations under and toconsummate the transactions contemplated by this Agreement. This Agreement is avalid and legally binding agreement of the Former Subordinated Noteholder,enforceable against it in accordance with its terms, subject to applicablebankruptcy, reorganisation, insolvency, moratorium and other laws affectingcreditors’ rights generally and, as to enforceability, general equitable principles.

 

3.2.2        Each Former SubordinatedNoteholder will use the rights and powers available to it as a shareholder ofBus to secure that neither Bus nor any of its subsidiaries at the date of thisAgreement will seek to recover any payment made to any Affiliate of GoldmanSachs or Schoyen in connection with the Restructuring.

 

3.2.3        References in thisAgreement to any Former Subordinated Notes being “held by” a FormerSubordinated Noteholder include a reference to the Former SubordinatedNoteholder being entitled to enter into legally binding contractual commitmentson behalf of the Person who is at the date of this Agreement the beneficialowner of the Former Subordinated Notes and references, however expressed, toany “Former Subordinated Noteholder”, “it”, “the holder”, and “its FormerSubordinated Notes”, shall include references to, respectively, the relevantbeneficial owner and to the Former Subordinated Notes owned by that Person.

 

3.3           Holding AB

 

Holding ABand, if applicable, the duly authorised attorney acting on its behalf, herebyrepresents and warrants to Bus and the other Shareholders with respect toitself and the Restructuring Shares to be acquired pursuant to this Agreement,and not with respect to any other former or current owner of the SubordinatedNotes who is not otherwise a signatory to the Restructuring Agreement, or inrespect of any other Restructuring Shares, that it has all requisite power,authority and, if applicable, legal capacity to execute and deliver, to performits obligations under and to consummate the transactions contemplated by thisAgreement. This Agreement is a valid and legally binding agreement of HoldingAB, enforceable against it in accordance with its terms, subject to applicablebankruptcy, reorganisation, insolvency, moratorium and other laws affectingcreditors’ rights generally and, as to enforceability, general equitableprinciples.

 

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3.4                                 TheManagers

 

Each Managerhereby severally, and not jointly, represents and warrants to Bus and the otherShareholders with respect to itself and the share options which may be issuedto such Manager pursuant to the Management Incentive Plan, and not with respectto any other Manager or any Shares that it has full power and authority to executeand deliver, to perform its obligations under and to consummate the transactionscontemplated by this Agreement and by the Management Incentive Plan. ThisAgreement is a valid and legally binding agreement of such Manager, enforceableagainst such Manager in accordance with its terms, subject to applicable bankruptcy,reorganisation, insolvency, moratorium and other laws affecting creditors’ rightsgenerally and, as to enforceability, general equitable principles.

 

**4****                                         DIRECTORS**

 

4.1                                 Board of Directors

 

4.1.1        The initial board ofdirectors (the **“Board”**) shall beconstituted as outlined in the Restructuring Agreement as of the closing of theRestructuring. Thereafter, the Board shall be constituted as prescribed by theterms of this Clause 4, the Articles of Association and by Swedish law.

 

4.1.2        An ordinary resolution ofthe General Meeting shall be required to appoint, suspend or remove directors.Directors are elected annually at the Annual General Meeting of Shareholders ofthe period until the end of the next Annual General Meeting of Shareholders.

 

4.1.3        Notice of any appointment,suspension or dismissal required under Clause 4.1.1 shall be given to Bus atits registered office, where it shall be available for inspection byShareholders.

 

4.2                                 Quorum; Board Action

 

4.2.1        The quorum for meetings ofthe board of directors (the **“Board”**)will be two directors present at the start and throughout the whole of themeeting provided that if within half an hour from the time appointed for themeeting a quorum is not present the meeting will stand adjourned to the sameday in the next week at the same time and place and the director or directorsthen present will form a quorum.

 

4.2.2        The Shareholders shalltake all action reasonably necessary to cause a quorum to be present at everymeeting of the Board, provided that all advance notice provisions with respectto such meeting have been complied with or duly waived. Any proposal to beacted upon by the Board shall require the approval of the majority of thedirectors present at a meeting at which a quorum is present.

 

4.3                                 Remuneration ofDirectors and Reimbursement of Certain Expenses

 

4.3.1        Bus shall pay to each ofthe directors who are not officers or employees of Bus or of any of theirsubsidiaries a director’s fee of EUR 25,000 per annum.

 

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4.3.2        Bus shall, from time totime upon request, promptly reimburse the directors for the reasonableout-of-pocket expenses incurred by each of them in connection with theirattendance at meetings of the Board (including committees thereof, if any) andany other activities undertaken by any of them in their capacity as directorsas the case may be. The foregoing shall be in addition to, and not in lieu of,any indemnification or reimbursement obligations of Bus towards the directorsset out in Clause 4.4 below and/or under the Articles of Association or theconstitutional documents of Bus’ subsidiaries.

 

4.4                                 Indemnification andInsurance

 

4.4.1        To the extent commerciallyavailable, Bus shall at all times maintain directors’ and officers’ liabilityinsurance for each director of Bus of a character usually insured bycorporations engaged in the same or similar business in the amounts customarilyinsured against by such corporations.

 

4.4.2        Each director shall beentitled to indemnification by Bus for, and exculpation by Bus with respect to,any liability or claim incurred by him or asserted against him in his capacityas Shareholder or otherwise arising out of or relating to any act or omissionby him relating to Bus.

 

**5****                                         VOTING**

 

5.1                                 VotingRights

 

EveryShareholder holding one or more Shares, who (being an individual) is present inperson or by proxy or (being a corporation) is present by a duly authorised representativeor by proxy, shall have one vote for each Share of which he is the holder.

 

5.2                                 Agreement to Vote

 

Each of theShareholders agrees to vote, in person or by proxy, all Shares owned by suchShareholder, at any annual or special meeting of Shareholders of Bus called forthe purpose of voting on the election of directors or by consensual action of Shareholderswithout a meeting with respect to the election of directors, in favour of theelection of the directors nominated in accordance with Clause 4.1 above. Each Shareholdershall vote the Shares owned by such Shareholder and shall take all other actionsnecessary to ensure that the Articles of Association do not at any timeconflict with the provisions of this Agreement.

 

**6****                                         TRANSFEROF SHARES**

 

6.1                                 Restrictions onTransfers

 

6.1.1        Each Shareholder,severally and not jointly, agrees and acknowledges that it will not, directlyor indirectly, offer, sell, assign, pledge, encumber or otherwise transfer anyShares or solicit any offers to purchase or otherwise acquire or make a pledgeof any Shares unless such offer, sale, assignment,

 

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pledge,encumbrance or other transfer complies with the provisions of this Agreement.

