**Exhibit 4.12**

 
|  | **LIMITED LIABILITY PARTNERSHIP** |
|--|-----------------------------------|

 

CONCORDIA BUSAB (PUBL)

(THE “**COMPANY**”)

 

AND

 

DEUTSCHE BANKTRUST COMPANY AMERICAS

(THE “**TRUSTEE**”)

 

AMENDMENT TOINDENTURE

dated February7, 2000 between Concordia Bus AB (publ) and Deutsche Bank Trust Company Americas, as Trustee

 

4 October 2005

 

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SUPPLEMENTALINDENTURE (this “**Supplemental Indenture**”),dated October 4, 2005, between Concorda Bus AB (publ), a public limitedliability company organized under the laws of Sweden (the “**Company**”), having its principal executiveoffice at Solna Strandväg, SE-171 54 Stockholm, Sweden, and Deutsche Bank TrustCompany Americas (the “**Trustee**”),a banking corporation organized under the laws of the State of New York, havingits principal office at 60 Wall Street, New York, NY 10005.

 

**WITNESSETH:**

 

WHEREAS, theCompany has heretofore executed and delivered to the Trustee an Indenture (the “**Indenture**”), dated February 7, 2000,providing for the issuance by the Company of €160,000,000 11% SeniorSubordinated Notes due February 15, 2010 (the “**Notes**”);

 

WHEREAS,pursuant to Section 902 of the Indenture, the Company and the Trustee may amendor supplement certain terms and covenants contained in the Indenture with thewritten consent of the holders of Notes representing at least a majority inprincipal amount of the outstanding Notes, subject to certain exceptionsspecified in Section 902 of the Indenture;

 

WHEREAS, theBoard of Directors of the Company has passed a resolution authorizing theexecution of this Supplemental Indenture;

 

WHEREAS, theCompany and certain beneficial holders of Notes have signed the restructuringagreement among, *inter alia*, GS Capital PartnersIII, L.P., GS Capital Partners III Offshore L.P., Goldman, Sachs & Co.Verwaltungs GmbH, Schoyen Gruppen AS, Bus, Concordia Bus AB, Concordia Bus BVand Concordia Bus Holding AB, dated July 22, 2005 (the “**Restructuring Agreement**”) and pursuant towhich those holders agreed to make the amendments set out in Section 3 hereof;

 

WHEREAS, as ofthe date hereof, holders of Notes representing a majority in principal amountof the outstanding Notes and eligible to consent in accordance with the termsof the Indenture have consented to the adoption of the amendments provided forherein to the Indenture (the “**Consents**”)and have not revoked such consents; and

 

WHEREAS, theCompany has delivered to the Trustee the Officers’ Certificate and Opinion ofCounsel contemplated by Sections 903 and 102 of the Indenture.

 

NOW THEREFORE,in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Company and theTrustee mutually covenant and agree for the equal and ratable benefit of theholders of the Notes as follows:

 

# **1.**                                 CAPITALIZED TERMS.

Capitalizedterms used herein without definition shall have the meanings assigned to themin the Indenture.

 

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# **2.**                                 REPRESENTATIONS ANDWARRANTIES; CONDITIONS PRECEDENT

 

## 2.1                           The Company represents and warrantsthat (i) all beneficial holders of Notes were treated equally and given theopportunity to participate in the restructuring provided for in theRestructuring Agreement, (ii) any consideration offered to be paid and paid toany holder of Notes for or as an inducement to give the Consents was offered tobe paid to all holders of the Notes and was paid to all holders of the Noteswho gave their Consents, and (iii) each of the conditions precedent to theamendment and supplement of the Indenture pursuant to this SupplementalIndenture (including such conditions pursuant to Section 902 of the Indenture)have been satisfied in all respects.

