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


 

















 


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

  



 


i

















 


	
  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

  



 


 


ii

















 


SHAREHOLDERS’ AGREEMENT


 


THIS
AGREEMENT is made on 4 October 2005


 


BETWEEN:


 


(1)                                  CONCORDIA BUS AB, a private company
registered in Sweden (“Bus”);


 


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


 


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


 


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


 


WHEREAS:


 


(A)                              Bus
has completed an equitisation of its Subordinated Notes (the “Restructuring”) and now wishes to issue
Restructuring Shares in Bus to the Restructuring Shareholders (as defined
below) and to Holding AB, those parties being signatories to a definitive restructuring
agreement dated 22 July 2005 among Bus, Concordia Bus BV, Holding AB, Schøyen
Gruppen AS (“Schoyen”), GS Capital
Partners III, L.P., GS Capital Partners III Offshore, L.P., and Goldman, Sachs
& Co. Verwaltungs GmbH (being together “Goldman
Sachs”) and the other parties thereto (the “Restructuring Agreement”). 


 


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


 


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


 


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


 


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


 

















 


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


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements, covenants and
provisions contained herein, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1                                         DEFINITIONS
AND INTERPRETATION


 


1.1                                 Definitions


 


For the
purpose of this Agreement, the following terms shall have the meanings
specified in this Clause 1. Capitalised terms not defined herein in this
Agreement shall refer to terms defined in the Restructuring Agreement, unless
the context otherwise requires.


 


“Affiliate”
means any Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. For the purposes of this definition,
control of a Person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise 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 another
Person shall be deemed to control that Person.


 


“Articles
of Association” means the articles of association of
Bus as amended from time to time.


 


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


 


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


 


“Fair
Market Value” means, in respect of any purchase of
Shares by Bus pursuant to Clause 6.6, the fair market value of such Shares (on
a fully diluted basis), as agreed by Bus and the relevant Manager, and in
default of such agreement, the fair market value of such Shares (on a fully
diluted basis) as determined by the auditors of Bus on the basis of an arm’s
length transaction between a willing seller and a willing buyer and taking no
account that the Shares in question may constitute a minority holding or may be
subject to restrictions on transfer.


 


“General
Meeting” means the general meeting of all holders of
Shares.


 


“Group”
shall mean Bus and its subsidiaries.


 


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


 


“Permitted
Transferees” has the meaning set forth in Clause 6.1.5
hereof.


 


4

















 


 


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


 


“Restructuring
Shareholders” means, collectively, the Former
Subordinated Noteholders and Holding AB.


 


“Restructuring
Shares” means the shares in Bus to be issued to the
Restructuring 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 Exchange
Commission, as from time to time constituted, created under the United States
Securities 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 Management
Incentive Plan, any other holders of Shares and the Transferees of Shares
whether from another Shareholder or from Bus, who are required to agree to be
bound by the terms and conditions of this Agreement. The term “Shareholder” means any one of the
Shareholders and, in the case of a Shareholder who is a natural person, the
term Shareholder shall also include such Shareholder’s legal representatives,
executors or administrators when the context so requires.


 


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


 


“Subsidiary”
has the meaning given to it in Clause 736 of the
Companies 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 this
Agreement to any agreement or other document shall be deemed also to refer to
such agreement or other document as amended, modified, varied or novated from
time to time.


 


1.2.2        The headings, sub-headings
and contents pages in this Agreement are for ease of reference only and shall
not affect its interpretation. References in this Agreement to Clauses,
Schedules and Exhibits shall, unless the context otherwise requires, be
references to Clauses of, and Schedules and Exhibits to, this Agreement.


 


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


 


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


 


5

















 


 


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


 


1.2.5        The
provisions in this Agreement are valid to the fullest extent as permitted by applicable
local law.


 


2                                         CONDITIONALITY


 


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


 


3                                         REPRESENTATIONS
AND WARRANTIES


 


3.1           Bus


 


Bus hereby
represents and warrants to the Shareholders as follows:


 


3.1.1        Organisation


 


Bus is a
corporation duly organised and validly existing as a corporation under the laws
of Sweden.