 

6.1.2                        NoShareholder shall sell, assign, pledge, encumber or otherwise transfer any Sharesto any Person (regardless of the manner in which such Shareholder initiallyacquired such Shares) nor shall Bus issue, sell or otherwise transfer anyShares to any Person (all Persons acquiring Shares from a Shareholder or fromBus, regardless of the method of transfer, shall be referred to collectively as“**Transferees**” and individually asa “**Transferee**”) unless suchTransferee (including any Permitted Transferee) shall have executed anddelivered to Bus, as a condition precedent to any acquisition of Shares, a Deedof Adherence in the form set out in Schedule 2 confirming that such Transferee takessuch Shares subject to all the terms and conditions of this Agreement, andagrees to be bound by the terms of this Agreement.

 

6.1.3                        Anytransfer or attempted transfer of any Shares in violation of this Section 6.1or with any other Section of this Agreement shall be null and void and of noeffect, and Bus shall not give effect to such transfer nor record such transferon its share register or treat any purported Transferee of such Shares as theowner of such Shares for any purpose.

 

6.1.4                        Exceptin accordance with Clause 6.1.2 hereof, no Shareholder shall grant any proxy orenter into or agree to be bound by any voting trust with respect to any Shares,nor shall any Shareholder enter into any shareholder agreements or arrangementsof any kind with any Person with respect to any Shares, inconsistent with theprovisions of this Agreement (whether or not such agreements and arrangementsare with other Shareholders or holders of Shares who are not parties to thisAgreement), including but not limited to, agreements or arrangements withrespect to the acquisition, disposition or voting of Shares, nor shall anyShareholder act, for any reason, as a member of a group or in concert with anyother Persons (other than Permitted Transferees) in connection with theacquisition, disposition or voting of Shares in any manner which isinconsistent with the provisions of this Agreement.

 

6.1.5                        Noneof the restrictions contained in this Agreement with respect to transfers ofShares (other than those set forth in Clause 6.1.1, 6.1.2 and 6.5) shall apply to:

 

(a)                                  anytransfer or assignment (for consideration or as a gift) by any Shareholder whois an individual to any spouse, child or grandchild of such Shareholder, or byany of such relatives to such Shareholder or to any one or more of such relatives,or by any Shareholder or any such relatives to a trust of which there are noprincipal beneficiaries other than the Shareholder and/or one or more of suchrelatives;

 

(b)                                 anytransfer to a legal representative in the event any Shareholder becomes mentallyincompetent;

 

(c)                                  anytransfer by will or the laws of descent;

 

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(d)                                 withrespect to a Shareholder which is a corporation or partnership, any transfer bysuch Shareholder to any Affiliate thereof, *provided,however*, if any such Affiliate which is a Transferee ceases to be anAffiliate of such Shareholder, such Transferee shall transfer its Shares to theoriginal Shareholder or a Permitted Transferee of such original Shareholder;

 

(e)                                  bonafide pledges of Shares by a Manager to Bus, a bank or other financial institutionin order to secure indebtedness for borrowed money incurred by such Manager inorder to finance or refinance the purchase of Shares or to pay taxes related tothe sale of such Shares by such Manager;

 

(f)                                    withrespect to any Shareholder which is a limited partnership, the partners, or aliquidating trust for the benefit of the partners, of such Shareholder in accordancewith the provisions of the limited partnership agreement governing suchShareholder as then in effect;

 

(g)                                 atransfer by Holding AB to any of its direct or indirect shareholders or to or amongany investment fund sponsored by it or any of its Affiliates; or

 

(h)                                 atransfer to any Person, who, alone or in concert with other Persons, acquired aninterest in the Restructuring Shares after the Restructuring and is able to controla majority of the votes attached to the Restructuring Shares issued to theShareholders pursuant to the Restructuring, on the condition that such transferbe on the same terms and conditions as the interest that was acquired by suchPerson(s);

 

(i)                                     nothingin this Clause 6 will prevent Goldman Sachs or Schoyen from selling any Sharesin Bus following the establishment of a listing or dealing facility relating toits Shares;

 

(j)                                     provided,that in each of Clauses (a) to (h) each Transferee, donee, distributee orpledgee (a “**Permitted Transferee**”)agrees to take subject to and to comply with the provisions of Clause 6.1.2.For the purposes hereof, the Permitted Transferees of a Shareholder shallinclude the Permitted Transferees of such Shareholder’s Permitted Transferees.

 

6.2                                 Tag-AlongRights

 

6.2.1        Subject to clause 6.4below, in the event that any Shareholder or any group of Shareholders actingtogether or pursuant to common plan or arrangement (each a “**Proposing Shareholder**”) proposes, pursuantto a single transaction or series of related transactions, to sell or otherwisetransfer (a “**Disposition**”) Sharesrepresenting a majority of the total number of Shares then outstanding (the “**Relevant Shares**”) to a party (a “**Purchaser**”), the Proposing Shareholder(s)shall provide notice of such Disposition (a “**ProposalNotice**”) to each of the other Shareholders who hold Shares which arethe subject of such Disposition and who are either signatories to thisAgreement or the successors to those signatories and who have executed a Deedof Adherence in the form set out in Schedule 2. Such Proposal Notice shall beprovided no later than ten (10) days prior to the proposed closing of suchDisposition, and each of such other Shareholders shall have the right (a “**Tag-Along Right**”) to sell 

 

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all of hisShares to the Purchaser on the same terms and conditions as those set out inthe Proposal Notice, provided that if the Purchaser is unwilling to purchasethe total number of Shares on offer, including both the Relevant Shares and theShares offered by those electing to exercise their Tag-Along Right, each ofsuch other Shareholders shall have the right to require the ProposingShareholders to reduce the number of Relevant Shares to be sold by them andhave the Purchaser purchase from the Shareholders electing to exercise aTag-Along Right, upon the same terms and conditions applicable to the ProposingShareholders, that number of Relevant Shares derived by multiplying the totalnumber of Relevant Shares to be purchased by the electing Shareholder’sfractional interest, rounded up to the nearest whole number.

 

6.2.2        For purposes of thisClause 6.2, the term *fractional interest*means(a) the sum of the total number of Relevant Shares then owned by the electing Shareholder,divided by (b) the sum of the total number of Relevant Shares then owned by allelecting Shareholders and the Proposing Shareholders. Each electing Shareholdershall give written notice of its election to the Proposing Shareholders nolater than five (5) days after its receipt of a Proposal Notice. Notwithstandingthe foregoing, no Tag-Along Right shall arise with respect to a sale of Sharespursuant to a underwritten public offering of Shares.

