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Exhibit 10.20    
    





DECLARATION OF PLEDGE

Dated 22 January 2004 






granted by  


 INGENIØR M O SCHØYENS BILCENTRALER AS  


 in favour of  


 Deutsche Trustee Company Limited  


 (as Security Trustee)  








THIS DECLARATION OF PLEDGE (the "Declaration of Pledge") is granted on 22 2004 by: 


	(1)
	INGENIØR M O SCHØYENS BILCENTRALER AS, Drammensveien 155 C, 0277 Oslo, Norway, business enterprise no. NO 915
768 237 (the "Pledgor"); 



in
favour of: 


	(2)
	Deutsche
Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (acting on behalf of itself and the Secured Parties) (as the
"Security Trustee"). 




W H E R E A S  


	(A)
	This
Declaration of Pledge is granted in connection with an indenture dated 22 2004 (the "Indenture") between Concordia Bus Nordic AB (the "Issuer"), certain guarantors and Deutsche
Bank Trust Company Americas as Trustee, pursuant to which the Issuer has issued senior secured notes in the aggregate amount of € 130,000,000 (the "Notes");



	(B)
	The
Pledgor has under the Indenture issued a guarantee dated 22 January 2004 (the "Guarantee") in favour of the Security
Trustee, acing on behalf of itself and the Trustee and the Holders (collectively the "Secured Parties");



	(C)
	the
Pledgor has agreed to grant a first priority security in favour of the Security Trustee, acting on behalf of itself and the Secured Parties, over, inter alia, its trade
receivables by way of a factoring agreement (in Norwegian "Factoringpant"), its machinery and plant (in Norwegian
"driftstilbehør"), its stock-in-trade (in Norwegian "varelager") and
its motor vehicles (in Norwegian "motorvogner og anleggsmaskiner"), all in the amount of € 130,000,000, as security for its
obligations towards the Security Trustee (acting on behalf of itself and the Secured Parties) under the Guarantee; and



	(D)
	this
Declaration of Pledge is being executed and delivered by the Pledgor pursuant to the Indenture. 





NOW THEREFORE the undersigned hereby agrees: 


1.     DEFINITIONS  


	1.1
	Unless
the context otherwise requires or otherwise defined herein, terms defined in the Indenture, shall have the same meaning when used in this Declaration of Pledge. 



2.     PLEDGE  


	2.1
	As
first priority security for any and all obligations (including, but not limited to, principal, interest, commissions, costs, expenses and other derived liability) that the Pledgor
has or might incur towards the Trustee on behalf of the holders of the Notes pursuant to the Guarantee and to the Security Trustee under this Declaration of Pledge, the Pledgor hereby grants to the
Security Trustee acting on behalf of itself and the Secured Parties, first priority security over:



	(i)
	all
its trade receivables by way of a first priority factoring agreement (in Norwegian: "Avtale om factoring etter panteloven §
4-10") of even date herewith between the Pledgor and the Security Trustee, substantially in the form set out in Schedule 1 hereto;



	(ii)
	all
its machinery and plant by way of a first priority pledge of machinery and plant (in Norwegian: "Pant i driftstilbehør etter panteloven
§ 3-4, jfr § 3-6") of even date herewith in favour of the Security Trustee, substantially in the form set out in
Schedule 2 hereto;



	(iii)
	all
its inventory by way of a first priority pledge of inventory (in Norwegian: "Pant i varelager etter panteloven
§ 3-11") of even date herewith in favour of the Security Trustee, substantially in the form set out in Schedule 3 hereto;



	(iv)
	all
its motor vehicles and construction machines by way of a first priority pledge of motor vehicles and construction machines (in Norwegian: "Pant i
motorvogner og anleggsmaskiner etter  












 panteloven § 3-8") of even date herewith in favour of the Security Trustee, substantially in the form set out in Schedule 4 hereto. 





3      REPRESENTATIONS AND WARRANTIES  


        The Pledgor hereby represents and warrants to the Security Trustee that: 



	(i)
	it
is entitled to pledge its trade receivables, its machinery and plant ("driftstilbehør"), its stock-in-trade ("varelager") and its motor vehicles
("motorvogner og anleggsmaskiner") to the Security Trustee;



	(ii)
	it
has not assigned, charged, pledged, sold or otherwise encumbered its trade receivables, its machinery and plant ("driftstilbehør"), its
stock-in-trade ("varelager") and its motor vehicles ("motorvogner og anleggsmaskiner") (save by this Pledge, and a pledge in favour of Nordea Bank Norge ASA who has undertaken
to release its pledge upon repayment of a SEK 1,215,000,000 Amended and Restated Facility dated 15 February 2002, the repayment of which will be made with proceeds from the sale of the Notes). 




