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Exhibit 4.1    
    


        INDENTURE, dated January 22, 2004 between Concordia Bus Nordic AB (publ), a public limited liability company organized under the laws of Sweden (the
"Company"), having its principal executive office at Solna Strandväg 78, SE-171 54 Solna, Sweden, the companies listed as
initial guarantors on the signature page hereto, and Deutsche Bank Trust Company Americas (the "Trustee"), a banking corporation organized under the
laws of the State of New York, having its principal office at 60 Wall Street, New York, NY 10005. 


RECITALS  


	A.
	The
Company has duly authorized the creation of an issue of its €130,000,000 9.125% Senior Secured Notes due August 1, 2009 (the
"Notes" and each a "Note"), and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture. The Notes may consist of either or both of Original Notes or Exchange Notes, each as defined below. The Original Notes and the Exchange Notes shall rank  pari passu with each
other.



	B.
	All
things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and
the Guarantees the valid obligations of the initial guarantors, and to make this Indenture a valid agreement of the Company and the initial guarantors party thereto, in accordance with their and its
terms, have been done. 





NOW, THEREFORE, THIS INDENTURE WITNESSETH:  


        For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows: 


ARTICLE ONE  


 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  


101. Definitions  


        For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 


	(1)
	the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;



	(2)
	all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;



	(3)
	all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (whether or not such is indicated herein), and, except as otherwise herein
expressly provided, GAAP with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in Sweden at the date of such computation;



	(4)
	unless
otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a consolidated basis in accordance with generally accepted
accounting principles but shall not include the accounts of Unrestricted Subsidiaries;



	(5)
	the
words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;



	(6)
	mentioning
anything after "include", "includes" or "including" does not limit what else might be included, and the use of "or" is not exclusive; 







 
	(7)
	references
herein to Sections or Annexes are references to Sections of or Annexes to this Indenture;



	(8)
	all
references in this Indenture or the Notes to "interest" on a Note shall, unless the context otherwise requires, be deemed to include any Special Interest, if any, and Additional
Amounts, if any, thereon;



	(9)
	all
references in this Indenture to an Authorized Signatory shall (i) if there is no such person, be deemed to include its reasonable equivalent; and (ii) if such person
is required to sign for the Company jointly with another Authorized Signatory, be deemed to refer to, collectively, such person and such other Authorized Signatory which is so required to sign jointly
with such person.; and



	(10)
	whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following Trust
Indenture Act terms used in this Indenture have the following meanings: 



"Commission" means the Commission as defined herein; 


"indenture securities" means the Notes; 


"indenture security holder" means a Holder; 


"indenture to be qualified" means this Indenture; 


"indenture trustee" or "institutional trustee" means the Trustee; and 



"obligor" on the indenture securities means the Company, the Guarantors, or any other obligor (including any other guarantor) in respect of the Notes.
All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act by reference to another statute or defined by Commission rule
and not otherwise defined herein have the meanings assigned to them therein. 




        "Act", when used with respect to any Holder, has the meaning specified in Section 104. 



        "Acquired Debt" means, with respect to any specified Person: 


	(1)
	Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and



	(2)
	Indebtedness
assumed, or secured by a Lien encumbering any asset acquired, by such specified Person. 



        "Additional Amounts" has the meaning specified in Section 1018. 



        "Additional Notes" means Notes of the same series issued from time to time after the Issue Date under the terms of this Indenture, subject
to prior authorization by a Board Resolution (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304,
305, 306, 906 or 1108), subject to compliance with the provisions of Section 1008 and Section 303 hereunder. 


        "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and
"under common control with" have correlative meanings. 


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        "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the
rules and procedures of any depository for such Note, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. 


        "Asset Sale" means: 


	(1)
	the
sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory (other than buses) in the ordinary course of business consistent with past
practices; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by Article Eight and Section 1015 and not by Section 1014; and



	(2)
	the
issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries. 



        Notwithstanding
the preceding, the following items will not be deemed to be Asset Sales: 


	(1)
	any
single transaction or series of related transactions (other than sales of buses) that (a) involves assets having a fair market value of less than SEK 8,000,000 or
(b) results in net proceeds to the Company and its Restricted Subsidiaries of less than SEK 8,000,000, and in each case which when aggregated with the Net Proceeds of all other such disposals
does not exceed SEK 25,000,000;



	(2)
	a
transfer of assets between or among the Company and its Wholly Owned Restricted Subsidiaries that are Subsidiary Guarantors, provided that Swebus AB and Swebus Busco AB shall not
transfer any assets other than to the Company;



	(3)
	an
issuance of Equity Interests by a Wholly Owned Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary of the Company, and



	(4)
	sales
of property or equipment that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company and its
Restricted Subsidiaries (including, without limitation, buses that the Company has determined in good faith will not meet applicable public transportation authority requirements, which, if met, would
permit such buses to be a part of the fleet utilized in local public transportation contracts), provided that any dispositions made pursuant to this parenthetical are made for fair market value (as
determined in good faith by the Company's board of directors or the chief financial officer of the Company), and provided further that clause (3) of the first paragraph of Section 1014
is complied with). 



        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with
GAAP. 


        "Authenticating Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Notes. 



        "Authorized Signatory" means a person registered with the Swedish Patent and Registration Office (SW. Patent-och
Registreringsverket) as authorized to sign for the Company, individually or jointly. 


        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have
beneficial ownership of all securities that such "person" has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. 


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        "Board Resolution" with respect to a company means a copy of a resolution certified by a Managing Director or Authorized Signatory of such
company to have been duly adopted by the board of directors of such company and to be in full force and effect on the date of such certification. 



        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the cities
of New York, London or Stockholm are authorized or obligated by law or executive order to close. 


        "Calculation Date" has the meaning specified in the definition of Disqualified Share Capital. 


        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 


        "Cash Equivalents" means: 


	(1)
	Swedish
Kronor, euro and US dollars;



	(2)
	debt
securities issued or directly and fully guaranteed or insured by the government of Sweden, the United States of America or the United Kingdom or any agency or instrumentality
thereof (provided that the full faith and credit of Sweden, the United States of America or the United Kingdom, respectively, is pledged in support thereof) having maturities of not more than six
months from the date of acquisition;



	(3)
	certificates
of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case, having a rating of at least P-1 from Moody's and A-1 from S&P;



	(4)
	repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any
financial institution authorized to operate in Sweden under Swedish banking laws whose long term unsecured, unsubordinated debt rating is at least Aa3 by Moody's or AA- by S&P;



	(5)
	commercial
paper having the highest rating obtainable from Moody's or S&P and in each case maturing within six months after the date of acquisition; and



	(6)
	money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. 



        "Certificated Note" means any Note substantially in the form set forth in Sections 203 and 204 hereof issued in accordance with
Section 305. 


        "Change of Control" means the occurrence of any of the following: 


	(1)
	the
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder;



	(2)
	the
approval by the holders of Share Capital of any Parent Company or the Company of any plan or proposal for the liquidation or dissolution of such Parent Company or the Company, as
applicable (whether or not otherwise in compliance with the provisions of this Indenture);



	(3)
	before
the Public Equity Offering, the Permitted Holders hold less than 51% of the aggregate ordinary voting power represented by the issued and outstanding Share Capital of any
Parent Company or the Company;



	(4)
	after
the Public Equity Offering, any Person or group (other than the Permitted Holders) becomes the Beneficial Owner, directly or indirectly, of shares representing more than 35% of
the aggregate 


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ordinary
voting power represented by the issued and outstanding Share Capital of any Parent Company or the Company and the ownership of such Person or group in such entity shall exceed that of the
Permitted Holders collectively; 



	(5)
	the
first day on which a majority of the members of the board of directors of the Company are not Continuing Directors of the Company or the first day on which a majority of the
members of the board of directors of any Parent Company are not Continuing Directors of such Parent Company; or



	(6)
	the
Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in
which any of the outstanding Voting Shares of the Company are converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Shares of the Company
outstanding immediately prior to such transaction are converted into or exchanged for Voting Shares (other than Disqualified Share Capital) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Shares of such surviving or transferee Person immediately after giving effect to such issuance. 




        "Clearstream" means Clearstream Banking, société anonyme. 


        "Collateral" means all collateral securing, or purported to be securing, directly or indirectly, the Notes, the Note Guarantees or the
obligations to the Trustee and the Security Trustee pursuant to the Security Documents. 


        "Commission" means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 


        "Company" means Concordia Bus Nordic AB (publ) until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture and thereafter "Company" shall mean such successor Person. 


        "Company Order" means a written request signed in the name of the Company by its Chief Executive Officer, its Managing Director or a
Director, and by its Director of Finance, its Company Secretary or an Assistant Company Secretary, or any equivalent thereof, and delivered to the Trustee. 


        "Concordia Bus BV" means Concordia Bus BV, a company organized under the laws of the Netherlands. 


        "Concordia Bus Nordic AB" means Concordia Bus Nordic AB (publ), a public limited liability company organized under the laws of Sweden. 


        "Consolidated Cashflow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: 


	(1)
	plus an amount equal to any non-recurring loss plus any net loss realized
in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income, and minus an amount equal to any
extraordinary gain and minus any net gain realized in connection with an Asset Sale, to the extent such gains were included in computing such
Consolidated Net Income;



	(2)
	plus charges classified and reflected as non-recurring on the Issue Date and for any other such period, in each case, on
the Company's consolidated financial statements prepared in accordance with GAAP; 


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	(3)
	plus provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period (other than income
or profits taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business), to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income;



	(4)
	plus consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether
or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income;



	(5)
	plus depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;



	(6)
	minus non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the
ordinary course of business; 



in
each case, on a consolidated basis and determined in accordance with GAAP. 


        Notwithstanding
the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted
Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its shareholders. 