 

6.2.3        If any of such otherShareholders is not given the rights accorded him by the provisions of thisClause 6.2, the Proposing Shareholders shall be required not to complete theirsale and Bus shall be bound to refuse to register any transfer intended tocarry such a sale into effect.

 

6.3                                 Bring-Along Right

 

6.3.1        Subject to clause 6.4below, if one or more of the Shareholders (the **“Proposing Shareholder(s)”**) propose to effect a sale of notless than a majority of the outstanding Shares (other than pursuant to anunderwritten public offering) the Proposing Shareholders shall have the right(the “**Bring-****Along Right**”), exercisable upon 10 (ten)days’ prior written notice to the other Shareholders, to require the otherShareholders to sell all their Shares to such third party upon the same termsand conditions as the Proposing Shareholders propose to sell their Shares.

 

6.3.2        If any other Shareholdershall not, within five Business Days of being required to do so, execute anddeliver transfers in respect of the Shares held by him and deliver thecertificate(s) in respect of the same (or a suitable indemnity in lieu thereof),then any Proposing Shareholder shall be entitled to execute, and shall beentitled to authorise and instruct such person as he thinks fit to execute, thenecessary transfer(s) and indemnities on the other Shareholder’s behalf and, againstreceipt by Bus (on trust for such Shareholder) of the consideration payable forthe relevant Shares, deliver such transfer(s) and certificate(s) or indemnitiesto the Purchaser (or his nominee) and register such Purchaser (or his nominee)as the holder thereof. After such registration, the validity of such proceedingsshall not be questioned by any person.

 

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6.4                                 Restrictionon Tag-Along and Bring-Along Rights

 

NotwithstandingClauses 6.2 and 6.3 above, Proposing Shareholders only have the benefit of aTag-Along Right or Bring-Along Right if the proposed transfer of Shares (a) isto a third party not affiliated with such Proposing Shareholder(s), (b)involves the sale of a majority or more of the Shares then outstanding, (c)involves the transfer of the day to day control of Bus to such third party, and(d) is on the most favourable terms on which the third party purchased such Shares.

 

6.5                                 Merger Transactions

 

Notwithstandingany other provision of this Agreement to the contrary, Bus may enter into anagreement to consolidate with or merge with or into any other corporation if suchagreement is approved by the Board in accordance with Clause 4.2 and by the requisitevote of the holders of Shares in accordance with the requirements of the Articlesof Association and/or any applicable local law. In such event, Clauses 6.2 and 6.3of this Agreement shall not be applicable and all Shares may be transferred pursuantto such merger or consolidation for such consideration as is so approved by theBoard and the requisite holders of Shares.

 

6.6                                 Purchase and SaleOptions on Shares held by Managers

 

6.6.1        In the event that aManager either (i) ceases to be a director, officer or employee of Bus or anyof its subsidiaries on account of his or her death, or his or her retirement ordisability in accordance with Bus’ policy with respect thereto or (ii)terminates his or her directorship, holding of office or employment with Bus orany of its subsidiaries for Good Reason (as defined below) or suchdirectorship, holding of office or employment with Bus or any of itssubsidiaries is terminated by Bus (or its applicable subsidiaries) without Cause(as defined below), each existing Shareholder shall have the right, at its option,for a period of 60 days from the date of termination, to elect to purchase thatnumber or amount of Shares held by such Manager and his Permitted Transferees,including Shares acquired pursuant to the Management Incentive Plan (the “**Manager Shares”**) derived by multiplying thetotal number of such Manager Shares by the electing Shareholder’s fractional interest(*fractional interest*having themeaning set out in Clause 7.2.2 below) and if such election is timely made suchManager and his Permitted Transferees shall be required to sell to suchShareholder(s), in the relevant proportions, all (but not less than all) of theManager Shares. The purchase price of the Manager Shares purchased pursuant tothis Clause 6.6.1 shall be the Fair Market Value of such Manager Shares as atthe date on which the Manager’s directorship, holding of office or employmentis terminated.

 

6.6.2        In the event that aManager terminates his or her directorship, holding of office or employmentwith Bus or any of its subsidiaries without Good Reason or such Manager’sdirectorship, holding of office or employment with Bus or any of itssubsidiaries is terminated by Bus (or its applicable subsidiaries) for Cause(as defined below), each existing Shareholder shall have the right, at its option,for a period of 60 days from the date of termination, to elect to purchase thatnumber or amount of the Manager Shares derived by multiplying the total numberof such Manager Shares by the electing Shareholder’s fractional interest(fractional interest having the meaning set out in Clause 7.2.2 below) and ifsuch election is timely made such Manager and

 

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his PermittedTransferees shall be required to sell to such Shareholder(s), in the relevantproportions, all (but not less than all) of the Manager Shares. The purchaseprice of Shares purchased pursuant to this Clause 6.6.2 shall be the lower of(i) ninety per cent. (90%) of the Fair Market Value of such Manager Shares asat the date on which the Manager’s directorship, holding of office or employmentis terminated and (ii) the purchase price paid by such Manager for such ManagerShares or, if such Manager Shares were purchased pursuant to the exercise of anoption, the exercise price thereof.

 

6.6.3        If a Shareholder desiresto purchase Shares from a Manager (or his estate) and his Permitted Transfereespursuant to Clauses 6.6.1 or 6.6.2, each electing Shareholder shall, within theapplicable period referred to in such Clauses, send written notice thereof tosuch Manager (or his estate) and his Permitted Transferees (the “**Call Notice**”). The closing of any purchase of Manager Shares pursuant toClauses 6.6.1 or 6.6.2 shall take place at the principal offices of Bus nolater than the fifth Business Day following the determination of the FairMarket Value of such Manager Shares.

 

6.6.4        For the purposes of thisAgreement, Bus or a subsidiary of Bus shall have *Cause*to terminate the directorship, holding of office oremployment of a Manager upon such Manager’s (a) commission of an act or acts ofpersonal dishonesty intended to result in the personal enrichment of suchManager which is detrimental to Bus or any of its subsidiaries, (b) breaches bythe Manager of his duties as an employee of Bus and/or its subsidiaries whichare demonstrably wilful and deliberate on the Manager’s part and which are not remediedin a reasonable period of time following receipt of written notice thereof fromBus and (c) conviction for, or pleading guilty to, any criminal offenceinvolving moral turpitude.