4.     THE NORWEGIAN FINANCIAL AGREEMENTS ACT  


	4.1
	The
Pledgor's liability under this Declaration of Pledge shall not exceed € 130,000,000 plus interest thereon and plus costs, fees and expenses as set out
in the Guarantee.



	4.2
	The
Pledgor specifically waives all rights under the provisions of the Norwegian Financial Agreements Act of 25 June 1999 no. 46 not being mandatory provisions,
including the following provisions (the main contents of the relevant provisions being as indicated in the brackets):



	(i)
	§ 62 (1) (a) (to be notified of any security the giving of which was a precondition for the issuance of the Notes,
but which has not been validly granted or has lapsed);



	(ii)
	§ 63 (1) - (2) (to be notified of any event of default under the Indenture and to be kept informed thereof);



	(iii)
	§ 63 (3) (to be notified of any extension granted to the Issuer in payment of principal and/or interest);



	(iv)
	§ 63 (4) (to be notified of the Issuer's bankruptcy proceedings or debt reorganisation proceedings and/or any application
for the latter);



	(v)
	§ 65 (3) (that the consent of the Pledgor is required for the Pledgor to be bound by amendments to the Indenture that may
be detrimental to our interest);



	(vi)
	§ 66 (1) - (2) (that the Pledgor shall be released from liabilities hereunder if security which was given, or the giving
of which was a precondition for the issuance of the Notes, is released by the Security Trustee without the consent of the Pledgor);



	(vii)
	§ 66 (3) (that the Pledgor shall be released from its liabilities hereunder if, without its consent, security the giving
of which was a precondition for the Indenture, was not validly granted);



	(viii)
	§ 67 (2) (about reduction of the Pledgor's liabilities hereunder);



	(ix)
	§ 67 (4) (that the Pledgor's liabilities hereunder shall lapse after 10 years, as the Pledgor shall remain liable
hereunder as long as any amount is outstanding under the Indenture);



	(x)
	§ 70 (as the Pledgor shall have no right of subrogation into the rights of the Security Trustee until and unless the
Holders of the Notes shall have received all amounts due or to become due to them under the Indenture);



	(xi)
	§ 71 (as the Security Trustee shall have no liability first to make demand upon or seek to enforce remedies against the
Issuer or any other security provided in respect of the Issuer's 












liabilities
under the Indenture before demanding payment under or seeking to enforce the security created hereunder); 



	(xii)
	§ 72 (as all interest and default interest due under the Indenture shall be secured hereunder);



	(xiii)
	§ 73 (1) - (2) (as all costs and expenses related to a default under the Indenture shall be secured hereunder); and



	(xiv)
	§ 74 (1) - (2) (as the Pledgor shall make no claim against the Issuer for payment until and unless the Holders of the
Notes first shall have received all amounts due or to become due to them under the Indenture).






	4.3
	Further,
without limitation to the foregoing, in particular but not limited to the following, the Pledgor hereby agrees and accepts that:



	(i)
	this
Declaration of Pledge shall remain in full force and effect until all of the Issuer's liabilities and obligations to the Security Trustee and the Holders of the Notes under the
Indenture have been fully satisfied;



	(ii)
	the
security created by this Declaration of Pledge shall not be affected in any way whatsoever by any guarantee, indemnity, suretyship or similar instrument or by any collateral or
security interest provided for the obligations of the Issuer under the Indenture. 






5      INDEMNIFICATION  



The
Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of any rights, powers
or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement or (3) on the release of any part of the Security Assets from
the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of such Secured Party. 


The
Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and
out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with: 


	(i)
	the
preparation, negotiation, execution and delivery of this Agreement;



	(ii)
	any
payment of stamp duty or stamp duty reserve tax or registration fees in respect of the pledge created hereunder or any transfer of the Security Assets pursuant hereto;



	(iii)
	any
actual or proposed amendment or waiver or consent under or in connection with this Agreement:



	(iv)
	any
discharge or release of the pledge in this Agreement; or



	(v)
	the
preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any
other right in this Agreement; 




unless
it is finally judicially determined that such liability or expense has resulted from the gross negligence or willful misconduct of the Security Trustee. 