 


3.1.2        Due
Authorisation


 


The execution and
delivery of this Agreement, the compliance by Bus with all the provisions
hereof and of the Articles of Association and the consummation of each of the
transactions contemplated herein: (i) are within the corporate powers and
authority of Bus and (ii) have been duly authorised by all requisite corporate
proceedings on the part of Bus. This Agreement is and adoption by Bus of the
revised Articles of Association will be, valid and legally binding obligations
of Bus enforceable in accordance with their respective terms subject to
applicable bankruptcy, reorganisation, insolvency, moratorium and other laws
affecting creditors’ rights generally and, as to enforceability, general
equitable principles.


 


3.1.3        Capitalisation


 


As of the date
of this Agreement, the total number of Shares which Bus will issue pursuant to
its Articles of Association shall be 120,000 Shares of SEK 100 each, of which
120,000 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 the
Management Incentive Plan, Bus will not have outstanding any securities
convertible into, or exchangeable for, any shares of Bus and (except pursuant
to this Agreement) no Person will have any right against Bus to subscribe for
or to purchase, or any options for the purchase of, or any agreements providing
for the issue of any Shares or any shares or securities convertible into shares
of Bus.


 


6

















 


3.2                                 Former Subordinated
Noteholders


 


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


 


3.2.2        Each Former Subordinated
Noteholder will use the rights and powers available to it as a shareholder of
Bus to secure that neither Bus nor any of its subsidiaries at the date of this
Agreement will seek to recover any payment made to any Affiliate of Goldman
Sachs or Schoyen in connection with the Restructuring.


 


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


 


3.3           Holding AB


 


Holding AB
and, if applicable, the duly authorised attorney acting on its behalf, hereby
represents and warrants to Bus and the other Shareholders with respect to
itself and the Restructuring Shares to be acquired pursuant to this Agreement,
and not with respect to any other former or current owner of the Subordinated
Notes who is not otherwise a signatory to the Restructuring Agreement, or in
respect of any other Restructuring Shares, that it has all requisite power,
authority and, if applicable, legal capacity to execute and deliver, to perform
its obligations under and to consummate the transactions contemplated by this
Agreement. This Agreement is a valid and legally binding agreement of Holding
AB, enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganisation, insolvency, moratorium and other laws affecting
creditors’ rights generally and, as to enforceability, general equitable
principles.


 


7

















 


3.4                                 The
Managers


 


Each Manager
hereby severally, and not jointly, represents and warrants to Bus and the other
Shareholders with respect to itself and the share options which may be issued
to such Manager pursuant to the Management Incentive Plan, and not with respect
to any other Manager or any Shares that it has full power and authority to execute
and deliver, to perform its obligations under and to consummate the transactions
contemplated by this Agreement and by the Management Incentive Plan. This
Agreement is a valid and legally binding agreement of such Manager, enforceable
against such Manager in accordance with its terms, subject to applicable bankruptcy,
reorganisation, insolvency, moratorium and other laws affecting creditors’ rights
generally and, as to enforceability, general equitable principles.


 


4                                         DIRECTORS


 


4.1                                 Board of Directors


 


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


 


4.1.2        An ordinary resolution of
the General Meeting shall be required to appoint, suspend or remove directors.
Directors are elected annually at the Annual General Meeting of Shareholders of
the 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 at
its registered office, where it shall be available for inspection by
Shareholders.


 


4.2                                 Quorum; Board Action


 


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


 


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


 


4.3                                 Remuneration of
Directors and Reimbursement of Certain Expenses


 


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


 


8

















 


4.3.2        Bus shall, from time to
time upon request, promptly reimburse the directors for the reasonable
out-of-pocket expenses incurred by each of them in connection with their
attendance at meetings of the Board (including committees thereof, if any) and
any other activities undertaken by any of them in their capacity as directors
as 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 directors
set out in Clause 4.4 below and/or under the Articles of Association or the
constitutional documents of Bus’ subsidiaries.


 


4.4                                 Indemnification and
Insurance


 


4.4.1        To the extent commercially
available, Bus shall at all times maintain directors’ and officers’ liability
insurance for each director of Bus of a character usually insured by
corporations engaged in the same or similar business in the amounts customarily
insured against by such corporations.


 


4.4.2        Each director shall be
entitled 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 capacity
as Shareholder or otherwise arising out of or relating to any act or omission
by him relating to Bus.