 

6.6.5        For the purposes of thisAgreement, a Manager shall have *Good Reason*toterminate his directorship, holding of office or employment with Bus or a subsidiaryof Bus upon (a) the assignment to the Manager, without his prior consent, ofany duties inconsistent in any material respect with such Manager’s position(including status, offices, titles and reporting requirements), authority, dutiesor responsibilities from time to time with Bus and its subsidiaries, (b) anyfailure by Bus or a subsidiary of Bus to pay such Manager his then applicablecompensation (other than an isolated, immaterial and inadvertent failure notoccurring in bad faith and which is promptly remedied after the receipt ofnotice of such failure and other than in connection with a reduction incompensation applicable to all or substantially all officers and senior employees),(c) any material reduction by Bus or a subsidiary in the benefits provided tosuch Manager which reduction is not applicable to other employees of similarstatus of Bus and its subsidiaries, and (d) a relocation of such Manager’splace of employment without the prior written consent of such Manager.

 

**7****                                         ADDITIONALAGREEMENTS**

 

7.1                                 Reporting to the SECand Provision of Financial Information to Shareholders

 

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7.1.1                        Busagrees to continue to operate as an SEC reporting company in accordance withits current practice and thereby agrees to provide to the SEC the followingfinancial and business information relating to Bus and its subsidiaries:

 

(a)                                  within120 days after the end of Bus’ fiscal year, all annual financial informationthat would be required in a filing with the SEC on Form 20-F if it wererequired to file that form (including a “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and in relation to annualfinancial statements, a report thereon by Bus’ auditors or other independentcertified independent accountants);

 

(b)                                 withinthe time period specified in the SEC’s rules and regulations, all quarterlyfinancial information that would be required to be contained in a filing withthe SEC on Form 10-Q if Bus were required to file such form (including a “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”) ;and

 

(c)                                  allcurrent reports that would be required to be furnished to the SEC on Form 6-Kif Bus were required to furnish such reports.

 

7.1.2        Whether or not required bythe SEC, Bus shall file a copy of all of the information and reports referredto in clause 7.1.1 with the SEC for public availability within the time periodsspecified in the SEC’s rules and regulations (unless the SEC will not acceptsuch a filing).

 

7.1.3        Bus shall also entitle theShareholders to receive all financial information regarding the Group or anypart of it which is supplied to other shareholders or to any creditor of anymember of the Group at the same time as it is supplied to the relevantShareholder or creditor of Bus.

 

7.2                                 Pre-emptive Rights

 

7.2.1        In the event that Bus orany Subsidiary of Bus proposes to sell or otherwise issue Shares or otherequity securities of Bus or any Subsidiary of Bus (collectively, “**Equity Shares**”), any warrants, options orrights to acquire Equity Shares or securities convertible into or exchangeablefor Equity Shares (collectively, “**ConvertibleSecurities**”), each holder of Shares shall be given a pre-emptivewritten offer open for at least 15 days to subscribe for or purchase, inpriority to any other Person, that number or amount of such new Equity Sharesor Convertible Securities derived by multiplying the total number of suchEquity Shares or Convertible Securities by the electing Shareholder’sfractional interest, at the price and upon substantially the same terms andconditions applicable to the Shares.

 

7.2.2        For the purpose of thisClause 7.2. the term *fractional interest*means(a) the sum of the total number of Shares then owned by the electingShareholder divided by (b) the sum of the total number of Shares then owned byall the Shareholders. No such Equity Shares or Convertible Securities shall beissued by Bus or any Subsidiary of Bus to any Person unless Bus has first offeredsuch Equity Shares or Convertible Securities to the Shareholders in

 

15

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accordancewith this Clause 7.2. This Clause 7.2 shall not apply to (i) the sale or issueof Equity Shares or Convertible Securities pursuant to any employee shareoption plan (including, without limitation, the Management Incentive Plan),share purchase plan, employee benefit plan, employment contract or any similarbenefit or incentive programme or agreement, where the primary purpose of suchplan, programme or agreement is not to raise capital for Bus, (ii) the issue ofEquity Shares or Convertible Securities pursuant to any merger transactioninvolving Bus or any Subsidiary of Bus or as direct consideration for theacquisition by Bus or any Subsidiary of Bus of non- financial assets or anotherbusiness entity, (iii) any issue of Equity Shares pursuant to the exercise orconversion of outstanding Convertible Securities and (iv) any issue of anyEquity Shares or Convertible Securities as “equity kickers” in connection withthe issue of any debt instrument.

 

7.3                                 Non-competition

 

Schøyen agreesthat for so long as it or any of its Permitted Transferees is a Shareholder,and for two (2) years after it or any of its Permitted Transferees ceases to bea Shareholder, neither it nor any of its Affiliates shall, directly orindirectly, own an interest in, manage, operate, join, control, lend money orrender financial or other assistance to or participate in or be connected with,as an officer, employee, partner, shareholder, consultant or otherwise, anyPerson that competes with Bus. For the purposes of this Clause 7.3, a Personshall be deemed to compete with Bus if it is engaged in, or proposes to engagein, any line of business in which Bus or any of its subsidiaries is engaged ineither Sweden, Norway or Finland.

 

7.4                                 Effect of ManagementIncentive Plan

 

Bus shallensure that the Management Incentive Plan dilutes all Shareholders equally.

 

7.5                                 Distributions ofCapital or Profits

 

Bus shall preventany distribution of capital or profits by a member of the Group except to its100% holding company or to all holders of Restructuring Shares in proportion totheir holdings or Restructuring Shares and on identical terms.

 

**8****                                         MISCELLANEOUS**

 

8.1                                 Amendment;Termination

 

8.1.1                        Novariation to this Agreement shall be effective unless made in writing and signedby the Shareholders representing 75% or more of the issued Shares.

 

8.1.2                        Subjectto Section 8.1.1 above, this Agreement terminates immediately upon theoccurrence of any of the following events from the date of this Agreement:

 

(a)                                  aresolution is passed for the winding up of Bus;

 

(b)                                 areceiver, administrator or administrative receiver is appointed over the whole orany part of the assets of Bus or the affairs, business and property of Bus is

 

16

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to be managedby a supervisor under any arrangement made with the creditors of Bus;

 

(c)                                  immediatelyprior to the consummation of a primary or secondary sale of the Shares to thepublic pursuant to an underwritten public offering, as a result of theoffering, the public (including for this purpose, all purchasers in the underwritingirrespective of any relationship with Bus) owns twenty per cent. (20%) or moreof the Shares then issued and outstanding; or

 

(d)                                 withregard to any Shareholder (in its capacity as shareholder) ceasing to be a Shareholderin Bus, upon the date on which such Shareholder ceases to hold any Shares butshall remain in full force and effect with regard to the remaining parties tothis Agreement and with regard to such Shareholder in any other capacity (ifappropriate).

 

8.1.3                        Terminationof this Agreement shall be without prejudice to the rights of any Shareholderaccrued prior to such termination, or under any provision which is expresslystated not to be affected by such termination including in respect of any priorbreach of this agreement and provided further that the provisions of Clauses6.2, 6.3, 6.4 and 7.3 shall remain in full force and effect notwithstanding atermination of this Agreement pursuant to the foregoing.