        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 


	(1)
	the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the
amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Subsidiary thereof;



	(2)
	the
Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that
Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;



	(3)
	the
Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; 


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	(4)
	the
Net Income (but not loss) of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;



	(5)
	the
cumulative effect of a change in accounting principles will be excluded;



	(6)
	any
restoration to income of any contingency reserve of an extraordinary, non-recurring or unusual nature will be excluded, except to the extent that provision for such
reserve was made out of Consolidated Net Income accrued in any period for which Consolidated Net Income is required to be calculated for purposes of this Indenture; and



	(7)
	for
purposes of the "Restricted Payments" covenant, in the case of a successor to the specified Person by consolidation or merger or as a transferee of the specified Person's assets,
any earnings of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded. 



        "Consolidated Net Worth" means, with respect to any Person as of any date, the sum of: 


	(1)
	the
consolidated equity of the common shareholders of such Person and its consolidated Subsidiaries as of such date; plus



	(2)
	the
respective amounts reported on such Person's balance sheet as of such date with respect to any series of Preferred Shares (other than Disqualified Share Capital) that by its terms
is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of
any cash received by such Person upon issuance of such Preferred Shares. 



        "Continuing Directors" means, with respect to a company, as of any date of determination, any member of the board of directors of such
company who: 


	(1)
	was
a member of such board of directors on the Issue Date; or



	(2)
	was
nominated for election or elected to such board of directors with the approval of a majority or, in the event such nomination or election is statutorily by action of the
shareholders of or corporate assembly with respect to such company, with the concurrence of a majority, of the Continuing Directors who were members of such board of directors at the time of such
nomination or election. 



        "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005, Attention: Corporate Trust and Agency Services (telephone 1 212
250 2157, fax 1 212 797 8614) or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company). 


        "covenant defeasance" has the meaning specified in Section 1303. 



        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 


        "defeasance" has the meaning specified in Section 1302. 


        "Disposed" means, in respect of an entity, the sale or disposal of such entity (whether by merger, consolidation, the sale of its Share
Capital or the sale of all or substantially all of its assets (other than by way of lease)), or the sale or disposal of any intermediary entity through which the Company indirectly owns such entity,
to any Person. 


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        "Disqualified Share Capital" means any Share Capital that, by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is six months after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Share Capital that would constitute Disqualified Share Capital solely because the holders thereof have the right to require the Company to repurchase such Share Capital upon the
occurrence of a change of control or an asset sale will not constitute Disqualified Share Capital if the terms of such Share Capital provide that the Company may not repurchase or redeem any such
Share Capital pursuant to such provisions unless such repurchase or redemption complies with Section 1009. 


        "Distribution Compliance Period" means the period of 41 consecutive days beginning on and including the later of (i) the day on
which Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of
Notes pursuant to the Purchase Agreement occurs. 


        "Equity Interests" means Share Capital and all warrants, options or other rights to purchase or acquire Share Capital (but excluding any
debt security that is convertible into, or exchangeable for, Share Capital). 


        "Euro", "euro" and "€" means the single currency introduced at the start
of the third stage of economic and monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union. 


        "Euroclear" means The Euroclear System. 


        "Event of Default" has the meaning specified in Section 501. 


        "Exchange Act" means the United States Securities Exchange Act of 1934 (or any successor statute), as amended from time to time, and the
rules and regulations thereunder. 


        "Exchange Note" means any note issued by the Company (i) pursuant to the Exchange Offer, (ii) upon the registration of
transfer of a Note registered for resale on a Resale Registration Statement or (iii) upon the transfer of, or in exchange for, Notes which are Exchange Notes. 


        "Exchange Offer" has the meaning specified in the form of the face of either the Global Note set forth in Section 202 or the
Certificated Note set forth in Section 203. 


        "Expiration Date" has the meaning specified in the definition of "Offer to Purchase". 


        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: 


	(1)
	the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital
Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and
net payments, if any, pursuant to Hedging Obligations; plus



	(2)
	the
consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


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	(3)
	any
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus



	(4)
	the
product of (a) all payments (whether by way of dividends, distributions or advances, and whether or not in cash), (i) in respect of the Parent Notes, other than
interest in respect of the Subordinated Shareholder Loan and (ii) on any series of Preference Shares of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity
Interests payable solely in Equity Interests of the Company (other Disqualified Share Capital) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator
of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP. 



        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems Preferred Shares subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation
Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such
issuance or redemption of Preferred Shares, as if the same had occurred at the beginning of the applicable four-quarter reference period. 


        In
addition, for purposes of calculating the Fixed Charge Coverage Ratio: 


	(1)
	acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be deemed to have occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated without giving effect to clause (3) of the proviso set forth in the
definition of Consolidated Net Income;



	(2)
	the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will
be excluded; and



	(3)
	the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be
excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation
Date. 


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        "GAAP" means accounting principles and practices which are (i) generally accepted in Sweden as of the Issue Date and
(ii) consistent with the accounting principles applied by the Company, and any variation to such accounting principles and practices which is not material. 



        "Global Note" means a Note evidencing all or a part of all the Notes substantially in the form set forth in Sections 202 and 204 hereof. 


        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. 


        "Guarantor" means the initial Guarantors named herein and any Subsidiary which is a guarantor of the Notes, including any Person that is
required after the date of this Indenture to execute a guarantee of the Notes pursuant to Section 1017 until a guarantor is released in accordance with the terms of this Indenture or until a
successor replaces such party pursuant to the applicable provisions of this Indenture (and, in the case of such a replacement, shall mean such successor), in each case to the extent the Note Guarantee
issued by such Guarantor is a valid and subsisting Guarantee. 


        "Guarantor Intercompany Loans" means the loan from Swebus AB to the Company evidenced by the promissory note dated 22 January, 2004 issued
by Swebus AB and payable to the Company in the principal amount of €21,826,913 and the loan from Swebus Busco AB to the Company evidenced by the promissory note dated 22 January, 2004
issued by Swebus Busco AB and payable to the Company in the principal amount of €87,307,650. 


        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under: 


	(1)
	any
arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating
or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount
interest rate swap, cap, floors, and collar agreements; and



	(2)
	any
foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in
currency values. 



        "Holder" means, with respect to a Note, the Person in whose name such Note is registered in the Note Register. 



        "Holding" means Concordia Bus Nordic Holding AB. 


        "Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, Guarantee or otherwise become directly or indirectly liable in respect of such Indebtedness or other obligation including by acquisition of Subsidiaries or the recording, as
required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing). 


        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, 


	(1)
	in
respect of borrowed money;



	(2)
	evidenced
by bonds, notes, debentures or similar instruments or letters of credit or bank guarantees (or reimbursement agreements in respect thereof);



	(3)
	in
respect of banker's acceptances; 


10







 
	(4)
	representing
Capital Lease Obligations or Attributable Indebtedness with respect to Sale and Leaseback transactions;



	(5)
	representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or



	(6)
	representing
any Hedging Obligations; 



if
and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of any other Person secured by a Lien on any asset or property of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person. 


        The
amount of any Indebtedness outstanding as of any date will be: 


	(1)
	the
accreted value thereof, in the case of any Indebtedness issued with original issue discount; or



	(2)
	the
principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. 



        For
the avoidance of doubt, Indebtedness will not include amounts owed under operating leases that would not be Attributable Debt. 


        "Indenture" means this instrument as originally executed or as it may from time to time be amended or supplemented by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof. 


        "Indirect Parent" means Concordia Bus AB (publ). 


        "Initial Purchasers" means Goldman Sachs International and J.P. Morgan Securities, Ltd. 



        "Initial Regulation S Notes" means the Notes sold by the Initial Purchasers in the initial offering contemplated by the Purchase
Agreement in reliance on Regulation S. 


        "Insolvency Law" means any law applicable to the insolvency of a Person or the relief of debtors generally and, with respect to a Swedish
company, means in particular the Bankruptcy Act (Sw. Konkurslagen (1987:672) and the Business Reorganization Act (Sw. lag (1996:764) om företagsrekonstruktion), in each case as amended
from time to time, and any successor thereto. 


        "Interest Payment Date" means the Stated Maturity of an instalment of interest on the Notes. 


        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of
direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any
direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company
will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an
amount determined as provided in Section 1009. 


        "Issue Date" means January 22, 2004, the date of original issuance of the Notes initially issued under this Indenture. 


11







 



        "Joint Venture" means, with respect to any Person, any corporation, association, partnership or other business entity of which 50% of the
total Voting Shares thereof is owned or controlled, directly or indirectly, by such Person or one or more Wholly Owned Restricted Subsidiaries of such Person (or a combination thereof). 


        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, assignment or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,
and any option or other agreement to sell or give a security interest. 


        "Management Services Agreement" means that agreement dated as of January 14, 2000 among Concordia Bus BV, Concordia Bus Management
AS and SBC. 


        "Maturity", when used with respect to any Note, means the date on which the principal of such Note becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 



        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof. 


        "Net Income" means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in
accordance with GAAP and before any reduction in respect of preferred share dividends, excluding, however: 


	(1)
	any
gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and



	(2)
	any
extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). 



        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset
Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale paid in
cash, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result
thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness secured by
a Lien on the asset or assets that were the subject of such Asset Sale. 


        "Non-Recourse Debt" means Indebtedness: 


	(1)
	as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;



	(2)
	no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse
of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity; and



	(3)
	as
to which the lenders have been notified in writing that they will not have any recourse to the shares or assets of the Company or any of its Restricted Subsidiaries. 


12







 

        "Note Guarantee" means a guarantee in favor of the Notes given by a Guarantor pursuant to this Indenture. 



        "Note Register" and "Note Registrar" have the respective meanings specified in
Section 305. 


        "Notes" has the meaning specified in the first paragraph of the Recitals. 


        "Obligations" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness. 


        "Offer" has the meaning specified in the definition of Offer to Purchase. 