 


5                                         VOTING


 


5.1                                 Voting
Rights


 


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


 


5.2                                 Agreement to Vote


 


Each of the
Shareholders agrees to vote, in person or by proxy, all Shares owned by such
Shareholder, at any annual or special meeting of Shareholders of Bus called for
the purpose of voting on the election of directors or by consensual action of Shareholders
without a meeting with respect to the election of directors, in favour of the
election of the directors nominated in accordance with Clause 4.1 above. Each Shareholder
shall vote the Shares owned by such Shareholder and shall take all other actions
necessary to ensure that the Articles of Association do not at any time
conflict with the provisions of this Agreement.


 


6                                         TRANSFER
OF SHARES


 


6.1                                 Restrictions on
Transfers


 


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


 


9

















 


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


 


6.1.2                        No
Shareholder shall sell, assign, pledge, encumber or otherwise transfer any Shares
to any Person (regardless of the manner in which such Shareholder initially
acquired such Shares) nor shall Bus issue, sell or otherwise transfer any
Shares to any Person (all Persons acquiring Shares from a Shareholder or from
Bus, regardless of the method of transfer, shall be referred to collectively as
“Transferees” and individually as
a “Transferee”) unless such
Transferee (including any Permitted Transferee) shall have executed and
delivered to Bus, as a condition precedent to any acquisition of Shares, a Deed
of Adherence in the form set out in Schedule 2 confirming that such Transferee takes
such Shares subject to all the terms and conditions of this Agreement, and
agrees to be bound by the terms of this Agreement.


 


6.1.3                        Any
transfer or attempted transfer of any Shares in violation of this Section 6.1
or with any other Section of this Agreement shall be null and void and of no
effect, and Bus shall not give effect to such transfer nor record such transfer
on its share register or treat any purported Transferee of such Shares as the
owner of such Shares for any purpose.


 


6.1.4                        Except
in accordance with Clause 6.1.2 hereof, no Shareholder shall grant any proxy or
enter 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 arrangements
of any kind with any Person with respect to any Shares, inconsistent with the
provisions of this Agreement (whether or not such agreements and arrangements
are with other Shareholders or holders of Shares who are not parties to this
Agreement), including but not limited to, agreements or arrangements with
respect to the acquisition, disposition or voting of Shares, nor shall any
Shareholder act, for any reason, as a member of a group or in concert with any
other Persons (other than Permitted Transferees) in connection with the
acquisition, disposition or voting of Shares in any manner which is
inconsistent with the provisions of this Agreement.


 


6.1.5                        None
of the restrictions contained in this Agreement with respect to transfers of
Shares (other than those set forth in Clause 6.1.1, 6.1.2 and 6.5) shall apply to:


 


(a)                                  any
transfer or assignment (for consideration or as a gift) by any Shareholder who
is an individual to any spouse, child or grandchild of such Shareholder, or by
any 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 no
principal beneficiaries other than the Shareholder and/or one or more of such
relatives;


 


(b)                                 any
transfer to a legal representative in the event any Shareholder becomes mentally
incompetent;


 


(c)                                  any
transfer by will or the laws of descent;


 


10

















 


(d)                                 with
respect to a Shareholder which is a corporation or partnership, any transfer by
such Shareholder to any Affiliate thereof, provided,
however, if any such Affiliate which is a Transferee ceases to be an
Affiliate of such Shareholder, such Transferee shall transfer its Shares to the
original Shareholder or a Permitted Transferee of such original Shareholder;


 


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


 


(f)                                    with
respect to any Shareholder which is a limited partnership, the partners, or a
liquidating trust for the benefit of the partners, of such Shareholder in accordance
with the provisions of the limited partnership agreement governing such
Shareholder as then in effect;


 


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


 


(h)                                 a
transfer to any Person, who, alone or in concert with other Persons, acquired an
interest in the Restructuring Shares after the Restructuring and is able to control
a majority of the votes attached to the Restructuring Shares issued to the
Shareholders pursuant to the Restructuring, on the condition that such transfer
be on the same terms and conditions as the interest that was acquired by such
Person(s);


 


(i)                                     nothing
in this Clause 6 will prevent Goldman Sachs or Schoyen from selling any Shares
in Bus following the establishment of a listing or dealing facility relating to
its Shares;


 


(j)                                     provided,
that in each of Clauses (a) to (h) each Transferee, donee, distributee or
pledgee (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 shall
include the Permitted Transferees of such Shareholder’s Permitted Transferees.