6.     SUCCESSORS AND ASSIGNS  


6.1   Successors and assigns  



This
Pledge shall be binding upon and shall ensure to the benefit of the Pledgor and the Security Trustee and their respective successors and permitted assigns and references in this Pledge to any of
them shall be construed accordingly. 









6.2   Prior consent  



The
Pledgor shall not assign or transfer any of its rights and/or obligations under this Pledge without the prior written consent of the Security Trustee. The Security Trustee may assign and/or
transfer part or all of its rights and/or obligations hereunder simultaneously with an assignment or transfer in accordance with the terms of the Notes. In such case the Pledgor will execute such
documentation as considered necessary by the Security Trustee to effectuate such assignment and/or transfer. 




6.3   Disclosure of information  



The
Security Trustee may disclose to a potential assignee, transferee or sub-participant, such information about the Pledgor as the Security Trustee considers appropriate. 




7.     LIMITATION  



The
Pledgor's commitments as Pledgor hereunder may be limited by the applicable regulations in the Norwegian Limited Liability Companies Act No. 44, 1997 (as amended or replaced from time to
time) Chapter 8 insofar as the Pledgor's commitments hereunder would constitute improper financial assistance. 




8.     GOVERNING LAW AND JURISDICTION  



This
Declaration of Pledge shall be governed by and construed in accordance with Norwegian law. The Pledgor hereby unconditionally and irrevocably submits to the non-exclusive jurisdiction
of the Norwegian courts, the venue to be the Oslo City court. 



	 	 	For and on behalf of
 INGENIØR M O SCHØYENS BILCENTRALER AS
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name with

block letters:









 
 

SCHEDULE 1    
    


FORM
OF FACTORING AGREEMENT

(In Norwegian: "Avtale om factoring etter panteloven § 4-10") 







 
 

SCHEDULE 2    
    


FORM
OF PLEDGE OF MACHINERY AND PLANT

(In Norwegian: "Pant i driftstilbehør etter panteloven § 3-4, jfr § 3-6") 







 
 

SCHEDULE 3    
    


FORM
OF PLEDGE OF INVENTORY

(In Norwegian: "Pant i varelager etter panteloven § 3-11") 







 
 

SCHEDULE 4    
    


FORM
OF PLEDGE OF MOTOR VEHICLES AND CONSTRUCTION MACHINES

(In Norwegian: "Pant i motorvogner og anleggsmaskiner etter panteloven § 3-8") 









   
UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM

APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY 













Factoring agreement, cf

pledge act § 4-10(1)
  To be sent to

Brønnøysundregistrene

Register of Mortgaged Movable property

8910 BRØNNØYSUND

Phone: 75 00 75 00 













	

	Sender(2)
 Name/firm, address, postal code, place	 	Customer number(3)
 5717	 	Telephone

22 83 02 70
	

	 	 Bugge, Arentz-Hansen & Rasmussen

Postboks 1524 Vika

0117 Oslo





	


	Debtor	 	Personal identification number(4)/org. number(5)	 	Name/firm(6)
	 	 	915 768 237	 	Ingeniør M. O. Schøyens Bilcentraler AS
	 	 	

	 	 	Address

Drammensveien 155 C	 	Telephone

23 13 28 00
	 	 	

	 	 	Postal code

0277	 	Place

Oslo
	

	Creditor	 	Name/firm/address

Deutsche Trustee Company Limited
	 	 	

	 	 	Address

Winchester House, 1 Great Winchester Street
	 	 	

	 	 	Postal code

EC2N 2DB	 	Place

London, England
	

	Previously registered(7)	 	Journal number	 	Journal date
	

	Amount(8)	 	€ 130,000,000	 	With letters

Euro one hundered and thirty million
	

	Object of the agreement	 	The parties have entered into the following factoring agreement, cf. the pledge act § 4-10:

 

A o transfer of receivables in the business.

B o transfer for security purposes of receivables in the business.

C ý Plegde of receivables in the business.