        "Offer to Purchase" means a written offer (the "Offer") sent by the Company to each Holder
in accordance with Section 106 on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as
determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date")
of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of such Offer and a settlement
date (the "Purchase Date") for purchase of Notes within five Business Days after the Expiration Date. The Company shall notify the Trustee in writing at
least 15 Business Days (or such shorter period as is acceptable to the Trustee) before the mailing of the Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed
by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain information concerning the business of the Company and its
Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase (which at a minimum will include (i) the most
recent annual and semi-annual financial statements and "Operating and Financial Review and Prospects" or "Management's Discussion and Analysis of Financial Condition and Results of
Operations", as the case may be, contained in the documents required to be filed with the Trustee pursuant to Section 1019 (which requirements may be satisfied by delivery of such documents
together with the Offer), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such financial statements referred to in
Clause (i) (including a description of the events requiring the Company to make the Offer to Purchase), (iii) if applicable, appropriate pro forma financial information concerning the
Offer to Purchase and the events requiring the Company to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein. The Offer shall contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer to Purchase may include an offer to purchase, on a pro rata basis, other
debt of the Company that is pari passu with the Notes. The Offer shall also state: 


	(1)
	the
Section of this Indenture pursuant to which the Offer to Purchase is being made;



	(2)
	the
Expiration Date and the Purchase Date;



	(3)
	the
aggregate principal amount of the Outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which
such amount has been determined pursuant to the Section hereof requiring the Offer to Purchase) (the "Purchase Amount");



	(4)
	the
purchase price to be paid by the Company for each €1,000 aggregate principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the
"Purchase Price");



	(5)
	that
the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of
€1,000 principal amount; 


13







 
	(6)
	the
place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;



	(7)
	that
interest on any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue;



	(8)
	that
on the Purchase Date the Purchase Price will become due and payable upon each Note being accepted for payment pursuant to the Offer to Purchase and that interest thereon shall
cease to accrue on and after the Purchase Date;



	(9)
	that
each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note at the place or places specified in the Offer before the close of
business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);



	(10)
	that
Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its Paying Agent) receives, not later than the close of business on the Expiration
Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder tendered, the certificate number of the Note the Holder
tendered and a statement that such Holder is withdrawing all or a portion of his tender;



	(11)
	that
(a) if Notes in an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company
shall purchase all such Notes and (b) if Notes in an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company
shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of
€1,000 or integral multiples thereof shall be purchased); and



	(12)
	that
in case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service
charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered. 



        Any
Offer to Purchase shall be governed by and effected in accordance with the Offer for such Offer to Purchase. 



        "Officer's Certificate" means, with respect to any Person, a certificate signed by an Authorized Signatory of such Person. 


        "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company, which shall be delivered to the Trustee. 


        "Original Notes" means the Notes that are not Exchange Notes or Additional Notes. 



        "Outstanding", when used with respect to Notes, means, as of the date of determination, all Notes previously authenticated and delivered
under this Indenture, except: 


	(1)
	Notes
previously cancelled by the Trustee or any Paying Agent or delivered to the Trustee or any Paying Agent for cancellation;



	(2)
	Notes
for whose payment or redemption money in the necessary amount has been previously deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes;  provided that, if such Notes are
to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and



	(3)
	Notes
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other
than any such 


14







 

Notes
in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of
the Company; 




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. 


        "Parent Companies" means Concordia Bus BV, Concordia Bus Holding AB (formerly known as CB Bus Nordic AB), Concordia Bus AB and Holding. 


        "Parent Notes" means the 11% Senior Subordinated Notes due February 15, 2010, issued by Concordia Bus AB. 



        "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf
of the Company. 


        "Permitted Business" means the business of providing public transportation services in the Nordic Region and Europe (including the Baltic
States) and businesses ancillary or reasonably related or similar thereto. 


        "Permitted Debt" has the meaning specified in Section 1008. 



        "Permitted Holders" means, individually and collectively, (a) Goldman Sachs International and its Affiliates and (b) SG and
its Affiliates. 


        "Permitted Investments" means: 


	(1)
	any
Investment in the Company by any Restricted Subsidiary of the Company, provided that any Indebtedness evidencing such Investment is
unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and this Indenture;



	(2)
	any
Investment by the Company or any Restricted Subsidiary of the Company in a Person, if (a) such Person is or, as a result of such Investment becomes, a Qualifying Restricted
Subsidiary of the Company; or (b) as a result of such Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the Company or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the Company;



	(3)
	any
Investment made as a result of the receipt of non-Cash Equivalent consideration from an Asset Sale that was made pursuant to and in compliance with Section 1014
in this Indenture;



	(4)
	any
Investment in Cash Equivalents;



	(5)
	Investments
in securities of trade creditors or customers received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy of
insolvency of such trade creditors of customers;



	(6)
	loans
and advances to directors, officers and employees of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess
of an aggregate SEK 3 million at any one time outstanding; 


15







 
	(7)
	Hedging
Obligations entered into in the ordinary course of business and not for speculative purposes;



	(8)
	investments
in prepaid expenses, negotiable instruments held for collection, and lease, utility and workers' compensation, performance and other similar deposits;



	(9)
	any
prepayments on operating leases;



	(10)
	any
Permitted Joint Venture Investment, provided that the consideration paid or payable for such Investment, when aggregated with the consideration paid or payable (measured on the
date each such Investment was made and without giving effect to subsequent changes in value) for all other Investments comprising Permitted Joint Venture Investments made pursuant to this
clause (10) does not exceed the amount, calculated at the time such Investment is made, equal to (a) 25.0% of the Consolidated Cash Flow of the Company for the period (taken as one
accounting period) from the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Investment, if such Consolidated
Cash Flow for such period is a positive amount, plus (b) 100% of the aggregate of (i) the net cash proceeds and (ii) the fair market value of Strategic Assets transferred or
conveyed to the Company (as valued at the time of transfer or conveyance to the Company, and as determined in good faith by the board of directors of the Company and evidenced by a resolution of such
board), in each case received by the Company at the time of or concurrently with such Investment as a contribution to the Company's common equity capital,  provided that the amount of such net cash
proceeds and the fair market value of such Strategic Assets will be excluded from
clause 1(d)(z)(ii) of Section 1009;



	(11)
	any
Permitted Minority Investment, provided that the consideration paid or payable for such Investment, when aggregated with the consideration paid or payable (measured on the date
each such Investment was made and without giving effect to subsequent changes in value) for all other Investments comprising Permitted Minority Investments made pursuant to this clause (11)
does not exceed the amount, calculated at the time such Investment is made, equal to (a) 7.5% of the Consolidated Cash Flow of the Company for the period (taken as one accounting period) from
the Issue Date to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Investment, if such Consolidated Cash Flow for such
period is a positive amount, plus (b) 100% of the aggregate of (i) the net cash proceeds and (ii) the fair market value of Strategic Assets transferred or conveyed to the Company
(as valued at the time of transfer or conveyance to the Company, and as determined in good faith by the board of directors of the Company and evidenced by a resolution of such board), in each case
received by the Company at the time of or concurrently with such Investment as a contribution to the Company's common equity capital, provided that the
amount of such net cash proceeds and the fair market value of such Strategic Assets will be excluded from clause 1(d)(z)(ii) of Section 1009; and



	(12)
	any
other Investment in any Person having a fair market value (measured on the date such Investment was made and without giving effect to subsequent changes in value) not to exceed
the sum of (i) SEK 10,000,000 minus (ii) aggregate fair market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value) of all other Investments made pursuant to this clause (12) since the Issue Date plus
(iii) to the extent that any such Investment made pursuant to this clause (12) is sold for Cash Equivalents or otherwise liquidated or repaid for Cash Equivalents, the lesser of
(A) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (B) the initial amount of such other Investment. 



        "Permitted Joint Venture Investment" means the Investment by the Company or one or more Wholly Owned Restricted Subsidiaries of the
Company in a Joint Venture; provided that, in any such case, such Joint Venture shall be engaged primarily in a Permitted Business. 


16







 



        "Permitted Junior Securities" means: 


	(1)
	Equity
Interests in the Company; or



	(2)
	debt
securities of the Company that (A) are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or
to a greater extent than, the Notes are subordinated to Senior Debt pursuant to this Indenture and (B) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of the Notes. 



        "Permitted Liens" means: 


	(1)
	Liens
to secure Indebtedness incurred under a Revolving Credit Facility permitted by clause 2(a) of Section 1008,  provided that (a) such Liens consist solely of security interests in accounts
receivable (and related assets); (b) the aggregate nominal
value of all such accounts receivable is not more than the amount outstanding under the Revolving Credit Facility at the time such Lien is created and (c) such Liens rank  pari passu with or are
subordinated to the Liens with respect to the Notes;



	(2)
	Liens
to secure the Original Notes, or Exchange Notes issued therefor, or the Note Guarantees;



	(3)
	Liens
to secure Permitted Refinancing Debt incurred to refinance Indebtedness that was previously so secured; provided that such Liens
do not extend to cover any property or assets of the Company or any Restricted Subsidiaries other than that pledged under the Liens securing the Indebtedness being refinanced;



	(4)
	Liens
in favor of the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor;



	(5)
	Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company;  provided that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not extend to any assets other than those
of the Person merged into or consolidated with the Company or the Restricted Subsidiary;



	(6)
	Liens
on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that
such Liens were in existence prior to the contemplation of such acquisition;



	(7)
	Liens
to secure the performance of tenders or bids, government contracts or concessions, statutory obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature (other than obligations in respect of borrowed money) incurred in the ordinary course of business;



	(8)
	Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by clause 2(c) of Section 1008 covering only the assets acquired with such Indebtedness;



	(9)
	Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision as will be required in conformity with GAAP will have been made therefor;



	(10)
	statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of
business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof; 


17







 
	(11)
	Liens
incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any
Lien securing letters of credit issued in the ordinary course of business in connection therewith;



	(12)
	Liens
arising out of or related to judgments not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have
been duly initiated for review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;



	(13)
	easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect
with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;



	(14)
	Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the
account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



	(15)
	Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and
proceeds thereof;



	(16)
	Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Restricted Subsidiaries,
including rights of offset and set-off; and



	(17)
	Liens
incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed SEK 150,000,000 at any one time
outstanding less the amount of any Indebtedness secured by Liens granted pursuant to clause (1) of this definition. 