 

8.2                                 Notices

 

Any notices tobe given by any party pursuant to this Agreement shall be in writing and shallbe sufficiently served if sent by prepaid post, by facsimile transmission or bytelex and shall be deemed to be given (in the case of facsimile transmission ortelex) when received in legible form or (in the case of post) two (2) BusinessDays in the case of inland post and four (4) Business Days in the case of overseasairmail post after dispatch and shall be sent:

 

(a)                                  inthe case of Bus to:

 

c/o SolnaStrandvag 78

SE – 171 Solna

Sweden

 

Telephone: +468 546 300 00

Facsimilie:+46 8 546 300 55

Attention: PerSkargard

 

With copiesto:

 

FreshfieldsBruckhaus Deringer

65 FleetStreet

London EC4Y1HS

United Kingdom

Telephone: +44(0) 20 7936 4000

Facsimilie:+44 (0) 20 7832 7001

Attention:Peter Bloxham

 

17

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(b)           Ifto (i) one or more particular Former Subordinated Noteholder, to its address listedon the signature pages hereto, or (ii) to all the Shareholders:

 

The FormerSubordinated Noteholders of Concordia Bus AB

c/oCadwalader, Wickersham & Taft LLP

265 Strand

London WC2R1BH

Telephone: +44(0) 20 7170 8700

Facsimile: +44(0) 20 7170 8600

Attention:Andrew Wilkinson, Justin Bickle

 

(c)           inthe case of Holding AB to:

 

c/o SolnaStrandväg 78

SE – 171 Solna

Sweden

 

Telephone: +46 8 546 300 00

Facsimile: +46 8 546 300 55

Attention:Steven Sher/Frode Larsen

 

with copies to:

 

Milbank,Tweed, Hadley & McCloy LLP

Dashwood House

69 Old BroadStreet

London EC2M1QS

Telephone: +44(0) 20 7448 3000

Facsimile: +44(0) 20 7448 3029

Attention:Timothy Emmerson

 

(d)           inthe case of the Managers, to the respective addresses set forth in Schedule 1, orto such other address or facsimile number or for the attention of such otherperson as may from time to time be notified by any party to the other partiesby written notice in accordance with the provisions of this Clause 8.2.

 

8.3                                 Binding Effect;Assignment

 

8.3.1        This Agreement supersedesall prior negotiations, statements and agreements of the parties hereto withrespect to the subject matter of this Agreement, and shall be binding upon andinure to the benefit of the respective successors and assigns of the partieshereto. If any Transferee of any Shareholder shall acquire any Shares in anymanner, whether by operation of law or otherwise, such Shares shall be heldsubject to all of the terms of this Agreement, and by taking and holding suchShares such person shall be conclusively deemed to have agreed to be bound byand to perform all of the terms and provisions of this Agreement, *provided, however*, that Shares which havebeen distributed in a public offering shall no longer be subject to thisAgreement.

 

8.3.2        Except for any of theShareholders who may transfer their rights and obligations hereunder, noassignment or transfer of this Agreement or of any

 

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rights orobligations hereunder may be made by any of the parties hereto (by operation oflaw or otherwise) without the prior written consent of the other parties heretoand any attempted assignment without the required consents shall be void.

 

8.4                                 NoPartnership

 

Nothing inthis Agreement shall create a partnership or establish a relationship of principaland agent or any other fiduciary relationship between or among any of the parties.

 

8.5                                 Complete Agreement

 

This Agreementand the relevant provisions of the Restructuring Agreement represent the entireagreement among the Shareholders and Bus with respect to the matters set forthherein, and the parties hereto acknowledge that there have been no representations,warranties, covenants or agreements made by any party hereto other than thosecontained in this Agreement or the Restructuring Agreement.

 

8.6                                 Construction

 

The partieshereto have participated jointly in the negotiation and drafting of this Agreement.In the event an ambiguity or question of intent or interpretation arises, thisAgreement shall be construed as if drafted jointly by the parties and no presumptionor burden of proof shall arise favouring or disfavouring any party by virtue ofthe authorship of any of the provisions of this Agreement. The word “including”shall mean including without limitation. The parties intend that each representationand warranty contained herein shall have independent significance. If any partyhas breached any representation or warranty contained herein in any respect,the fact that there exists another representation, warranty, or covenantrelating to the same subject matter (regardless of the relative levels ofspecificity) which the party has not breached shall not detract from ormitigate the fact that the party is in breach of the first representation orwarranty.

 

8.7                                 Counterparts

 

8.7.1                        ThisAgreement may be executed in counterparts, each of which shall be signed by Busand one or more Shareholders, and all of which are deemed to be one and thesame agreement binding upon Bus and each of the Shareholders.

 

8.7.2                        Transmissionby fax of an executed counterpart of this Agreement shall be deemed toconstitute due and sufficient delivery of such counterpart.

 

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8.8           Severability

 

If any provisionof this Agreement is invalid or unenforceable, the balance of this Agreementshall remain in effect.

 

8.9           Costs

 

8.9.1        Save as set out in clause8.9.2 below, each of the parties hereto will bear its own legal, accountancyand other costs, charges and expenses connected with the negotiation,preparation and implementation of this Agreement and any other agreementincidental to or referred to in this Agreement.

 

8.9.2        All proper and reasonablelegal, accounting and other costs, charges and expenses incurred by theShareholders in connection with the negotiation, preparation and implementationof this Agreement will be borne by Bus subject to receipt by Bus of evidence ofpayment. At or around the time of the closing of the Restructuring, Bus agreesto procure the payment of any stamp duty and capital transfer taxes incurred byany of the Shareholders or their shareholders or Affiliates in connection withthe purchase and issue of Shares under this Agreement.

 

8.10         Conflictwith Articles of Association

 

8.10.1      If and to the extent thatany provision of this Agreement conflicts with or is inconsistent with anyprovision of the Articles of Association, such provision of this Agreementshall be controlling and, to the extent practicable, the Shareholders shall takeall necessary steps to ensure that the conflicting or inconsistent provision ofthe Articles of Association are construed in a manner consistent with suchprovision of this Agreement.

 

8.10.2      To the extent that any ofthe provisions contained in this Agreement are additional to the provisionscontained in the Articles of Association the Shareholders agree to do all suchthings and take all such actions to procure that the provisions of thisAgreement are put into effect.

 

8.11         ThirdParty Rights

 

A person whois not a party to this agreement has no rights under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of the agreement.