  

The parties have entered into separate factoring agreement dated 22.01.2004 regulating the relationship between the parties.(9)
	 	 	

	 	 	The agreement includes receivables the business

 

1 o has    2 o will have in the future    3 ý Has and will have in the
future (check one box)
	 	 	

	 	 	ý The agreement relates to the entire business

 

o The agreement is limited to the following limited part of the business:
	

	 	 	Include only terms where registration is necessary for the perfection (agreements regarding priority, etc)
	

	Particular terms	 	First Priority
	






	


	Date	 	Debitor's signature
	22 January 2004	 	 
	 	 	Factoring agreement, cf the pledge act
	





1







 


	Place and date

Oslo/London, 22 January 2004
	

	Transferor's /Debtor's signature(10)	 	Repeated with printed letters
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	
	 	

	Transferee's/Pledgee's signature	 	Repeated with printed letters
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	

	Certificate of registration, etc.
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	







	1.
	Factoring agreement may only be entered into by businesses in accordance with the pledge act § 3-5. Defined as:



	a.
	Enterprises
registered in the Register of Business Enterprises



	b.
	Institutions
as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b. 






The register of mortgaged moveable property may require that a personal statement to the effect that the pledgor carries out agricultural business in accordance
with the pledge act § 3-9 be presented. Cf. regulations to the pledge act § 3. 



	2.
	The
sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.



	3.
	This
bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.



	4.
	All
11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carried out on the proprietors' name and personal identification number,
cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.



	5.
	Specify
registration number issued by Brønnøysundregistrene.



	6.
	For
businesses, organisations, etc. complete and correct name must be stated.



	7.
	Old
factoring agreements (to be re-registered) will retain the priority from the original main journal number. Original priority will thus be retained regardless the fact
that a new journal number be noted in connection with re-registration.



	8.
	The
pledge act § 1-4 will be applicable to factoring agreements. According to the pledge agreement § 1-4 it is a requirement for
perfection that the maximum amount of the pledge claim or the highest amount the pledge shall secure be stated in the pledge document.



	9.
	Agreement
solely regulating the relationship between the parties does not have to be registered.



	10.
	Transferor's/pledgor's
signature is not required in connection with re-registration of previous agreement. 


2









   
UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM

APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY 













Mortgage deed for

pledge of machinery

and plant(1)
To be sent to

Brønnøysundregistrene

Register of Mortgaged Movable property

8910 BRØNNØYSUND

Phone: 75 00 75 00 














All 4 pages of the form must be submitted, with the
signature of the debtor at the bottom of each page.



	

	Sender(2)	 	Customer number(3)	 	Name/firm
	 	 	5717	 	Bugge, Arentz-Hansen & Rasmussen
	 	 	

	 	 	Address	 	Telephone
	 	 	Postboks 1524 Vika	 	22 83 02 70
	 	 	

	 	 	Postal code	 	Place
	 	 	0117	 	Oslo
	

	Debtor	 	Personal identification number(4)/org. number(5)	 	Name/firm(6)
	 	 	915 768 237	 	Ingeniør M. O. Schøyens Bilcentraler AS
	 	 	

	 	 	Address	 	Telephone
	 	 	Drammensveien 155 C	 	23 13 28 00
	 	 	

	 	 	Postal code	 	Place
	 	 	0277	 	Oslo
	

	Declares to owe
	

	Creditor	 	 Name/firm/address

Deutsche Trustee Company Limited(*)	 	OR ORDER
	

	Amount	 	€ 130,000,000	 	With letters

Euro one hundered and thirty million
	

	Maturity/ Instalment	 	The capital (the amount) will be repaid
 In accordance with agreement dated 22 January 2004
	

	Interest	 	Interest accrues from in accordance with agreement with        % p.a.

Interest to be paid in arrears
each                                         
       and                                  
            

First time

Of matured interest, instalment or capital, interest of        % p.a. above ordinary interest to be paid
	

	To be pledged as ecurity for the payment of the capital with interest and costs:

  

A ý The pledgors machinery and plant with the contennt it from time to time includes, cf. pledge act § 3-11

  

B o The following part operationally separated from the other machinery and plant and that constitute a separate unit, with the contennt it from time to time includes
	

	Previous

registration(7)	 	Office	 	Journal number	 	Journal date
	

	Right of advancement	 	The deed has right of advancement as encumbrances with equal or higher priority are payed off, and has currently priority after:
	 	 	 	 	(If the deed shall not have the right of advancement, the following item must be completed. If not completed the deed will be considered to have the right of advancement)
	