        "Permitted Minority Investment" means the Investment by the Company or by a Wholly Owned Restricted Subsidiary of the Company in any
corporation, association, partnership or other business entity of which less than 50% of the total Voting Shares thereof will, upon consummation of such acquisition or other Investment, be owned or
controlled by the Company or one or more of the Wholly Owned Restricted Subsidiaries of the Company (or a combination thereof), but over which the Company or one or more Wholly Owned Restricted
Subsidiaries of the Company (or a combination thereof) maintains the power to influence or participate in the management thereof by virtue of representation on such corporation's, association's,
partnership's or other business entity's board of directors (or persons performing similar functions) through a contractual relationship with such entity or with the holders of such entity's Voting
Shares; provided that, in any such case, such corporation, association, partnership or other business entity shall be engaged primarily in a Permitted
Business. 


        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company (other than intercompany Indebtedness owed to any of the Company's Subsidiaries); provided that: 


	(1)
	the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);



	(2)
	such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and



	(3)
	if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced renewed, replaced, defeased or refunded. 


18









   
        "Person" means an individual, partnership, limited partnership, company, corporation, limited liability company, joint stock company,
joint venture, association, trust, business trust, unincorporated organization, or a government or agency or political subdivision thereof. 


        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 


        "Preferred Shares" of any Person means any Share Capital of such Person that has any rights which are preferential to the rights of any
other Share Capital of such Person with respect to dividends or redemptions or upon liquidation. 


        "Public Equity Offering" means any underwritten public offering of Share Capital (other than Disqualified Share Capital) of the Company,
Holdings, Indirect Parent or Concordia Bus BV in which (a) the gross proceeds to the Company, Holdings, Indirect Parent or Concordia Bus BV, respectively, are at least
€50 million and (b) with respect to an offering other than by the Company, the proceeds of which are contributed to the Company, directly or indirectly, in the form of a
subscription for, or capital contribution in respect of, Share Capital in the Company that is not Redeemable Share Capital. 


        "Purchase Agreement" means the Purchase Agreement, dated as of January 16, 2004, among the Company, the Guarantors and the Initial
Purchaserss, as such agreement may be amended from time to time. 


        "Purchase Amount" has the meaning specified in the definition of Offer to Purchase. 


        "Purchase Date" has the meaning specified in the definition of Offer to Purchase. 


        "Purchase Price" has the meaning specified in the definition of Offer to Purchase. 


        "Qualifying Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person eighty five percent (85%) or more of the
outstanding Share Capital or other ownership interests of which (other than directors' qualifying shares) is at the time owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries
of such Person. 


        "Redeemable Share Capital" means any Share Capital that, either by its terms or by the terms of any security into which it is convertible
or exchangeable or otherwise, is or upon the happening of an event or the passage of time would be, required to be redeemed prior to the final stated maturity of the principal of the Notes or is
redeemable at the option of the holder thereof at any time prior to such final stated maturity (other than upon a change of control of the Company in circumstances where holders of the Notes would
have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final stated maturity at the option of the holder thereof. 


        "Redemption Date", when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture. 


        "Redemption Price", when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture. 


        "Registration Default" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the
Certificated Note in Section 203. 


        "Registration Default Period" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the
Certificated Note in Section 203. 


        "Registration Rights Agreement" means the Exchange and Registration Rights Agreement dated the date of this Indenture among the Company,
the Guarantors and the Initial Purchasers. 


19







 



        "Regular Record Date" for the interest payable on any Interest Payment Date means the January 15 or July 15 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. 



        "Regulation S" means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to
time. 


        "Regulation S Certificate" means a certificate substantially in the form set forth in Annex A. 


        "Regulation S Global Note" has the meaning specified in Section 201. 


        "Regulation S Legend" means a legend substantially in the form of the legend required in the forms of face of Note set forth in
Section 202 and Section 203 to be placed upon a Regulation S Global Note. 


        "Regulation S Notes" means all Notes required pursuant to Section 305(c) to bear a Regulation S Legend. Such term
includes a Regulation S Global Note. 


        "Relevant Date", for the purposes of Section 1018, means the date on which a payment first becomes due but, if the full amount of
the money payable has not been received by the Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that
effect shall have been duly given to the Holders by the Company in accordance with the terms and conditions of this Indenture. 


        "Resale Registration Statement" means a registration statement under the Securities Act registering the Notes for resale pursuant to the
terms of the Registration Rights Agreement. 


        "Residual Value Guarantee" means a commitment by a bus manufacturer or finance company (or an affiliated entity) to repurchase buses from,
or on behalf of, a bus operator according to a Specified Residual Value. 


        "Responsible Officer", when used with respect to the Trustee, means any director, managing director, associate, vice president, assistant
secretary or trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officer within the corporate trust department
and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 



        "Restricted Investment" means an Investment other than a Permitted Investment. 


        "Restricted Note" means all Notes required pursuant to Section 305(c) to bear a Restricted Notes Legend. Such term includes a
Rule 144A Global Note. 


        "Restricted Notes Certificate" means a certificate substantially in the form set forth in Annex B. 



        "Restricted Notes Legend" means a legend substantially in the form of the legend required in the forms of face of Notes set forth in
Section 202 and Section 203 to be placed upon a Restricted Note. 


        "Restricted Payments" has the meaning specified in Section 1009. 


        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. 



        "Revolving Credit Facilities" means with respect to the Company, one or more debt facilities or commercial paper facilities with banks,
insurance companies or other institutional lenders providing for revolving credit loans, receivables financing (including through the sale or factoring of receivables to such lenders or to special
purpose entities formed to borrow from or issue securities to such lenders against such receivables), letters of credit or other forms of guarantees and assurances or other credit facilities,
including overdrafts, in each case, as amended, restated, modified, renewed, refunded, 


20







 



replaced
or refinanced in whole or in part from time to time, provided, however, that "Revolving Credit Facilities" will not mean any Indebtedness that
expressly provides that it is subordinated in right of payment to any other Indebtedness. 


        "Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. 


        "Rule 144A Global Note" means any Global Note required pursuant to Section 305(c) to bear a Restricted Notes Legend. 



        "Rule 144A Notes" means all Notes initially distributed in connection with the offering of the Notes by Initial Purchasers through
its selling agent, in reliance upon Rule 144A. 


        "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor to the rating agency business
thereof. 


        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party,
providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is
to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such
property. 


        "SBC" means Ingeniør M.O. Schøyens Bilcentraler AS, a Norwegian company. 


        "SEC Registered Notes" means the Exchange Notes and all other Notes sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor Notes. 


        "Securities Act" means the United States Securities Act of 1933 (or any successor statute), as amended from time to time, and the rules
and regulations thereunder. 


        "Security Documents" means, collectively, the Security Trustee Agreement, and all security agreements, pledges and other agreements or
instruments evidencing or creating any security in favor of the Security Trustee, the Trustee and/or any Holders of the Notes in any or all of the Collateral, including the agreements and instruments
listed in Schedule 1 hereto. 


        "Security Trustee" means Deutsche Trustee Company Limited, or its successor appointed from time to time as security trustee for the
Trustee and Holders under the Security Trustee Agreement. 


        "Security Trustee Agreement" means the security trustee agreement between the Company, the Trustee, the Security Trustee and the initial
Guarantors, dated January 22, 2004. 


        "SEK" and "Swedish Kronor" mean the lawful currency for the time being of Sweden. 


        "SG" means Schøyen Gruppen AS, a Norwegian Company. 


        "Share Capital" means: 


	(1)
	in
the case of a corporation, corporate stock and shares;



	(2)
	in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and shares;



	(3)
	in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



	(4)
	any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 


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        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date hereof. 


        "Special Interest" has the meaning given to it in the Registration Rights Agreement. 



        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 


        "Specified Residual Value" means the guaranteed value of a bus according to a schedule in the Residual Value Guarantee that identifies
fixed prices for value of buses based on bus age and condition at future specified dates. This value is correlated to expected used-bus resale values. 


        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof. 


        "Step-Down Date" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the
Certificated Note in Section 203. 


        "Step-Up" has the meaning set forth in the form of face of the Global Note contained in Section 202 or the Certificated
Note in Section 203. 


        "Strategic Assets" means (i) Share Capital of a Person which is engaged primarily in a Permitted Business and (ii) property,
plant, equipment, buses and other assets, real or personal, tangible or intangible, the use of which is necessary or useful in the conduct of the business and operations of the Company and its
Subsidiaries at the time the same are transferred or conveyed to the Company. 


        "Strategic Investment" means the acquisition of, or other Investment in, another Person by the Company or a Wholly Owned Restricted
Subsidiary of the Company, provided that, in any such case, such other Person shall be engaged primarily in a Permitted Business. 


        "Subordinated Shareholder Loan" means the SEK 501.3 million loan from Concordia Bus Holding AB to the Company, made on
February 28, 2002 pursuant to the subordinated loan agreement executed on February 28, 2002 and amended and restated on the Issue Date. 


        "Subsidiary" means, with respect to any Person: 


	(1)
	any
corporation, association or other business entity of which more than 50% of the total Voting Shares thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



	(2)
	any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are such Person or one or more Subsidiaries of such Person (or any combination thereof). 



        "Successor Note" of any particular Note means every Note issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 


        "Swedish Government Euro Obligation" means debt securities issued or directly and fully guaranteed or insured by the government of Sweden
or any agency or instrumentality thereof (provided that the full faith and credit of Sweden is pledged in support thereof) which are denominated in euros and which are otherwise payable upon maturity
and upon any earlier redemption thereof in euros. 


22







 



        "Trust Indenture Act" means the United States Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed;  provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended. 


        "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee. 


        "Unrestricted Notes Certificate" means a certificate substantially in the form set forth in Annex C. 


        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the board of directors of the Company as an
Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 


	(1)
	has
no Indebtedness other than Non-Recourse Debt;



	(2)
	is
not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time of such designation from Persons who are not Affiliates of
the Company;



	(3)
	is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;



	(4)
	has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries; and



	(5)
	has
at least one director on its board of directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive
officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. 



        Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the
Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 1009. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Company as of the date it so fails to meet such requirements and, if such Indebtedness is not
permitted to be Incurred as of such date under Section 1008 the Company will be in default of such Section. The board of directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of
the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under clause (1) of
Section 1008, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation. 


        "Voting Shares" of any Person as of any date means the Share Capital of such Person that is at the time entitled to vote (without regard
to the occurrence of any contingency) in the election of the board of directors (or persons performing similar functions) of such Person. 


23







 



        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Share Capital at any date, the number of years
obtained by dividing: 


	(1)
	the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by



	(2)
	the
then principal amount or liquidation preference of such Indebtedness or Disqualified Share Capital. 




        "Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Share Capital or
other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person. 


102. Compliance Certificates and Opinions  


        Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall promptly furnish to the
Trustee such certificates and opinions as may be required under the Trust Indenture Act or as may be requested by the Trustee. Each such certificate or opinion shall be given in the form of an
Officer's Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by Counsel, shall be in form and substance satisfactory to the Trustee and shall comply
with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture. 


        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 


	(1)
	a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;



	(2)
	a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;



	(3)
	a
statement that, in the opinion of each such individual, he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and



	(4)
	a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 



103. Form of Documents Delivered to Trustee  


        In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or 


24







 



opinion
of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 


        Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument. 


104. Acts of Holders; Record Date  


        Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are actually received by the Trustee and, where it is hereby expressly required, by the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. 


        The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is
by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


        The
Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders of Notes entitled to give or take
any request,
demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by such Holders. If not set by the Company before the
first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, before such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) before such first solicitation or vote, as the case may be. With regard to any record
date, only the Holders of Notes on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. 


        The
ownership of Notes shall be proved by the Note Register. 


        In
the case of a Global Note, its Holder shall be entitled to give or take, or vote on, any relevant action with respect to all or only a portion of the principal amount at maturity
represented by such Global Note as of the record date fixed for Notes, as indicated by Schedule A to such Global Note. 


        Without
limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Note may do so with regard to all or any part of the
principal amount at maturity of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such principal
amount. 


        Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued 


25







 



upon
the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Note. 



105. Notices, etc., to Trustee and Company  


        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with, 


	(1)
	the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the
Trustee at its Corporate Trust Office, or



	(2)
	the
Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company, or to such Guarantor care of the Company, addressed to the Company at the address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the Trustee by the Company. 



106. Notice to Holders; Waiver  


        Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, or in the case of any Global Note, at the address provided to
the Trustee by the Holder thereof, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver. 


        Except
as otherwise provided herein, all notices to Holders will be valid if published in a leading English language daily newspaper published in New York City and in London or such
other English language daily newspaper with general circulation in Europe and the United States, as the case may be, as the Trustee may approve and, so long as the Notes are listed on the Luxembourg
Stock Exchange, in one daily newspaper published in Luxembourg approved by the Trustee. Any notice will be deemed to have been given on the date of publication or, if so published more than once or on
different dates, on the date of the first publication. 


        In
case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 


        Any
request, demand, authorization, directive, notice, consent or waiver required or permitted under this Indenture shall be in the English language. 


107. Trust Indenture Act Controls  


        If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be part of and govern this
Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 


26









   
        The parties agree the provisions of the Trust Indenture Act (including Sections 310 through 318, inclusive, thereof) that impose duties on any Person (including the provisions
automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. If and to the extent that any provision
of this Indenture limits, qualifies, or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of Sections 310 to 318,
inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control and such Indenture provisions shall be deemed modified thereby. 


108. Effect of Headings and Table of Contents; Counterparts  


        The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 


        This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. 


109. Successors and Assigns  


        All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 


110. Severability Clause  


        In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 



111. Benefits of Indenture  


        Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the
Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


112. Governing Law  


        This Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 


113. Legal Holidays  


        In any case where any Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Notes) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date or Purchase Date, or at the Stated Maturity, provided that no additional
interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Purchase Date or Stated Maturity, as the case may be, on account of such delay. 


27







 



114. Agent for Service; Submission to Jurisdiction; Waiver of Immunities  


        By the execution and delivery of this Indenture, the Company and each Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably
designated and appointed CT Corporation System as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Notes or this Indenture that may be
instituted in any Federal or State court in the Borough of Manhattan, The City of New York or brought under Federal or State securities laws or
brought by any Holder or by the Trustee in its capacity as a trustee hereunder or the Security Trustee in its capacity as Security Trustee under the Security Documents, and acknowledges that CT
Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and waives, to the extent possible, any objection which it
may now or hereafter have to the laying of venue of any such proceeding or any claim of inconvenient forum, and (iii) agrees that service of process upon CT Corporation System shall be deemed
in every respect effective service of process upon it in any such suit or proceeding. The Company and each Guarantor further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in
full force and effect and for the continuous period from the date hereof through and including the date which is 550 calendar days after the date upon which the last of the Notes shall be outstanding.
The Trustee, each such Holder, and the Security Trustee, as the case may be, agrees to mail or deliver a copy of any service referred to in (iii) above to the Company and each relevant
Guarantor, as applicable, at the address of such party provided for in Section 105. 



        To
the extent that the Company or a Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice,
attachment before judgment, attachment in aid of execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its respective obligations
under this Indenture and the Notes to the fullest extent permitted by law. 


28







 



115. Conversion of Currency  


        The Company and the Guarantors covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes and this Indenture: 



	(a)	 	(i)	 	If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other currency (the "judgment currency") an amount due in euros, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall
otherwise determine).
	

 	
 	

(ii)	
 	

If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of
receipt of the amount due, the Company or any Guarantor, as the case may be, will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the
rate of exchange prevailing on the date of receipt will produce the amount in euros originally due.
	

(b)	
 	

In the event of the winding-up of the Company or any Guarantor at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company or such
Guarantor shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in euros due or
contingently due under the Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this
Subsection (b), the final date for the filing of proofs of claim in the winding-up of the Company or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest
practicable date as at which liabilities of the Company or such Guarantor may be ascertained for such winding-up before payment by the liquidator or otherwise in respect thereto.
	

(c)	
 	

The term "rate(s) of exchange" shall mean the rate(s) of exchange quoted by the Trustee at its foreign exchange desk in its office in New York, New York at 12:00 noon (New York City time) for purchases
of euros with the judgment currency other than euros referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.





116. Currency Equivalent  


        Except as provided in Section 115, for purposes of the construction of the terms of this Indenture or of the Notes, in the event that any amount is stated
herein in euros or in SEK, as of any date such euro or SEK amount shall also be deemed to represent the amount in any other relevant currency which is required to purchase such amount in euros or SEK,
respectively, at the rate of exchange quoted by the Trustee at its foreign exchange desk in its office in New York, New York at 12:00 noon (New York City time) on the date of determination. 


ARTICLE TWO  


 NOTE FORMS  


201. Forms Generally  


        The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions,
omissions, substitutions and other variations as 


29







 



are
required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. 


        The
definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted
by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. 


        Notes
will be initially issued as one or more Global Notes. Each Global Note authenticated under this Indenture shall be in global registered form without coupons, and each such Global
Note shall constitute a single Note for all purposes of this Indenture. 


        Upon
their original issuance, Rule 144A Notes and Initial Regulation S Notes shall be issued in the form of separate Global Notes. The Global Notes representing
Rule 144A Notes, together with their Successor Notes which are Global Notes other than Regulation S Global Notes, are collectively herein called the
"Rule 144A Global Notes". The Global Notes representing Initial Regulation S Notes, together with their Successor Notes which are Global
Notes other than Rule 144A Global Notes, are collectively herein called the "Regulation S Global Notes". 


202. Form of Face of Global Note  


9.125%
SENIOR SECURED NOTES DUE AUGUST 1, 2009 


COMMON
CODE NO.                        ISIN
NO.                        No.            
 


[Legend if the Note is a Rule 144A Note:  


        THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR BENEFIT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR
(4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THIS NOTE AND
ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE
HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE TRANSFEROR OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] 


30







 



[Legend if the Note is a Regulation S Global Note:  


        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT, UNDER
THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] 


[Legend if the Note is not an Exchange Note:  


        THE HOLDER OF THIS NOTE IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 22, 2004, AMONG THE
COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN.] 


        [If
the Note is a Global Note, then insert the following paragraph: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] 


        Concordia
Bus Nordic AB (publ), a public limited liability company formed under the laws of Sweden (the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay
to                        or its registered assigns the principal sum indicated on Schedule A
hereof on August 1, 2009 and to pay interest thereon from January 22, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on February 1 and August 1 in each year, commencing August 1, 2004, at the rate of 9.125% per annum, until the principal hereof is paid or made available
for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of
interest until paid. 


        [If
an Original Note, then insert: provided, however, that if (i) the
Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially
identical to this Note (except that such Note will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange
offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration
statement registering this Note for resale (a "Resale Registration Statement")) on or before the date on which such registration statement is required
to be filed pursuant to the Exchange and Registration Rights Agreement, dated as of January 22, 2004 among the Company and the other parties referred to therein (the
"Registration Rights Agreement"), or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale
Registration Statement) has not become or been declared effective on or before the date on which such registration statement is required to become or be declared effective pursuant to the Registration
Rights Agreement, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement (if the Exchange Offer is then
required to be made) or (iv) any Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective
(except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case in
Clauses (i) through (iv) upon the terms and conditions set forth in the Registration Rights Agreements (each such event referred to in Clauses (i) through (iv), a
"Registration Default" and each period during which a Registration Default has 


31







 



occurred
and is continuing, a "Registration Default Period"), then interest will accrue (in addition to any stated interest on the Notes) (the
"Step-Up") at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% from
the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter
for the remaining portion of the Registration Default Period until such time (the "Step-Down Date") as no Registration Default is in effect.
Interest accruing as a result of the Step-Up is referred to herein as "Special Interest". Accrued Special Interest, if any, shall be paid
semi-annually on February 1 and August 1 in each year; and the amount of accrued Special Interest shall be determined on the basis of the number of days during which such
Registration Default is in effect. The Company shall provide the Trustee with written notice of the date of any Registration Default and the Step-Down Date. Any accrued and unpaid interest
(including Special Interest) on this Note upon the issuance of an Exchange Note (as defined in the Indenture) in exchange for this Note shall cease to be payable to the Holder hereof but such accrued
and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.] 