##  

# **3.**                                 AMENDMENTS TO THEINDENTURE.

Pursuant toSection 902 of the Indenture, the Company and the Trustee hereby agree to amendthe Indenture as follows:

 

TheSupplemental Indenture is hereby amended as follows:

 

(a)                                      Section 1004 of the Indenture, titled “*Existence*”, is hereby deleted in its entirety and replacedwith the words “Intentionally omitted.” All textual references in the Indentureand the Notes exclusively relating to Section1004 are hereby deleted.

 

(b)                                     Section 1005 of the Indenture, titled “*Maintenance of Properties*”, is hereby deleted in itsentirety and replaced with the words “Intentionally omitted.” All textualreferences in the Indenture and the Notes exclusively relating to Section 1005 are hereby deleted.

 

(c)                                      Section 1006 of the Indenture, titled “*Payment of Taxes and Other Claims*”, is hereby deleted in itsentirety and replaced with the words “Intentionally omitted.” All textualreferences in the Indenture and the Notes exclusively relating to Section 1006 are hereby deleted.

 

(d)                                     Section 1007 of the Indenture, titled “*Maintenance of Insurance*”, is hereby deleted in its entiretyand replaced with the words “Intentionally omitted.” All textual references inthe Indenture and the Notes exclusively relating to Section 1007 are herebydeleted.

 

(e)                                      Section 1008 of the Indenture, titled “*Limitation of Indebtedness and Issuance of Disqualified Share Capitaland Preferred Shares*”, is hereby deleted in its entirety andreplaced with the words “Intentionally omitted.” All textual references in theIndenture and the Notes exclusively relating to Section 1008 are herebydeleted.

 

(f)                                        Section 1009 of the Indenture, titled “*Limitation on Restricted Payments*”, is hereby deleted in itsentirety and replaced with the words “Intentionally omitted.” All textualreferences in the Indenture and the Notes exclusively relating to Section 1009 are hereby deleted.

 

(g)                                     Section 1010 of the Indenture, titled “*Limitations on Dividends and Other Payment Restrictions AffectingSubsidiaries*”, is hereby deleted in its entirety 

 

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and replaced with the words “Intentionally omitted.”All textual references in the Indenture and the Notes exclusively relating to Section 1010 are hereby deleted.

 

(h)                                     Section 1011 of the Indenture, titled “*Limitation on Liens*”, is hereby deleted in its entirety andreplaced with the words “Intentionally omitted.” All textual references in theIndenture and the Notes exclusively relating to Section 1011 are herebydeleted.

 

(i)                                         Section 1012 of the Indenture, titled “*Limitation on Sale and Leaseback Transactions*”, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” Alltextual references in the Indenture and the Notes exclusively relating to Section 1012 are hereby deleted.

 

(j)                                         Section1013 of the Indenture, titled “*Limitation onTransactions with Affiliates and Related Persons*”, is hereby deleted in its entirety andreplaced with the words “Intentionally omitted.” All textual references in theIndenture and the Notes exclusively relating to Section 1013 are herebydeleted.

 

(k)                                      Section1016 of the Indenture, titled “*Limitation onSales and Issuance of Equity Interests in Restricted Subsidiaries*”, is hereby deleted in its entirety andreplaced with the words “Intentionally omitted.” All textual references in theIndenture and the Notes exclusively relating to Section 1016 are herebydeleted.

 

(l)                                         Section1017 of the Indenture, titled “*Limitation onIssuances of Guarantees of Indebtedness*”, is hereby deleted in its entirety and replaced with the words “Intentionallyomitted.” All textual references in the Indenture and the Notes exclusivelyrelating to Section 1017 are hereby deleted.

 

(m)                                   Section1019 of the Indenture, titled “*Provision ofFinancial Information*”, ishereby deleted in its entirety and replaced with the words “Intentionallyomitted.” All textual references in the Indenture and the Notes exclusivelyrelating to Section 1019 are hereby deleted.