 	
 	

o	
 	

The deed does not have the right of advancement after NOK
	






	


	Date	 	Debitor's signature
	22 January 2004	 	 
	 	 	Mortgage deed for pledge of machinery and plant
	





1







 


	
 The pledge is carried out in accordance with the pledge act of 8 February 1980 no. 2

  

The Debtor agrees to the recovery of the debt including interest and extrajudicial costs without legal proceedings in accordance with the Enforcement Act § 7-2 letter a
	


	Place and date

Oslo, 22 January 2004
	


	Debtor's signature	 	Repeated with printed letters
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	


	
I/we confirm that the poerson/persons who has signed the document is/are more than 18 years old, and has/have signed or acknowledged his/their signature(s) on this document in my/our precence. I/we
am/are sui juris.(8)
	


	1. Signature	 	Repeated with printed letters
	


	Address	 	 
	


	2. Signature	 	Repeated with printed letters
	


	Address	 	 
	


	Room for certificate of registration, remarks, etc.
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	








	(*)
	Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2 DB

England



	1.
	The
form may only be used in connection with pledges by businesses in accordance with the pledge act § 3-5. Defined as:



	a.
	Enterprises
registered in the Register of Business Enterprises



	b.
	Institutions
as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.






	2.
	The
sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.



	3.
	This
bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.



	4.
	All
11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carrieid out on the proprietors name and personal identification number,
cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.



	5.
	Specify
registration number issued by Brønnøysund registrene.



	6.
	For
businesses, organisations, etc. complete and correct name must be stated. 


2







 
	7.
	The
regulation of pledges of machinery and plant in the pledge agreement was amended bylegal amendment dated 01.06.2001, in force 01.07.2001. Pledges of stock in trade registered in
the land register prior to the entry into force of this amendment, must be registered in the Register of Mortgaged Movable property within one year after the entry into force. Old pledges registered
within the expiry of the deadline will be considered to be perfected and rank in accordance with the previous regulation. The time of the original registration must therefore be stated in connection
with the re-registration.



	8.
	Confirmation
can be given by two sui huris persons or by Norwegian judge (hereunder members of conciliation board, deputy judges and land conslilation jucdge), police sergeant or
deputy police sergeant, enforcement officer or deputy enforcement officer approved by the enforcement court, attorney at law or authorised assistant attorney at law, state authorised or chartered
accountant, authorised real estate agent, holder of debt collection licence employed with a debt collector or Norwegian or foreign notary public. 




	


	Date	 	Debtor's signature
	22 January 2004	 	 
	 	 	Mortgage deed for pledge of machinery and plant
	





3









   
UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM

APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY 














Mortgage deed for

pledge of motor

vehicles(1)
To be sent to

Brønnøysundregistrene

Register of Mortgaged Movable property

8910 BRØNNØYSUND

Phone: 75 00 75 00 















All 4 pages of the form must be submitted, with the
signature of the debtor at the bottom of each page.



	

	Sender(2)	 	Customer number(3)	 	Name/firm
	 	 	5717	 	Bugge, Arentz-Hansen & Rasmussen
	 	 	

	 	 	Address	 	Telephone
	 	 	Postboks 1524 Vika	 	22 83 02 70
	 	 	

	 	 	Postal code	 	Place
	 	 	0117	 	Oslo
	

	Debtor	 	Personal identification number(4)/org. number(5)	 	Name/firm(6)
	 	 	915 768 237	 	Ingeniør M. O. Schøyens Bilcentraler AS
	 	 	

	 	 	Address	 	Telephone
	 	 	Drammensveien 155 C	 	23 13 28 00
	 	 	

	 	 	Postal code	 	Place
	 	 	0277	 	Oslo
	

	Declares to owe
	

	Creditor	 	 Name/firm/address

Deutsche Trustee Company Limited(*)	 	OR ORDER
	

	Amount	 	€ 130,000,000	 	With letters

Euro one hundered and thirty million
	

	Maturity/ Instalment	 	The capital (the amount) will be repaid
 In accordance with agreement dated 22 January 2004
	

	Interest	 	Interest accrues from in accordance with agreement with        % p.a.