 

8.12         GoverningLaw and Jurisdiction

 

8.12.1      This Agreement shall begoverned by, and construed in accordance with, the laws of England and Wales.

 

8.12.2      Each of the parties heretoirrevocably agrees for the benefit of the other parties hereto that the courtsof England shall have jurisdiction to hear and determine any suit, action orproceedings, and to settle any disputes, which may arise out of or inconnection with this Agreement (respectively, *Proceedings*and *Disputes*) and, forsuch purposes, each of the parties hereto irrevocably submits to thejurisdiction of such courts.

 

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8.12.3      Each of the parties heretoirrevocably waives any objective which it might now or hereafter have to thecourts of England being nominated as the forum to hear and determine anyProceedings and to settle any Disputes and agrees not to claim that any suchcourt is not a convenient or appropriate forum.

 

8.12.4                  (a)           Bushereby agrees that the process by which any Proceedings in England are begunmay be served on it by being delivered to Clifford Chance Secretaries Limitedat its registered office for the time being, who has been appointed by Bus toaccept on behalf of Bus service of any Proceedings in England.

 

(b)           Holding AB hereby agreesthat the process by which any Proceedings in England are begun may be served onit by being delivered to Clifford Chance Secretaries Limited, who has beenappointed by Holding AB to accept on behalf of Holding AB service of any Proceedingsin England.

 

(c)           The Managers herebyagree that the process by which any Proceedings in England are begun may beserved on them by being delivered to Clifford Chance Secretaries Limited, whohas been appointed by the Managers to accept on behalf of the Managers serviceof any Proceedings in England.

 

(d)           Each Shareholder herebyagrees that the process by which any Proceedings in England are begun may beserved on it by being delivered to [•],who has been appointed by such Shareholder to accept on behalf of suchShareholder service of any Proceedings in England.

 

8.12.5      The submission to thejurisdiction of the courts of England shall not (and shall not be construed soas to) limit the right of any party hereto to take Proceedings against theother parties hereto in any other court of competent jurisdiction, nor shallthe taking of Proceedings in any one or more jurisdictions preclude the takingof Proceedings in any other jurisdiction (whether concurrently or not).

 

**INWITNESS WHEREOF**, this Agreement has been signed by theduly authorised representatives of the parties the day and year first abovewritten.

 
| **BUS**                                                      | ** ** | ** **        |
|--------------------------------------------------------------|------------|-------------------|
| ** **                                                   | ** ** | ** **        |
| Signed by  For and on behalf of**CONCORDIA BUS AB**          | )  ))      | HARALD AERNKVAERN |
|                                                         |       |              |
| **HOLDING AB**                                               | ** ** | ** **        |
| ** **                                                   | ** ** | ** **        |
| Signed by   For and on behalf of **CONCORDIA BUS HOLDINGAB** | )  ))      | HARALD AERNKVAERN |

 

21

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**FORMER SUBORDINATED NOTEHOLDERS**

 

 
| Signed by                              | )      | MARC LASRY                           |
|----------------------------------------|--------|--------------------------------------|
| For and on behalf of                   | )      |                                 |
| **AVENUE EUROPE INTERNATIONAL LTD**    | )      |                                 |
| Address:                               | )      | 535 Madison Ave, New York, NY        |
|                                   |   | 10022                                |
|                                   |   |                                 |
|                                   |   |                                 |
| Signed by                              | )      | MARC LASRY                           |
| For and on behalf of                   | )      |                                 |
| **AVENUE EUROPE INVESTMENTS L.P.**     | )      |                                 |
| Address:                               | )      | 535 Madison Ave, New York, NY        |
|                                   |   | 10022                                |
|                                   |   |                                 |
|                                   |   |                                 |
| Signed by                              | )      | FIONA POOL                           |
| For and on behalf of                   | )      |                                 |
| **BANK OF AMERICA SECURITIES LIMITED** | )      |                                 |
| Address:                               | )      | 5 Canada Square, London, E14 5AQ     |
|                                   |   |                                 |
|                                   |   |                                 |
| Signed by                              | )      | JONATHAN WEISS                       |
| For and on behalf of                   | )      |                                 |
| **BEAR STEARNS & Co. INC**         | )      |                                 |
| Address:                               | )      | 383 Madison Ave, New York, NY        |
|                                   |   | 10179                                |
|                                   |   |                                 |
|                                   |   |                                 |
| Signed by                              | )      | PAUL BROMLEY                         |
| For and on behalf of                   | )      |                                 |
| **BLUEBAY FUNDS - BLUEBAY HIGH YIELD** | )      |                                 |
| **BOND FUND**                          | )      |                                 |
| Address:                               | )      | 33 boulevard Prince Henri, B.P. 403, |
|                                   |   | L-2014, Luxembourg                   |
|                                   |   |                                 |
| Signed by                              | )      | PAUL BROMLEY                         |
| For and on behalf of                   | )      |                                 |
| **THE BLUEBAY HIGH YIELD (MASTER)**    | )      |                                 |
| **FUND LTD**                           | )      |                                 |
| Address:                               | )      | PO Box 309 GT, Ugland House, South   |
|                                   |   | Church Street, George Town, Grand    |
|                                   |   | Cayman                               |
|                                   |   |                                 |
| Signed by                              | )      | PAUL BROMLEY                         |
| For and on behalf of                   | )      |                                 |
| **SHINSEA OPPORTUNITY TRUST: BLUEBAY** | )      |                                 |
| **HIGH YIELD SUB-TRUST**               | )      |                                 |

 