 

(n)                                     Section1020 of the Indenture, titled “*Statement byOfficers as to Default; Compliance Certificates*”, is hereby deleted in its entirety andreplaced with the words “Intentionally omitted.” All textual references in theIndenture and the Notes exclusively relating to Section 1020 are herebydeleted.

 

(o)                                     Subsection (3) of Clause 501 is hereby deleted and replaced with thefollowing: “failure by the Company or any of its Restricted Subsidiaries tocomply with the provisions of Article Eight or Sections 1008, 1009, 1012 or1016 or otherwise take any action which is not permitted by or omit to take anyaction which is required by such Article or any such Section whether or notrequired or compelled to do so by or upon the direction of the holders of theCompany’s Share Capital or otherwise”.

 

(p)                                     Section501(9) of the Indenture, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” Alltextual references in the Indenture and the Notes exclusively relating to Section 501(9) are hereby deleted.

 

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(q)                                     Section501(10) of the Indenture, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” Alltextual references in the Indenture and the Notes exclusively relating to Section 501(10) are hereby deleted.

 

(r)                                        Section515 of the Indenture, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” Alltextual references in the Indenture and the Notes exclusively relating to Section 515 are hereby deleted.

 

(s)                                      Section801(1)(b) of the Indenture, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” Alltextual references in the Indenture and the Notes exclusively relating to Section 801(1)(b) are hereby deleted.

 

(t)                                        Section801(1)(d) of the Indenture, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” Alltextual references in the Indenture and the Notes exclusively relating to Section 801(1)(d) are hereby deleted.

 

(u)                                     Section802 of the Indenture, is hereby deletedin its entirety and replaced with the words “Intentionally omitted.” All textualreferences in the Indenture and the Notes exclusively relating to Section 802 are hereby deleted.

 

(v)                                     Section1304(2)(a) of the Indenture, is herebydeleted in its entirety and replaced with the words “Intentionallyomitted.” All textual references in the Indenture and the Notes exclusivelyrelating to Section 1304(2)(a) are hereby deleted.

 

# **4.**                                 RATIFICATION OFINDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.

# ** **

Except asexpressly amended hereby, the Indenture is in all respects ratified andconfirmed and all the terms, conditions and provisions thereof shall remain infull force and effect. The parties acknowledge that, pursuant to Section 904 ofthe Indenture, this Supplemental Indenture shall form a part of the Indenturefor all purposes, and every holder of Notes previously or hereafterauthenticated and delivered under the Indenture shall be bound hereby. Allagreements of the Company in this Supplemental Indenture shall bind itssuccessors. All agreements of the Trustee in this Supplemental Indenture shallbind its successors.

 

# **5.**                                 GOVERNING LAW.

# ** **

THISSUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY**.**

 

# **6.**                                 AUTHORITY OFTRUSTEE; INDEMNITY

# ** **

## 6.1                           **Authority of Trustee**

##  

The Trustee isentering into this Supplemental Indenture in reliance on the accuracy of thestatements made in the foregoing recitals and of the representations andwarranties of 

 

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the Companycontained in Section 2 hereof. The Company acknowledges and agrees that theTrustee has based such reliance solely on an assumption that the foregoingmatters are true and that the Trustee has not independently verified thevalidity of such assumption.

 

## 6.2                           **No Representation by Trustee;Trustee’s Disclaimer**

##  

The recitalscontained herein, and the representations and warranties of the Company in Section2 hereof, shall be taken solely as the statements of the Company, and theTrustee assumes no responsibility for their correctness. The Trustee shall notbe responsible for and makes no representation as to the validity or adequacyof this Supplemental Indenture or of the Indenture or the Notes, in each caseas amended and supplemented by this Supplemental Indenture.

 

## 6.3                           **Indemnity**

##  

The Companyhereby agrees to indemnify the Trustee against any and all loss, liability andexpense incurred by the Trustee in connection with actions taken by it infurtherance of the implementation of the Restructuring, including withoutlimitation in respect of its execution and delivery of this SupplementalIndenture, in accordance with the provisions of Section 607 of the Indenture,which provisions shall apply *mutatismutandis*as if set out in full herein.