        The
Notes are secured by first priority Liens, subject to Permitted Collateral Liens, on certain assets of the Company and the Guarantors, as further described in the Security Documents. 


        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee or its authorized authentication agent referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



	Dated:	 	 	 	 	 
	 	 	
	 	 	 
	 	 	 	 	Concordia Bus Nordic AB (publ)
	

 	
 	

 	
 	

By	

    
 Name:

Title:





203. Form of Face of Certificated Note  


9.125%
SENIOR SECURED NOTES DUE AUGUST 1, 2009 


COMMON
CODE NO.                        ISIN
NO.                        No.            


€    •    


[Legend if the Note is a Rule 144A Note:  


        THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR BENEFIT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY 


32







 



RULE
144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES. THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF
THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE TRANSFEROR OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] 


[Legend if the Note is a Regulation S Note:  


        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT,
UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] 


[Legend if the Note is not an Exchange Note:  


        THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 22, 2004,
AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN.] 


        Concordia
Bus Nordic AB (publ), a public limited liability company formed under the laws of Sweden (the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay
to                        , or its registered assigns, the principal sum of
€                        on August 1, 2009 and to pay interest thereon from January 22, 2004 or from the most
recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 1 and August 1 in each year, commencing August 1, 2004, at the rate of 9.125% per annum, until the principal hereof is paid or
made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue
installment of interest until paid. 


        [If
an Original Note, then insert: provided, however, that if (i) the
Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially
identical to this Note (except that such Note will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange
offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration
statement registering this Note for resale (a "Resale Registration Statement")) on or before the date on which such registration statement is required
to be filed pursuant to the Exchange and Registration Rights Agreement, dated as of January 22, 2004 among the Company and the other parties referred to therein (the
"Registration Rights Agreement"), or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale
Registration Statement) has not become or been declared effective on or before the date on which such registration statement is required to become or be declared effective pursuant to the Registration
Rights Agreement, or (iii) the 


33







 



Exchange
Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically
permitted pursuant to the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case in Clauses
(i) through (iv) upon the terms and conditions set forth in the Registration Rights Agreements (each such event referred to in Clauses (i) through (iv), a
"Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration
Default Period"), then interest will accrue (in addition to any stated interest on the Notes) (the "Step-Up") at a
per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% from the second 90 days of the Registration Default Period, at a per annum
rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period until such time
(the "Step-Down Date") as no Registration Default is in effect. Interest accruing as a result of the Step-Up is referred to
herein as "Special Interest". Accrued Special Interest, if any, shall be paid semi-annually on February 1 and August 1 in each
year; and the amount of accrued Special Interest shall be determined on the basis of the number of days during which such Registration Default is in effect. The Company shall provide the Trustee with
written notice of the date of any Registration Default and the Step-Down Date. Any accrued and unpaid interest (including Special Interest) on this Note upon the issuance of an Exchange
Note (as defined in the Indenture) in exchange for this Note shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the
next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.] 


        The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will immediately cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days before such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. 


        Payment
of the principal of (and premium, if any) and any such interest on this Note will be made at the office or agency of the Trustee or any Paying Agent in The City of New York,
London, England and Luxembourg maintained for such purposes (against surrender of this Certificated Note, in the case of a payment of principal), in such coin or currency of the European Union as at
the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. 


        The
Notes are secured by first priority Liens, subject to Permitted Collateral Liens, on certain assets of the Company and the Guarantors, as further described in the Security Documents. 



        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. 


34







 



        Unless
the certificate of authentication hereon has been executed by the Trustee or its authorized authentication agent referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



	 	 	Concordia Bus Nordic AB (publ)
	

 	
 	

By:	

    
 Name:

Title:





204. Form of Reverse of Note  


        This Note is one of a duly authorized issue of Notes of the Company designated as its 9.125% Senior Secured Notes due August 1, 2009 (the
"Notes") issued and to be issued under an Indenture, dated as of January 22, 2004 (herein called the
"Indenture"), between the Company, the Guarantors party thereto, and Deutsche Bank Trust Company Americas, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. 


        All
payments in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of
whatever nature, including penalties, interest and any other liabilities related thereto ("Taxes") imposed or levied by or on behalf of Sweden or any
relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, unless the Company is compelled by law to deduct or withhold such Taxes. In such event, the
Company will pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the net amounts received by the Holders after such
withholding or deduction will equal the respective amounts of principal and interest that would have been receivable in respect of the Notes in the absence of such withholding or deduction. 


        However,
no such Additional Amounts will be payable in respect of any Note: 


	(1)
	presented
for payment of principal more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder would have been entitled to such
Additional Amounts on presenting such Note for payment on the last day of the applicable 30 day period;



	(2)
	if
any Tax is imposed or withheld by reason of the failure to comply or a delay in complying or the provision of inaccurate information, or the failure to make any declaration or
other similar claim to satisfy any information reporting requirement, by the Holder of such Note or, if different, the beneficiary of such amounts, in each case, when a request is addressed or
otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the nationality, residence or identity of such Holder or beneficiary, or to make such
declaration or other similar claim, which is required or imposed by a statute, treaty, regulation or administrative practice of Sweden (or to which it is a party) or any relevant jurisdiction or any
political subdivision or authority thereof as a precondition to exemption from all or part of such Tax;



	(3)
	of
any person liable for Taxes in respect of such Note by reason of the Holder of the Note or, if different, the beneficial owner having some connection with Sweden or any relevant
jurisdiction, or any political subdivision or authority thereof or therein other than the mere purchase, holding or disposition of any Note, or the receipt of principal or interest in respect thereof,
including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having
had a permanent establishment or fixed base therein whether by himself or through an agent; 


35









  


	(4)
	on
account of any estate, inheritance, gift, sale, transfer, personal property, wealth or other similar Tax;



	(5)
	presented
for payment or in respect of which payment is required to be made in Sweden; or



	(6)
	in
the event of any combination of (1), (2), (3), (4) or (5), 



nor
will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Note to any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been
the Holder. 


        Prior
to February 1, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture at a
redemption price of 109.125% of the principal amount thereof, plus accrued and unpaid interest, Special Interest, if any, and Additional Amounts, if any, to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; provided that: 


	(1)
	at
least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its Subsidiaries) [insert in the case of a Certificated Note: but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the
Indenture]; and



	(2)
	the
redemption must occur within 90 days of the date of the closing of such Public Equity Offering. 



        On
or after February 1, 2007, the Company may redeem all or a part of the Notes upon not less 30 nor more than 60 days' notice to the Holders (which notice will be
irrevocable), at the redemption prices (expressed as percentages of principal amount) set forth below plus, in each case, accrued and unpaid interest thereon, if any, Special Interest, if any, and
Additional Amounts, if any, to the applicable redemption date [insert in the case of a Certificated Note: but interest installments whose Stated Maturity is on or before such Redemption
Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as
provided in the Indenture], if redeemed during the twelve-month period beginning on February 1 of the year indicated below: 



	Year
 
	 	Percentage
	 
	2007	 	104.563	%
	2008	 	102.281	%
	2009 and thereafter	 	100.00	%






        The
Notes do not have the benefit of any sinking fund obligations. 


        In
the event of redemption or purchase pursuant to an Offer to Purchase of this Note in part only, a new Note or Notes for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof. 


        If
an Event of Default shall occur and be continuing, there may be declared due and payable the principal amount of the Notes, in the manner and with the effect provided in the
Indenture. Upon payment of (i) the principal amount so declared due and payable and any overdue installment of interest, (ii) interest on the principal amount and (iii) as
provided on the face hereof, interest on any overdue installment of interest (in each case to the extent that the payment of such interest shall be 


36







 



legally
enforceable), all of the Company's obligations in respect of the payment of the principal of and interest on the Notes shall terminate. 


        The
Company, at its option, may redeem the Notes in whole but not in part, at a redemption price equal to the then outstanding principal amount thereof, together with interest accrued to
the date fixed for redemption, Special Interest, if any, and any Additional Amounts payable with respect thereto as a result of the redemption or otherwise, if the Company determines and certifies to
the Trustee immediately prior to the giving of such notice that: 


	(1)
	the
payment by the Company of Additional Amounts or further Additional Amounts (as the case may be) in respect of such Notes would become required as a result of (a) any change
in or amendment to the laws or treaties (or any regulations or rulings promulgated thereunder) of Sweden (or to which it is a party), or any relevant jurisdiction or any political subdivision or
authority thereof or therein having power to tax or (b) any change or amendment in the existing official position or the introduction of an official position regarding the application or
interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction or any practice or concession of the Skattemyndigheten (the Swedish Tax Authority)) which
change, amendment, application or interpretation becomes effective on or after the date of issuance of the Notes; and



	(2)
	such
obligation cannot be avoided by the Company taking reasonable measures available to it. 



        Notwithstanding
the preceding, no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Company could be obligated to pay such
Additional Amounts if a payment in respect of the Notes was then due. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver to the Trustee (y) a
certificate signed by two directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (z) a
written opinion of independent legal counsel to the Company to the effect that circumstances referred to above exist. 


        The
Indenture provides that, subject to certain conditions, if (i) certain Net Proceeds are available to the Company as a result of Asset Sales or (ii) a Change of Control
occurs, the Company shall be required to make an Offer to Purchase for all or a specified portion of the Notes. 



        In
the event of redemption (or purchase pursuant to an Offer to Purchase) of this Note in part only, a new Note or Notes for the unredeemed (or unpurchased) portion hereof will be issued
in the name of the Holder hereof upon cancellation hereof. 


        The
Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note or (ii) certain restrictive covenants and Events of Default with
respect to this Note, in each case upon compliance with certain conditions set forth therein. 