 


6.2                                 Tag-Along
Rights


 


6.2.1        Subject to clause 6.4
below, in the event that any Shareholder or any group of Shareholders acting
together or pursuant to common plan or arrangement (each a “Proposing Shareholder”) proposes, pursuant
to a single transaction or series of related transactions, to sell or otherwise
transfer (a “Disposition”) Shares
representing 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 “Proposal
Notice”) to each of the other Shareholders who hold Shares which are
the subject of such Disposition and who are either signatories to this
Agreement or the successors to those signatories and who have executed a Deed
of Adherence in the form set out in Schedule 2. Such Proposal Notice shall be
provided no later than ten (10) days prior to the proposed closing of such
Disposition, and each of such other Shareholders shall have the right (a “Tag-Along Right”) to sell 


 


11

















 


all of his
Shares to the Purchaser on the same terms and conditions as those set out in
the Proposal Notice, provided that if the Purchaser is unwilling to purchase
the total number of Shares on offer, including both the Relevant Shares and the
Shares offered by those electing to exercise their Tag-Along Right, each of
such other Shareholders shall have the right to require the Proposing
Shareholders to reduce the number of Relevant Shares to be sold by them and
have the Purchaser purchase from the Shareholders electing to exercise a
Tag-Along Right, upon the same terms and conditions applicable to the Proposing
Shareholders, that number of Relevant Shares derived by multiplying the total
number of Relevant Shares to be purchased by the electing Shareholder’s
fractional interest, rounded up to the nearest whole number.


 


6.2.2        For purposes of this
Clause 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 all
electing Shareholders and the Proposing Shareholders. Each electing Shareholder
shall give written notice of its election to the Proposing Shareholders no
later than five (5) days after its receipt of a Proposal Notice. Notwithstanding
the foregoing, no Tag-Along Right shall arise with respect to a sale of Shares
pursuant to a underwritten public offering of Shares.


 


6.2.3        If any of such other
Shareholders is not given the rights accorded him by the provisions of this
Clause 6.2, the Proposing Shareholders shall be required not to complete their
sale and Bus shall be bound to refuse to register any transfer intended to
carry such a sale into effect.


 


6.3                                 Bring-Along Right


 


6.3.1        Subject to clause 6.4
below, if one or more of the Shareholders (the “Proposing Shareholder(s)”) propose to effect a sale of not
less than a majority of the outstanding Shares (other than pursuant to an
underwritten 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 other
Shareholders to sell all their Shares to such third party upon the same terms
and conditions as the Proposing Shareholders propose to sell their Shares.


 


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


 


12

















 


6.4                                 Restriction
on Tag-Along and Bring-Along Rights


 


Notwithstanding
Clauses 6.2 and 6.3 above, Proposing Shareholders only have the benefit of a
Tag-Along Right or Bring-Along Right if the proposed transfer of Shares (a) is
to 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


 


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


 


6.6                                 Purchase and Sale
Options on Shares held by Managers


 


6.6.1        In the event that a
Manager either (i) ceases to be a director, officer or employee of Bus or any
of its subsidiaries on account of his or her death, or his or her retirement or
disability in accordance with Bus’ policy with respect thereto or (ii)
terminates his or her directorship, holding of office or employment with Bus or
any of its subsidiaries for Good Reason (as defined below) or such
directorship, holding of office or employment with Bus or any of its
subsidiaries 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 that
number 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 the
total number of such Manager Shares by the electing Shareholder’s fractional interest
(fractional interest having the
meaning set out in Clause 7.2.2 below) and if such election is timely made such
Manager and his Permitted Transferees shall be required to sell to such
Shareholder(s), in the relevant proportions, all (but not less than all) of the
Manager Shares. The purchase price of the Manager Shares purchased pursuant to
this Clause 6.6.1 shall be the Fair Market Value of such Manager Shares as at
the date on which the Manager’s directorship, holding of office or employment
is terminated.