22

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| Address:                                 |   | ) Caladonian Bank & Trust Ltd,       |
|------------------------------------------|--------|------------------------------------------|
|                                     |   |   Caladonian House, PO Box 1043 GT  |
|                                     |   |   Roys Drive, George Town, Grand    |
|                                     |   |   Cayman                            |
|                                     |   |                                     |
|                                     |   |                                     |
| Signed by                                |   | ) PAUL BROMLEY                           |
| For and on behalf of                     |   | )                                        |
| **PANACEA TRUST: BLUEBAY STRUCTURED**    |   | )                                        |
| **HIGH YIELD BOND SUB-TRUST**            |   | )                                        |
| Address:                                 |   | ) Caladonian Bank & Trust Ltd,       |
|                                     |   |   Caladonian House,  PO Box 1043 GT |
|                                     |   |   Roys Drive, George  Town, Grand   |
|                                     |   |   Cayman                            |
|                                     |   |                                     |
|                                     |   |                                     |
| Signed by                                |   | ) KIRSTEN  WESTENFELDER             |
|                                     |   |                                     |
|                                     |   | ) JOHNNY MOUSTEN                         |
| For and on behalf of                     |   | )                                        |
| **DANSKE BANK INTERNATIONAL S.A.**       |   | )                                        |
| Address:                                 |   | ) 2 Rue du Fosse, L-2011 Luxembourg      |
|                                     |   |                                     |
|                                     |   |                                     |
| Signed by                                |   | ) M.W. NUNN                              |
| For and on behalf of                     |   | )                                        |
| **DEEPHAVEN INTERNATIONAL**              |   | )                                        |
| **CONVERTIBLE TRADING LIMITED**          |   | )                                        |
| Address:                                 |   | ) Harney, Westwood & Reigels,        |
|                                     |   | ) Craigmuir Chambers, P.O. Box 71        |
|                                     |   | ) Road Town, Tortola, B.V.I.             |
|                                     |   |                                     |
|                                     |   |                                     |
| Signed by                                |   | ) JEREMY WRIGLEY                         |
| For and on behalf of                     |   | )                                        |
| **DIVERSIFIED EUROPEAN CREDIT S.A.**     |   | )                                        |
| Address:                                 |   | ) European Credit Management Ltd,        |
|                                     |   | ) 34 Grosvenor Street, London,           |
|                                     |   | ) W1K 4QU                                |
|                                     |   |                                     |
|                                     |   |                                     |
| Signed by                                |   | ) JEREMY WRIGLEY                         |
| For and on behalf of                     |   | )                                        |
| **EUROPEAN CREDIT FUND – SUB FUND** |   | )                                        |
| **DANUBE**                               |   | )                                        |
| Address:                                 |   | ) European Credit Management Ltd,        |
|                                     |   | ) 34 Grosvenor Street, London,           |
|                                     |   | ) W1K 4QU                                |

 

23

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| Signed by                                   |   | ) RICHARD WANE                          |
|---------------------------------------------|--------|-----------------------------------------|
| For and on behalf of                        |   | )                                       |
| **FIDELITY INVESTMENTS**                    |   | )                                       |
| **INTERNATIONAL**                           |   | )                                       |
| For and on behalf of                        |   | )                                       |
| **FIDELITY FUNDS SICAV – EUROPEAN**    |   | )                                       |
| **HIGH YIELD**                              |   | )                                       |
| Address:                                    |   | ) Oakhill House, 130 Tonbridge Road,    |
|                                        |   | ) Hildenborough, Tonbridge, Kent        |
|                                        |   | ) TN11 9DZ                              |
|                                        |   |                                    |
|                                        |   |                                    |
| Signed by                                   |   | ) RICHARD WANE                          |
| For and on behalf of                        |   | )                                       |
| **FIDELITY INVESTMENT SERVICES**            |   | )                                       |
| **LIMITED**                                 |   | )                                       |
| As Authorised Corporate Director for and on |   | )                                       |
| behalf of                                   |   | )                                       |
| **FIDELITY INVESTMENT FUNDS ICVC -**        |   | )                                       |
| **FIDELITY EXTRA INCOME FUND**              |   | )                                       |
| Address:                                    |   | ) Oakhill House, 130 Tonbridge Road,    |
|                                        |   | ) Hildenborough, Tonbridge, Kent        |
|                                        |   | ) TN11 9DZ                              |
|                                        |   |                                    |
|                                        |   |                                    |
| Signed by                                   |   | ) GIUSEPPE FORNARA                      |
| For and on behalf of                        |   | )                                       |
| **GIUSEPPE FORNARA**                        |   | )                                       |
| Address:                                    |   | ) Via Matteotti, 76, 28077 Prato Sesia, |
|                                        |   | ) Italy                                 |
|                                        |   |                                    |
|                                        |   |                                    |
| Signed by                                   |   | ) JEREMY WRIGLEY                        |
| For and on behalf of                        |   | )                                       |
| **FUNDAMENTAL EUROPEAN VALUE S.A.**         |   | )                                       |
| Address:                                    |   | ) European Credit Management Ltd,       |
|                                        |   | ) 34 Grosvenor Street, London,          |
|                                        |   | ) W1K 4QU                               |
|                                        |   |                                    |
|                                        |   |                                    |
| Signed by                                   |   | ) TREVOR PREEDY                         |
| For and on behalf of                        |   | )                                       |
| **GOLDMAN SACHS INTERNATIONAL**             |   | )                                       |
| Address:                                    |   | ) Peterborough Court, 133 Fleet Street  |
|                                        |   | ) London, EC4A 2BB                      |
|                                        |   |                                    |
|                                        |   |                                    |
| Signed by                                   |   | ) FARID GARGOUR                         |
| For and on behalf of                        |   | )                                       |
| **HFS DS EUROPE MASTER TRUST**              |   | )                                       |

 

24

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| Address:                             |   | ) 65 Front Street, Hamilton, HM11      |
|--------------------------------------|--------|----------------------------------------|
|                                 |   | ) Bermuda                              |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) JOHN HENNESSY                        |
| For and on behalf of                 |   | )                                      |
| **LONE STAR INTERNATIONAL FINANCE**  |   | )                                      |
| **LIMITED**                          |   | )                                      |
| Address:                             |   | ) HSBC House, Harcourt Centre,         |
|                                 |   | ) Dublin 2, Ireland                    |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) MARIO MANSUTTI                       |
| For and on behalf of                 |   | )                                      |
| **MARIO MANSUTTI**                   |   | )                                      |
| Address:                             |   | ) Via Giovanni XX111 76, 28845         |
|                                 |   | ) Domodossola, Italy                   |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) DOMINIC P.S. POWELL                  |
| For and on behalf of                 |   | )                                      |
| **MELCHIOR CDO I S.A.**              |   | )                                      |
| Address:                             |   | ) 33, Boulevard du Prince Henri,       |
|                                 |   | ) L -1724 Luxembourg                   |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) LILIANA PAGANO                       |
| For and on behalf of                 |   | )                                      |
| **LILIANA PAGANO**                   |   | )                                      |
| Address:                             |   | ) Via Matteotti, 76                    |
|                                 |   | ) 28077 Prato Seisa, Italy             |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) PAUL BROMLEY                         |
| For and on behalf of                 |   | )                                      |
| **PMI57**                            |   | )                                      |
| Address:                             |   | ) Folkstonwegt, 1118 LM Schiphol       |
|                                 |   | ) Zuidoost, Netherlands                |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) PAUL BROMLEY                         |
| For and on behalf of                 |   | )                                      |
| **PT MASTER – 10**              |   | )                                      |
| Address:                             |   | ) Arabella Strasse 27, D – 81925, |
|                                 |   | ) Munich, Germany                      |
|                                 |   |                                   |
|                                 |   |                                   |
| Signed by                            |   | ) FARID GARGOUR                        |
| For and on behalf of                 |   | )                                      |
| **RAB EUROPEAN HIGH YIELD FUND LTD** |   | )                                      |
| Address:                             |   | ) c/o 1 Adam Street, London            |
|                                 |   | ) WC2N 6LE                             |