        Unless
the context requires otherwise, the Original Notes (as defined in the Indenture) and the Exchange Notes (as defined in the Indenture) shall constitute one series for all purposes
under the Indenture, including amendments, waivers, redemptions and Offers to Purchase. The Original Notes and the Exchange Notes constitute the same Indebtedness of the Company and shall be entitled
to the same benefits under the Indenture. 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults 


37







 



under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 



        No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 


        [In
the case of a Certificated Note, insert the following paragraph: As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Note is registrable in
the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Trustee or any Paying Agent in The City of New York, London, England or Luxembourg and
maintained for such purposes (against surrender of this Certificated Note, in the case of a payment of principal), duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or transferees.] 


        The
Notes are issuable only without coupons in denominations of €50,000 principal amount and integral multiple of €1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering
the same. 


        No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        Before
due presentment of this Note for registration of transfer, the Company, the Trustee, each Paying Agent and any agent of the Company or the Trustee may treat the Person in whose
name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, any Paying Agent nor any such agent shall be affected by
notice to the contrary. 


        Interest
on this Note shall be computed on the basis of a 360-day year comprising twelve 30-day months. 


        All
terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


        The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York.  


38







 
OPTION OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Note purchased in its entirety by the Company pursuant to Section 1014 or 1015 of the Indenture, check the box: 


        If
you want to elect to have only a part of this Note purchased by the Company pursuant to Section 1014 or 1015 of the Indenture, state the amount:
€            



	Dated:	 	 	Your Signature:	 	 	 
	 	
	 	 	
 (Sign exactly as name appears

on the other side of this Note)	 	 




39







 

[Attach
the following Schedule A in the case of a Global Note:] 


Schedule A 


Schedule
of Principal Amount 



        The
initial principal amount at maturity of this Global Note shall be €    •    . The following decreases/increases in the principal
amount at maturity of this Global Note have been made: 



	Date of

Decrease/

Increase
	 	Decrease in

Principal

Amount at

Maturity
	 	Increase in

Principal

Amount at

Maturity
	 	Total Principal

Amount at

Maturity Following

such Decrease/

Increase
	 	Notation Made

by or on

Behalf of

Trustee

	
 	
 	

 	
 	

 	
 	

 	
 	

 
	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	

	
	 	
	 	
	 	
	 	






205. Form of Trustee's Certificate of Authentication  


        This is one of the Notes referred to in the within-mentioned Indenture. This Note is duly authenticated without recourse, warranty or liability. 



	 	 	 	 	Deutsche Bank Trust Company Americas

as Trustee
	 	 	 	 	By	 	 
	 	 	 	 	 	 	
 Authorized Signatory
	

Dated:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 




40







 
ARTICLE THREE  


 THE NOTES  


301. Title and Terms  


        The aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is limited to €130,000,000
aggregate principal amount of Notes, and, subject to prior authorization by a Board Resolution, Additional Notes of the same series may be issued subsequently subject to compliance with
Section 1008 hereof; except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906
or 1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1015. 


        The
Company may issue Exchange Notes from time to time pursuant to an Exchange Offer or otherwise in authorized denominations in exchange for a like principal amount of Original Notes.
Upon any such exchange the Original Notes shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal
amount of Original Notes and Exchange Notes Outstanding exceed €130,000,000. The issuance of the Exchange Notes will not constitute new Indebtedness of the Company. 


        The
Notes shall be known and designated as the "9.125% Senior Secured Notes due August 1, 2009" of the Company. The Stated Maturity of the Notes shall be August 1, 2009.
The Notes shall bear interest at the rate of 9.125% per annum from January 22, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the
case may be, payable semi-annually on February 1 and August 1, commencing August 1, 2004 until the principal thereof is paid or made available for payment and (to the
extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of interest until paid;  provided,
however, with respect to Original Notes, if there has been a Registration Default, a Step-Up will occur and the Original Notes
will from then bear Special Interest until the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on February 1 and
August 1 in each
year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 310. 


        Interest
on each Note shall be payable (1) by a euro check drawn on a bank in Stockholm, Sweden, London, England, Frankfurt, Germany, the City of New York, or Luxembourg or
(2) if a Holder has given transfer instructions to the Company, and, for so long as the Notes are listed in Luxembourg, the Paying Agent in Luxembourg, in euro by credit or transfer to a
euro-denominated account (or any other account to which euro may be credited or transferred) specified by the payee in a city in which banks have access to the TARGET System. "TARGET
System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System. 


        The
Company will pay principal (and premium, if any) on a Note upon presentation and surrender of such Note at the specified office of the Paying Agent or any additional or substitute
paying agent by a euro check drawn on a bank in Stockholm, London, Frankfurt, the City of New York, or Luxembourg. 



        The
Notes shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1015. 


        The
Notes shall be redeemable as provided in Article Eleven. 


        The
Notes shall be subject to defeasance at the option of the Company as provided in Article Thirteen. 


41







 



        Unless
the context requires otherwise, the Original Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including amendments, waivers,
redemptions, Acts of Holders and Offers to Purchase. 


302. Denominations  


        The Notes shall be issuable only in global or in definitive registered form without coupons and only in denominations of €50,000 principal amount
and integral multiples of €1,000. 



303. Execution, Authentication, Delivery and Dating  


        The Notes shall be executed on behalf of the Company by its Authorized Signatory. The signature of any of these officers on the Notes may be manual or facsimile. 


        Notes
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Notes; and the Trustee in accordance with such Company Order shall manually authenticate and deliver such Notes as in this Indenture
provided and not otherwise. 


        In
authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive or rely on, and shall
be fully protected in relying upon: 


	(a)
	a
copy of the resolutions of the board of directors of the Company and, if applicable, the decision of the Chairman of the board of directors of the Company, or any other member of
the board of directors in or pursuant to which the terms and form of the Notes were approved, certified by the Authorized Signatories of the Company to have been duly adopted and to be in full force
and effect as of the date of such certificate; and



	(b)
	an
executed supplemental indenture, if any. 



        Each
Note shall be dated the date of its authentication. 


        No
Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered
hereunder. 


        The
Company shall be entitled, subject to Section 301, to issue Additional Notes under this Indenture which shall have identical terms as the Notes issued on the Issue Date, other
than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable to such series. The Notes issued on the Issue Date and any Additional Notes
shall be treated as a single class for all purposes under this Indenture. 



        With
respect to any Additional Notes, the Company shall provide the Trustee with evidence satisfactory to it that the Additional Notes have been duly authorized and issued and set forth
in a Board Resolution and an Officer's Certificate or such other appropriate evidence that the Additional 


42







 



Notes
have been duly authorized and issued, a copy of each of which shall be delivered promptly to the Trustee, with the following information: 



	(1)
	the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and



	(2)
	the
issue price, the issue date and the common code and ISIN numbers of such Additional Notes and the amount of interest payable on the first payment date applicable thereto;  provided, however, that no Additional Notes may be issued at a price that would cause such Additional
Notes to have "original issue discount" within the meaning of Section 1273 of the U.S. Internal Revenue Code of 1986, as amended. 




304. Temporary Notes  


        Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as the Authorized Signatory executing such Notes may determine, as evidenced by their execution of such Notes. 


        If
temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 1002, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Notes the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of the
same authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes. 



305. Transfer and Exchange  


(a)    Registration, Registration of Transfer and Exchange Generally.    



Transfer
of a Global Note shall be by delivery. 


A
Global Note shall be exchanged by the Company (with authentication by the Trustee or the Paying Agent) for one or more Certificated Notes of the same series, if (i) Euroclear and Clearstream
are unwilling or unable to continue as depository for such Global Note and the Company fails to appoint a successor depository or (ii) there shall have occurred and be continuing a Default or
Event of Default, provided, that such Certificated Notes and such Global Note after such exchange shall be in authorized denominations. Whenever all of
a Global Note is exchanged for one or more Certificated Notes it shall be surrendered by the Holder thereof to the Trustee or the Paying Agent for cancellation. Whenever a part of a Global Note is
exchanged for one or more Certificated Notes such Global Note shall be surrendered by the Holder thereof to the Trustee or the Paying Agent who shall cause an adjustment to be made to
Schedule A of such Global Note such that the principal amount of such Global Note will be reduced by the portion of such Global Note so exchanged for Certificated Notes. All Certificated Notes
issued in exchange for a Global Note or any portion thereof shall be registered in such names as Euroclear or Clearstream shall instruct (which instruction shall reflect the instruction of the Holder
of the Notes) the Trustee or the Paying Agent (without any liability on the Trustee's or the Paying Agent's part). Every Note authenticated and delivered in exchange for or in lieu of, a Global Note
or any portion thereof, pursuant to Section 304, 306, 906 or 1108 or in accordance with any Offer to Purchase pursuant to Section 1014 or 1015 hereof or otherwise, shall be authenticated
and 



43







 




delivered
in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this paragraph. 


The
Company shall cause to be kept at the Corporate Trust Office or the principal corporate office of the Trustee or the Paying Agent a register (the register maintained in such office and in any
other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Certificated Notes and of transfers of Certificated Notes. The Trustee or the Paying Agent
is hereby appointed "Note Registrar" for the purpose of registering Certificated Notes and transfers of Certificated Notes as herein provided. Such Note
Register of Certificated Notes shall distinguish between Original Notes and Exchange Notes. 


Upon
surrender for registration of transfer of any Certificated Note at an office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and
the Trustee or the Paying Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificated Notes, of any authorized denominations and of a
like aggregate principal amount and tenor, each such Note bearing such legends reflecting restrictions as may be required by this Indenture. 


Subject
to Section 305(b), at the option of the Holder, Certificated Notes may be exchanged for other Certificated Notes of the same series of any authorized denominations and of a like
aggregate principal amount, upon surrender of the Certificated Notes to be exchanged at such office or agency. Whenever any Certificated Notes are so surrendered for exchange, the Company shall
execute, and the Trustee or the Paying Agent shall authenticate and deliver, the Certificated Notes which the Holder making the exchange is entitled to receive. 