 


6.6.2        In the event that a
Manager terminates his or her directorship, holding of office or employment
with Bus or any of its subsidiaries without Good Reason or such Manager’s
directorship, holding of office or employment with Bus or any of its
subsidiaries 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 that
number or amount of the Manager Shares derived by multiplying the total number
of such Manager Shares by the electing Shareholder’s fractional interest
(fractional interest having the meaning set out in Clause 7.2.2 below) and if
such election is timely made such Manager and


 


13

















 


his Permitted
Transferees shall be required to sell to such Shareholder(s), in the relevant
proportions, all (but not less than all) of the Manager Shares. The purchase
price 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 as
at the date on which the Manager’s directorship, holding of office or employment
is terminated and (ii) the purchase price paid by such Manager for such Manager
Shares or, if such Manager Shares were purchased pursuant to the exercise of an
option, the exercise price thereof.


 


6.6.3        If a Shareholder desires
to purchase Shares from a Manager (or his estate) and his Permitted Transferees
pursuant to Clauses 6.6.1 or 6.6.2, each electing Shareholder shall, within the
applicable period referred to in such Clauses, send written notice thereof to
such Manager (or his estate) and his Permitted Transferees (the “Call Notice”). The closing of any purchase of Manager Shares pursuant to
Clauses 6.6.1 or 6.6.2 shall take place at the principal offices of Bus no
later than the fifth Business Day following the determination of the Fair
Market Value of such Manager Shares.


 


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


 


6.6.5        For the purposes of this
Agreement, a Manager shall have Good Reason to
terminate his directorship, holding of office or employment with Bus or a subsidiary
of Bus upon (a) the assignment to the Manager, without his prior consent, of
any duties inconsistent in any material respect with such Manager’s position
(including status, offices, titles and reporting requirements), authority, duties
or responsibilities from time to time with Bus and its subsidiaries, (b) any
failure by Bus or a subsidiary of Bus to pay such Manager his then applicable
compensation (other than an isolated, immaterial and inadvertent failure not
occurring in bad faith and which is promptly remedied after the receipt of
notice of such failure and other than in connection with a reduction in
compensation applicable to all or substantially all officers and senior employees),
(c) any material reduction by Bus or a subsidiary in the benefits provided to
such Manager which reduction is not applicable to other employees of similar
status of Bus and its subsidiaries, and (d) a relocation of such Manager’s
place of employment without the prior written consent of such Manager.


 


7                                         ADDITIONAL
AGREEMENTS


 


7.1                                 Reporting to the SEC
and Provision of Financial Information to Shareholders


 


14

















 


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


 


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


 


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


 


(c)                                  all
current reports that would be required to be furnished to the SEC on Form 6-K
if Bus were required to furnish such reports.


 


7.1.2        Whether or not required by
the SEC, Bus shall file a copy of all of the information and reports referred
to in clause 7.1.1 with the SEC for public availability within the time periods
specified in the SEC’s rules and regulations (unless the SEC will not accept
such a filing).


 


7.1.3        Bus shall also entitle the
Shareholders to receive all financial information regarding the Group or any
part of it which is supplied to other shareholders or to any creditor of any
member of the Group at the same time as it is supplied to the relevant
Shareholder or creditor of Bus.


 


7.2                                 Pre-emptive Rights


 


7.2.1        In the event that Bus or
any Subsidiary of Bus proposes to sell or otherwise issue Shares or other
equity securities of Bus or any Subsidiary of Bus (collectively, “Equity Shares”), any warrants, options or
rights to acquire Equity Shares or securities convertible into or exchangeable
for Equity Shares (collectively, “Convertible
Securities”), each holder of Shares shall be given a pre-emptive
written offer open for at least 15 days to subscribe for or purchase, in
priority to any other Person, that number or amount of such new Equity Shares
or Convertible Securities derived by multiplying the total number of such
Equity Shares or Convertible Securities by the electing Shareholder’s
fractional interest, at the price and upon substantially the same terms and
conditions applicable to the Shares.