 

# **7.**                                 AGENT FORSERVICE;  SUBMISSION TO JURISDICTION.

# ** **

By theexecution and delivery of this Supplemental Indenture, the Company (i)acknowledges that it has, by separate written instrument, irrevocablydesignated and appointed CT Corporation System as its authorized agent uponwhich process may be served in any suit or proceeding arising out of orrelating to this Supplemental Indenture that may be instituted in any Federalor State court in the Borough of Manhattan, The City of New York or broughtunder Federal or State securities laws or brought by the Trustee in itscapacity as a trustee hereunder, and acknowledges that CT Corporation Systemhas accepted such designation, (ii) submits to the jurisdiction of any suchcourt in any such suit or proceeding and waives, to the extent possible, anyobjection which it may now or hereafter have to the laying of venue of any suchproceeding or any claim of inconvenient forum, and (iii) agrees that service ofprocess upon CT Corporation System shall be deemed in every respect effectiveservice of process upon it in any such suit or proceeding. The Company furtheragrees to take any and all action, including the execution and filing of anyand all such documents and instruments, as may be necessary to continue suchdesignation and appointment of CT Corporation System in full force and effectso long as this Supplemental Indenture shall be in full force and effect.

 

# **8.**                                 MULTIPLE ORIGINALS.

# ** **

## 8.1                           The parties may sign any number ofcopies of this Supplemental Indenture. Each signed copy shall be an original,but all of them together represent the same agreement. One signed copy isenough to prove this Supplemental Indenture.

##  

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## 8.2                           This Supplemental Indenture may beexecuted in one or more counterparts and when a counterpart has been executedby each party, all such counterparts taken together shall constitute one andthe same agreement.

##  

# **9.**                                 EFFECT OF HEADINGS.

# ** **

The Sectionheadings herein are for convenience only and shall not effect the constructionthereof.

 

# **10.**                           CONFLICTS.

# ** **

To the extentof any inconsistency between the terms of the Indenture or the Notes and thisSupplemental Indenture, the terms of this Supplemental Indenture will control.

 

# **11.**                           ENTIRE AGREEMENT.

# ** **

ThisSupplemental Indenture constitutes the entire agreement of the parties heretowith respect to the amendments to the Indenture set forth herein. A copy ofthis Supplemental Indenture shall be attached by the Trustee to the Indentureand by the Company on its duplicate thereof.

 

# **12.**                           ENFORCEABILITY

# ** **

In case anyprovision in this Supplemental Indenture shall be invalid, illegal orunenforceable, the validity, legality and enforceability of the remainingprovisions hereof or of the Indenture shall not in any way be affected orimpaired thereby.

 

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IN WITNESSWHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted on their respective behalf, by their respective representativethereunto duly authorized, on the date first above written.

 

 
|   | CONCORDIA  BUS AB (PUBL)                           |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                | /s/ Per Skärgård |   |
|   | Name: Per Skärgård                       |
|   | Title: Chief Financial Officer                     |
|   |                                               |
|   |                                               |
|   | CONCORDIA  BUS AB (PUBL)                           |
|   |                                               |
|   |                                               |
|   | By:                                                | /s/ Eric  Linnarsson |   |
|   |                                               |
|   | Name: Eric  Linnarsson                             |
|   | Title:  Director                                   |
|   |                                               |
|   |                                               |
|   | DEUTSCHE  BANK TRUST COMPANY AMERICAS,  as Trustee |
|   |                                               |
|   |                                               |
|   | By:                                                | /s/ Rodney  Gaughan |   |
|   | Name: Rodney Gaughan                               |
|   | Title: Assistant Vice President                    |
|        |                                                    |  |  |  |

 

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(*Signature page to Supplemental Indenture*.)

 

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