Interest to be paid in arrears
each                                         
       and                                  
            

First time

Of matured interest, instalment or capital, interest of        % p.a. above ordinary interest to be paid
	

	To be pledged as ecurity for the payment of the capital with interest and costs:

  

A ý All of the pledgors' motor vehicles(7). If the pledgor is a contractor the pledge includes all of the contractors motor vehicles and moveable construction machines(7), as they are
from time to time, cf. the pledge act § 3-8.

  

B o All of the pledgors' motor vehicles(7). If the pledgor is a contractor the pledge includes all of the contractors motor vehicles and moveable construction machines(7), as they are
from time to time, cf. the pledge act § 3-8. The pledge relates to the following operationally separated part of the business.

  

C o The following motor vehicle(s)7/ moveable construction machine(s)(7).
	

	Right of advancement	 	The deed has right of advancement as encumbrances with equal or higher priority are payed off, and has currently priority after:
	

 	
 	

 	
 	

(If the deed shall not have the right of advancement, the following item must be completed. If not completed the deed will be considered to have the right of advancement)
	

 	
 	

o	
 	

The deed does not have the right of advancement after NOK
	






	


	Date	 	Debitor's signature
	22 January 2004	 	 
	 	 	Mortgage deed for pledge of motor vehicles
	





1







 


	
 The pledge is carried out in accordance with the pledge act of 8 February 1980 no. 2

  

The Debtor agrees to the recovery of the debt including interest and extrajudicial costs without legal proceedings in accordance with the Enforcement Act § 7-2 letter a
	


	Place and date

Oslo, 22 January 2004
	


	Debtor's signature	 	Repeated with printed letters
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	


	
I/we confirm that the poerson/persons who has signed the document is/are more than 18 years old, and has/have signed or acknowledged his/their signature(s) on this document in my/our precence. I/we
am/are sui juris.(8)
	


	1. Signature	 	Repeated with printed letters
	


	Address	 	 
	


	2. Signature	 	Repeated with printed letters
	


	Address	 	 
	


	Room for certificate of registration, remarks, etc.
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	








	(*)
	Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2 DB

England




	1.
	The
form may only be used in connection with pledges by businesses in accordance with the pledge act § 3-5. Defined as:



	a.
	Enterprises
registered in the Register of Business Enterprises



	b.
	Institutions
as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.






	2.
	The
sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.



	3.
	This
bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.



	4.
	All
11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carrieid out on the proprietors name and personal identification number,
cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.



	5.
	Specify
registration number issued by Brønnøysund registrene.



	6.
	For
businesses, organisations, etc. complete and correct name must be stated.



	7.
	According
to the pledge act § 3-8 motor vehicles are defined as vehicles that are motorised, cf. the road traffic act §2 subsection 2 and the
vehicle regulations § 124. Trailors subject to registration are regarded as motor vehicles, cf. the road traffic act § 15 subsection 1. 



Unregistered motor vehicle or construction machine shall be identified with factory mark, year, chassis number or other identification number. 



2







 

According to the pledge act § 3-8 railway materiel is defined as materiel used or designated for use by suburban railway, subway or tram. 


Individual pledges of railway materiel shall identify the materiel with factory mark, year, chassis number or other identification number. 



	8.
	Confirmation
can be given by two sui huris persons or by Norwegian judge (hereunder members of conciliation board, deputy judges and land conslilation jucdge), police sergeant or
deputy police sergeant, enforcement officer or deputy enforcement officer approved by the enforcement court, attorney at law or authorised assistant attorney at law, state authorised or chartered
accountant, authorised real estate agent, holder of debt collection licence employed with a debt collector or Norwegian or foreign notary public. 




	


	Date	 	Debtor's signature
	22 January 2004	 	 
	 	 	Mortgage deed for pledge of motor vehicles
	





3









   
UNOFFICIAL OFFICE TRANSLATION OF THE NORWEGIAN LANGAUGE FORM

APPROVED BY THE REGISTER OF MORTGAGED MOVEABLE PROPERTY 














Mortgage deed for

pledge of stock in

trade(1)

To be sent to

Brønnøysundregistrene

Register of Mortgaged Movable property

8910 BRØNNØYSUND

Phone: 75 00 75 00  















All 4 pages of the form must be submitted, with the signature of the
debtor at the bottom of each page.