 

25

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| Signed by                             |   | ) PATRICE COLLIN                  |
|---------------------------------------|--------|-----------------------------------|
|                                  |   |                              |
|                                  |   | ) JOEL DUPONT                     |
| For and on behalf of                  |   | )                                 |
| **SOCIETE GENERALE BANK & TRUST** |   | )                                 |
| Address:                              |   | ) 11 avenue Emille Reuter, L-2420 |
|                                  |   | ) Luxembourg                      |
|                                  |   |                              |
|                                  |   |                              |
| Signed by                             |   | ) MARIA ROSA STEFANONI            |
| For and on behalf of                  |   | )                                 |
| **MARIA ROSA STEFANONI**              |   | )                                 |
| Address:                              |   | ) Via Giovanni XXIII, 76          |
|                                  |   | ) 28845 Domodossola, Italy        |
|                                  |   |                              |
|                                  |   |                              |
| Signed by                             |   | ) MARINELLA STEFANONI             |
| For and on behalf of                  |   | )                                 |
| **MARINELLA STEFANONI**               |   | )                                 |
| Address:                              |   | ) Via Giovanni XXIII, 76          |
|                                  |   | ) 28845 Domodossola, Italy        |
|                                  |   |                              |
|                                  |   |                              |
| Signed by                             |   | ) RICCARDINA STEFANONI            |
| For and on behalf of                  |   | )                                 |
| **RICCARDINA STEFANONI**              |   | )                                 |
| Address:                              |   | ) Via Giovanni XXIII, 76          |
|                                  |   | ) 28845 Domodossola, Italy        |
|                                  |   |                              |
|                                  |   |                              |
| Signed by                             |   | ) DAVID GIBSON                    |
| For and on behalf of                  |   | )                                 |
| **UBS AG, LONDON BRANCH**             |   | )                                 |
| Address:                              |   | ) 100 Liverpool Street, London    |
|                                  |   | ) EC2M 2RH                        |
|                                  |   |                              |
|                                  |   |                              |
| Signed by                             |   | ) G. F. F. VAN ‘T HOF        |
| For and on behalf of                  |   | )                                 |
| **VEER PALTHE VOUTE N.V.**            |   | )                                 |
| Address:                              |   | ) Oosthaven 52, 2801 PE, Gouda    |
|                                  |   | ) Netherlands                     |

 

26

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**SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE**

 

Theundersigned Former Subordinated Noteholder hereby authorises this Shareholders’Agreement Signature Page (or a photocopy hereof, which shall be valid for allpurposes) to be attached to the Shareholders’ Agreement dated as of 4 October2005, or counterparts thereof.

 
| Print name of Former Subordinated Noteholder |   | Signature of Former Subordinated Noteholder, if an  individual                                              |
|----------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|
|                                         |   |                                                                                                        |
|                                         |   |                                                                                                        |
|                                         |   | By:                                                                                                         |   |   |
|                                         |   | If an entity, signature of authorized person signing on  such Former Subordinated Noteholders’ behalf. |
| Record Address of Former Subordinated        |   |                                                                                                        |
| Noteholder                                   |   |                                                                                                        |
|                                         |   |                                                                                                        |
|                                         |   | Name:                                                                                                       |   |   |
|                                         |   |                                                                                                        | Print Name of authorized  person |
|                                         |   |                                                                                                        |
| City, State and Postal Code                  |   |                                                                                                        |
|                                         |   |                                                                                                        |
|                                         |   | Title:                                                                                                      |   |   |
|                                         |   |                                                                                                        | Title of  authorized person |
|                                         |   |                                                                                                        |
| Country                                      |   |                                                                                                        |
|                                              |        |                                                                                                             |  |  |  |  |  |  |

 

27

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**SCHEDULE1**

**THEMANAGERS**

 
| **Name**                                                               | ** ** | **Address**                                                                 |
|------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|
| ** **                                                             | ** ** | ** **                                                                  |
| Ragnar Norbäck, CEO Nordic (36%)                                  |       | Tegnérgatan 45, 2 tr   111 61 Stockholm   Sweden                       |
|                                                                   |       |                                                                        |
| Per Skärgård, CFO Nordic (24%)                               |       | Tranholmsvägen 8   178 32 EKERÖ Sweden                       |
|                                                                   |       |                                                                        |
| Jan Bosaeus, MD Swebus AB (10%)                                        |       | Kyrkbyvägen 4   197 93 BRO   Sweden                                    |
|                                                                   |       |                                                                        |
| Sjur Brenden, MD Ingeniör MO Schöyens   Bilcentraler AS (5%) |       | Risbacken 17 A   0374 Oslo   NorwayRisbacken 17 A   0374 Oslo   Norway      |
|                                                                   |       |                                                                        |
| Tom Ward, MD Concordia Bus Finland Oy AB   (5%)                        |       | c/o Concordia Bus Finland OY Ab   Klovinpellontie 5   02180 Espoo   Finland |
|                                                                   |       |                                                                        |
| Per-Erik Ericsson, MD Interbus AB (5%)                                 |       | Lönnvägen 4   450 33 GRUNDSUND   Sweden                           |
|                                                                   |       |                                                                        |
| Stefan Carlén, MD Swebus Express AB (5%)                          |       | Tiljans backe 56  504 52 BORÅS   Sweden                                |

 

28

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**SCHEDULE2**

**FORMOF DEED OF ADHERENCE**

 

**THIS DEEDOF ADHERENCE**is madethe [•] day of [•] 2005 by [Name of Transferee] (the “**Covenantor**”) and is supplemental to theShareholders’ Agreement dated [•] day of [•] 2005 and made between all theparties named in the Shareholders’ Agreement.

 

**ITIS AGREED**as follows:

 

Words andexpressions defined in the Shareholders’ Agreement shall have the same meaning inthis Deed.

 

The Covenantorconfirms that it has been supplied with a copy of the Shareholders’ Agreementand hereby covenants with the parties thereto to perform and be bound by allthe terms of the Shareholders’ Agreement to the intent and effect that theCovenantor shall be deemed with effect from the date of this deed to be a partyto the Shareholders’ Agreement in the same capacity and with the rights andobligations attributable to the original signatory to the Shareholders’Agreement from which the interest being transferred derived.

 

This Deed ofAdherence shall be governed by and construed in accordance with the law of Englandand Wales.

 

**INWITNESS**whereof we have executed and delivered thisDeed of Adherence as a deed on the date appearing at the head of this document.

 

**EXECUTEDAS A DEED**

 
| By [Name of  Transferee] | ) |
|--------------------------|---|
| acting by                | ) |
|                     | ) |

 

director

director/secretary

 

29

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