 


7.2.2        For the purpose of this
Clause 7.2. the term fractional interest means
(a) the sum of the total number of Shares then owned by the electing
Shareholder divided by (b) the sum of the total number of Shares then owned by
all the Shareholders. No such Equity Shares or Convertible Securities shall be
issued by Bus or any Subsidiary of Bus to any Person unless Bus has first offered
such Equity Shares or Convertible Securities to the Shareholders in


 


15

















 


accordance
with this Clause 7.2. This Clause 7.2 shall not apply to (i) the sale or issue
of Equity Shares or Convertible Securities pursuant to any employee share
option plan (including, without limitation, the Management Incentive Plan),
share purchase plan, employee benefit plan, employment contract or any similar
benefit or incentive programme or agreement, where the primary purpose of such
plan, programme or agreement is not to raise capital for Bus, (ii) the issue of
Equity Shares or Convertible Securities pursuant to any merger transaction
involving Bus or any Subsidiary of Bus or as direct consideration for the
acquisition by Bus or any Subsidiary of Bus of non- financial assets or another
business entity, (iii) any issue of Equity Shares pursuant to the exercise or
conversion of outstanding Convertible Securities and (iv) any issue of any
Equity Shares or Convertible Securities as “equity kickers” in connection with
the issue of any debt instrument.


 


7.3                                 Non-competition


 


Schøyen agrees
that 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 be
a Shareholder, neither it nor any of its Affiliates shall, directly or
indirectly, own an interest in, manage, operate, join, control, lend money or
render financial or other assistance to or participate in or be connected with,
as an officer, employee, partner, shareholder, consultant or otherwise, any
Person that competes with Bus. For the purposes of this Clause 7.3, a Person
shall be deemed to compete with Bus if it is engaged in, or proposes to engage
in, any line of business in which Bus or any of its subsidiaries is engaged in
either Sweden, Norway or Finland.


 


7.4                                 Effect of Management
Incentive Plan


 


Bus shall
ensure that the Management Incentive Plan dilutes all Shareholders equally.


 


7.5                                 Distributions of
Capital or Profits


 


Bus shall prevent
any distribution of capital or profits by a member of the Group except to its
100% holding company or to all holders of Restructuring Shares in proportion to
their holdings or Restructuring Shares and on identical terms.


 


8                                         MISCELLANEOUS


 


8.1                                 Amendment;
Termination


 


8.1.1                        No
variation to this Agreement shall be effective unless made in writing and signed
by the Shareholders representing 75% or more of the issued Shares.


 


8.1.2                        Subject
to Section 8.1.1 above, this Agreement terminates immediately upon the
occurrence of any of the following events from the date of this Agreement:


 


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


 


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


 


16

















 


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


 


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


 


(d)                                 with
regard to any Shareholder (in its capacity as shareholder) ceasing to be a Shareholder
in Bus, upon the date on which such Shareholder ceases to hold any Shares but
shall remain in full force and effect with regard to the remaining parties to
this Agreement and with regard to such Shareholder in any other capacity (if
appropriate).


 


8.1.3                        Termination
of this Agreement shall be without prejudice to the rights of any Shareholder
accrued prior to such termination, or under any provision which is expressly
stated not to be affected by such termination including in respect of any prior
breach of this agreement and provided further that the provisions of Clauses
6.2, 6.3, 6.4 and 7.3 shall remain in full force and effect notwithstanding a
termination of this Agreement pursuant to the foregoing.


 


8.2                                 Notices


 


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


 


(a)                                  in
the case of Bus to:


 


c/o Solna
Strandvag 78


SE – 171 Solna


Sweden


 


Telephone: +46
8 546 300 00


Facsimilie:
+46 8 546 300 55


Attention: Per
Skargard


 


With copies
to:


 


Freshfields
Bruckhaus Deringer


65 Fleet
Street


London EC4Y
1HS


United Kingdom


Telephone: +44
(0) 20 7936 4000


Facsimilie:
+44 (0) 20 7832 7001


Attention:
Peter Bloxham


 


17

















 


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


 


The Former
Subordinated Noteholders of Concordia Bus AB


c/o
Cadwalader, Wickersham & Taft LLP


265 Strand


London WC2R
1BH


Telephone: +44
(0) 20 7170 8700


Facsimile: +44
(0) 20 7170 8600


Attention:
Andrew Wilkinson, Justin Bickle


 