	

	Sender(2)	 	Customer number(3)	 	Name/firm
	 	 	5717	 	Bugge, Arentz-Hansen & Rasmussen
	 	 	

	 	 	Address	 	Telephone
	 	 	Postboks 1524 Vika	 	22 83 02 70
	 	 	

	 	 	Postal code	 	Place
	 	 	0117	 	Oslo
	

	Debtor	 	Personal identification number(4)/org. number(5)	 	Name/firm(6)
	 	 	915 768 237	 	Ingeniør M. O. Schøyens Bilcentraler AS
	 	 	

	 	 	Address	 	Telephone
	 	 	Drammensveien 155 C	 	23 13 28 00
	 	 	

	 	 	Postal code	 	Place
	 	 	0277	 	Oslo
	

	Declares to owe
	

	Creditor	 	 Name/firm/address

Deutsche Trustee Company Limited(*)	 	OR ORDER
	

	Amount	 	€ 130,000,000	 	With letters

Euro one hundered and thirty million
	

	Maturity/ Instalment	 	The capital (the amount) will be repaid
 In accordance with agreement dated 22 January 2004
	

	Interest	 	Interest accrues from in accordance with agreement with        % p.a.

Interest to be paid in arrears
each                                         
       and                                  
            

First time

Of matured interest, instalment or capital, interest of        % p.a. above ordinary interest to be paid
	

	To be pledged as ecurity for the payment of the capital with interest and costs:

  

A ý The pledgors stock in trade with the contennt it from time to time includes, cf. pledge act § 3-11

  

B o The following part operationally separated from the other stock in trade and that constitute a separate unit, with the contennt it from time to time includes
	

	Right of advancement	 	The deed has right of advancement as encumbrances with equal or higher priority are payed off, and has currently priority after:
	

 	
 	

 	
 	

(If the deed shall not have the right of advancement, the following item must be completed. If not completed the deed will be considered to have the right of advancement)
	

 	
 	

o	
 	

The deed does not have the right of advancement after NOK
	






	


	Date	 	Debitor's signature
	22 January 2004	 	 
	 	 	Mortgage deed for pledge of stock in trade 
	





1







 


	
 The pledge is carried out in accordance with the pledge act of 8 February 1980 no. 2

  

The Debtor agrees to the recovery of the debt including interest and extrajudicial costs without legal proceedings in accordance with the Enforcement Act § 7-2 letter a
	


	Place and date

Oslo, 22 January 2004
	


	Debtor's signature	 	Repeated with printed letters
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	


	
I/we confirm that the poerson/persons who has signed the document is/are more than 18 years old, and has/have signed or acknowledged his/their signature(s) on this document in my/our precence. I/we
am/are sui juris.(7)
	


	1. Signature	 	Repeated with printed letters
	


	Address	 	 
	


	2. Signature	 	Repeated with printed letters
	


	Address	 	 
	


	Room for certificate of registration, remarks, etc.
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	    	 	 
	








	(*)
	Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2 DB

England



	1.
	The
form may only be used in connection with pledges by businesses in accordance with the pledge act § 3-5. Defined as:



	a.
	Enterprises
registered in the Register of Business Enterprises



	b.
	Institutions
as mentioned in the pledge act § 3-5, cf regulations to the pledge act § 1 b.






	2.
	The
sender will be charged a registrationfee for, and will receive the document afeter completion of the registration. The fee is payable in arrears by giro.



	3.
	This
bracket must be completed if the sender has been issued a customer number with the Register of Mortgaged Movable property.



	4.
	All
11 digits must be stated if the debtor is a physical person. Registration on sole proproetorships shall be carrieid out on the proprietors name and personal identification number,
cf. registration regulations § 4 subsection 2. Otherwise registration will be refused.



	5.
	Specify
registration number issued by Brønnøysund registrene.



	6.
	For
businesses, organisations, etc. complete and correct name must be stated.



	7.
	Confirmation
can be given by two sui huris persons or by Norwegian judge (hereunder members of conciliation board, deputy judges and land conslilation jucdge), police sergeant or
deputy police sergeant, enforcement officer or deputy enforcement officer approved by the enforcement court, attorney at law or authorised assistant attorney at law, state authorised or chartered
accountant, authorised real estate agent, holder of debt collection licence employed with a debt collector or Norwegian or foreign notary public. 




	


	Date	 	Debitor's signature
	22 January 2004	 	 
	 	 	Mortgage deed for pledge of stock in trade 
	





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