(c)           in
the case of Holding AB to:


 


c/o Solna
Strandväg 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 Broad
Street


London EC2M
1QS


Telephone: +44
(0) 20 7448 3000


Facsimile: +44
(0) 20 7448 3029


Attention:
Timothy Emmerson


 


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


 


8.3                                 Binding Effect;
Assignment


 


8.3.1        This Agreement supersedes
all prior negotiations, statements and agreements of the parties hereto with
respect to the subject matter of this Agreement, and shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto. If any Transferee of any Shareholder shall acquire any Shares in any
manner, whether by operation of law or otherwise, such Shares shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Shares such person shall be conclusively deemed to have agreed to be bound by
and to perform all of the terms and provisions of this Agreement, provided, however, that Shares which have
been distributed in a public offering shall no longer be subject to this
Agreement.


 


8.3.2        Except for any of the
Shareholders who may transfer their rights and obligations hereunder, no
assignment or transfer of this Agreement or of any


 


18

















 


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


 


8.4                                 No
Partnership


 


Nothing in
this Agreement shall create a partnership or establish a relationship of principal
and agent or any other fiduciary relationship between or among any of the parties.


 


8.5                                 Complete Agreement


 


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


 


8.6                                 Construction


 


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


 


8.7                                 Counterparts


 


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


 


8.7.2                        Transmission
by fax of an executed counterpart of this Agreement shall be deemed to
constitute due and sufficient delivery of such counterpart.


 


19

















 


8.8           Severability


 


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


 


8.9           Costs


 


8.9.1        Save as set out in clause
8.9.2 below, each of the parties hereto will bear its own legal, accountancy
and other costs, charges and expenses connected with the negotiation,
preparation and implementation of this Agreement and any other agreement
incidental to or referred to in this Agreement.


 


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


 


8.10         Conflict
with Articles of Association


 


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


 


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


 


8.11         Third
Party Rights


 


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


 


8.12         Governing
Law and Jurisdiction


 


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


 


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


 


20

















 


8.12.3      Each of the parties hereto
irrevocably waives any objective which it might now or hereafter have to the
courts of England being nominated as the forum to hear and determine any
Proceedings and to settle any Disputes and agrees not to claim that any such
court is not a convenient or appropriate forum.


 


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


 


(b)           Holding AB hereby agrees
that the process by which any Proceedings in England are begun may be served on
it by being delivered to Clifford Chance Secretaries Limited, who has been
appointed by Holding AB to accept on behalf of Holding AB service of any Proceedings
in England.


 


(c)           The Managers hereby
agree that the process by which any Proceedings in England are begun may be
served on them by being delivered to Clifford Chance Secretaries Limited, who
has been appointed by the Managers to accept on behalf of the Managers service
of any Proceedings in England.


 


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


 


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


 


IN
WITNESS WHEREOF, this Agreement has been signed by the
duly authorised representatives of the parties the day and year first above
written.


 


	
  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

















 


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

















 


	
  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

















 


	
  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

















 


	
  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

















 


	
  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

















 


SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE


 


The
undersigned Former Subordinated Noteholder hereby authorises this Shareholders’
Agreement Signature Page (or a photocopy hereof, which shall be valid for all
purposes) to be attached to the Shareholders’ Agreement dated as of 4 October
2005, 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

















 


SCHEDULE
1


THE
MANAGERS


 


	
  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

















 


SCHEDULE
2


FORM
OF DEED OF ADHERENCE


 


THIS DEED
OF ADHERENCE is made
the [•] day of [•] 2005 by [Name of Transferee] (the “Covenantor”) and is supplemental to the
Shareholders’ Agreement dated [•] day of [•] 2005 and made between all the
parties named in the Shareholders’ Agreement.


 


IT
IS AGREED as follows:


 


Words and
expressions defined in the Shareholders’ Agreement shall have the same meaning in
this Deed.


 


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


 


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


 


IN
WITNESS whereof we have executed and delivered this
Deed of Adherence as a deed on the date appearing at the head of this document.


 


EXECUTED
AS A DEED


 


	
  By [Name of
  Transferee]

  	
  )

  
	
  acting by

  	
  )

  
	
   

  	
  )

  



 


director


director/secretary


 


29