All
Certificated Notes issued upon any registration of transfer or exchange of Certificated Notes shall be the valid obligations of the Company, evidencing the same debt (subject to the provisions in
the Original Notes regarding the payment of Special Interest), and entitled to the same benefits under this Indenture, as the Certificated Notes surrendered upon such registration of transfer or
exchange. 


Each
new Certificated Note to be issued shall be available for delivery within 10 Business Days at the office of the Trustee in the City of New York or in London, England or at the office of the
Paying Agent in Luxembourg. The Company will pay the cost of preparing, printing, packaging and delivering the Certificated Notes. 



Every
Certificated Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or the Paying Agent) be duly endorsed, or be
accompanied by a written instrument of transfer in form and substance satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in
writing. 


In
the event that the Company delivers to the Trustee or the Paying Agent a copy of an Officer's Certificate (in form and substance satisfactory to the Trustee or the Paying Agent) certifying that a
registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the Commission and that the Company has offered Exchange Notes to the Holders in
accordance with the Exchange Offer, the Trustee or the Paying Agent shall exchange, upon request of any Holder, such Holder's Notes for Exchange Notes upon the terms set forth in the Exchange Offer. 


Subject
to Section 305(b), the Holder of the Global Note may increase the principal amount at maturity of the Global Note held by it by surrendering any Certificated Note registered in its name
to the Registrar for cancellation. Upon surrender of such Certificated Note, the Note Registrar 



44







 




shall
forward such Certificated Note to the Trustee or the Paying Agent for cancellation and the Trustee or the Paying Agent shall make a notation on Schedule A of the Global Note held by such
Holder to increase the principal amount at maturity of such Global Note by an amount equal to the principal amount at maturity of the Certificated Note surrendered for cancellation. 


No
service charge shall be made for any registration of transfer or exchange of Notes, but the Company and the Trustee and the transfer and paying agent may require that the Holder of such Notes
(i) pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes, other than exchanges
pursuant to Section 304, 306, 906 or 1108 not involving any transfer and (ii) furnish appropriate endorsements and transfer documents. 


The
Company shall not be required to (i) issue, register the transfer of or exchange any Certificated Note during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Notes selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) register the transfer of
or exchange any Certificated Note so selected for redemption in whole or in part, except the unredeemed portion of any Certificated Note being redeemed in part. 




(b)    Certain Transfers and Exchanges.    


        Notwithstanding
any other provision of this Indenture or the Notes, transfers and exchanges of Notes and beneficial interests in a Global Note of the kinds specified in this
Section 305(b) shall be made only in accordance with this Section 305(b). 


        (i)    Rule 144A Global Note to Regulation S Global Note.    



If
the Holder of the Rule 144A Global Note wishes at any time to transfer such Note in whole or in part to the Holder of the Regulation S Global Note, such transfer may be effected only
in accordance with the provisions of this Clause (b)(i) and Section 305(c) and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note
Registrar, of (A) an order given by the Holders of the Regulation S Global Note and the Rule 144A Global Note directing that the principal amount represented by such
Regulation S Global Note be increased by a specified amount and that the principal amount represented by such Rule 144A Global Note be reduced by an equal amount and (B) a
Regulation S Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the Holder of such Rule 144A Global Note or his attorney in fact duly authorized in
writing, then the Trustee or the Paying Agent, as Note Registrar but subject to Section 305(c) below, shall reduce the principal amount of such Rule 144A Global Note and increase the
principal amount of such Regulation S Global Note by such specified principal amount. 




        (ii)    Regulation S Global Note to Rule 144A Global Note.    



If
the Holder of the Regulation S Global Note wishes at any time to transfer such Note in whole or in part to the Holder of the Rule 144A Global Note, such transfer may be effected only
in accordance with this Clause (b)(ii) and Section 305(c) and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of
(A) an order in a form satisfactory to the Trustee or the Paying Agent given by the Holders of the Regulation S Global Note and the Rule 144A Global Note directing that the
principal amount represented by such Regulation S Global Note be reduced by a specified amount and that the principal amount represented by such Rule 144A Global Note be increased by an
equal amount and (B) if such transfer is to occur during the Distribution Compliance Period, a Restricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by
the Holder of such Regulation S Global Note or his attorney in fact duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar, shall reduce the principal amount of
such Regulation S Global Note and increase the principal amount of such Rule 144A Global Note by such specified principal amount. If transfers under this
Section 305(b)(ii) occur after the Distribution Compliance Period, no Restricted Notes Certificates will be required. 



45









   
        (iii)    Rule 144A Non-Global Note to Rule 144A Global Note or Regulation S Global
Note.    



If
the Holder of a Certificated Note that is a Rule 144A Note (a "Rule 144A Non-Global Note") wishes at any time to transfer
all or any portion of such Note to the Holder of the Rule 144A Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this
Clause (b)(iii) and Section 305(c) below and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of (A) such
Certificated Note as provided in Section 305(a) and instructions satisfactory to the Trustee or the Paying Agent directing that the principal amount of the Rule 144A Global Note or
Regulation S Global Note be increased by a specified principal amount not greater than the principal amount of such Certificated Note and (B) a Restricted Notes Certificate, if the
principal amount of the Rule 144A Global Note is to be increased, or a Regulation S Certificate, if the principal amount of the Regulation S Global Note is to be increased, in
either case satisfactory to the Trustee or the Paying Agent and duly executed by such Holder or his attorney duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar but
subject to Section 305(c) below, shall cancel such Certificated Note (and issue a new Certificated Note in respect of any untransferred portion thereof) as provided in Section 305(a) and
increase the principal amount of the Rule 144A Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount. 




        (iv)    Regulation S Non-Global Note to Rule 144A Global Note or Regulation S Global
Note.    



If
the Holder of a Certificated Note that is a Regulation S Note (a "Regulation S Non-Global Note") wishes at any time to
transfer all or any portion of such Note to the Holder of the Rule 144A Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with this
Clause (b)(iv) and Section 305(c) below and subject to the Applicable Procedures. Upon receipt by the Trustee or the Paying Agent, as Note Registrar, of (A) such
Certificated Note as provided in Section 305(a) and instructions satisfactory to the Trustee or the Paying Agent directing that the principal amount of the Rule 144A Global Note or
Regulation S Global Note be increased by a specified principal amount not greater than the principal amount of such Certificated Note and (B) (I) if the principal amount of the
Rule 144A Global Note is to be increased, a Restricted Notes Certificate satisfactory to the Trustee or the Paying Agent or (II) if the transfer is to occur during the Distribution
Compliance Period and the principal amount of the Regulation S Global Note is to be increased, a Regulation S Certificate satisfactory to the Trustee or the Paying Agent, and each such
certificate duly executed by such Holder or his attorney duly authorized in writing, then the Trustee or the Paying Agent, as Note Registrar but subject to Section 305(c) below, shall cancel
such Note (and issue a new Certificated Note in respect of any untransferred portion thereof) as provided in Section 305(a) and increase the principal amount of the Rule 144A Global Note
or the Regulation S Global Note, as the case may be, by the specified principal amount. 




        (v)    Certificated Note to Certificated Note.    



A
Certificated Note may be transferred, in whole or in part, to a Person who takes delivery in the form of another Certificated Note as provided in Section 305(a),  provided that, if the Note to be
transferred in whole or in part is a Rule 144A Note, or is a Regulation S Note and the transfer is to
occur during the Distribution Compliance Period, then the Trustee or the Paying Agent shall have received (A) a Restricted Notes Certificate, satisfactory to the Trustee or the Paying Agent and
duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Rule 144A Note, or (B) a
Regulation S Certificate, satisfactory to the Trustee or the Paying Agent and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee
Holder shall take delivery in the form of a Regulation S Note (subject in each case to Section 305(c)). 



46







 

        (vi)    Exchanges between Global Note and Certificated Note.    



A
Global Note may be exchanged, in whole or in part, for one or more Certificated Notes as provided in Section 305(a), provided that, if such
Global Note is a Rule 144A Global Note, or if such Global Note is a Regulation S Global Note and such exchange is to occur during the Distribution Compliance Period, then such Global
Note shall be exchanged for one or more Rule 144A Notes (subject in each case to Section 305(c)). A Certificated Note may be transferred to the Holder of a Global Note only if
(A) such transfer is effected in accordance with Clause (b)(iii) or (iv) above or (B) such Note is a Regulation S Note and such transfer occurs after the
Distribution Compliance Period. 


The
Company shall notify the Trustee and the Paying Agent promptly of the expiration of the Distribution Compliance Period. Such notification shall be in the form of Annex D hereto. 




(c)    Securities Act Legends.    


        Rule 144A
Notes and their Successor Notes shall bear a Restricted Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S
Legend, subject to the following: 



	(i)
	subject
to the following Clauses of this Section 305(c), a Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Note or any
portion thereof shall bear the Securities Act legend borne by such Global Note while represented thereby;



	(ii)
	subject
to the following Clauses of this Section 305(c), a new Certificated Note which is issued in exchange for another Note (including a Global Note) or any
portion thereof, upon transfer or otherwise, shall bear the Securities Act legend borne by such other Note, provided that, if such new Certificated Note
is required pursuant to Section 305(b)(v) or (vi) to be issued in the form of a Rule 144A Note, it shall bear a Restricted Notes Legend and, if such new Certificated Note
is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend;



	(iii)
	SEC
Registered Notes shall not bear a Securities Act legend;



	(iv)
	after
the applicable Rule 144(k) restricted period, a new Certificated Note which does not bear a Securities Act legend may be issued in exchange for or in lieu
of a Certificated Note or any portion thereof which bears such a legend if the Trustee or the Paying Agent has received an Unrestricted Notes Certificate, satisfactory to the Trustee or the Paying
Agent and duly executed by the Holder of such legended Note or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee or the Paying Agent shall
authenticate and deliver such a new Certificated Note in exchange for or in lieu of such other Certificated Note as provided in this Article Three;



	(v)
	a
new Certificated Note which does not bear a Securities Act legend may be issued in exchange for or in lieu of a Certificated Note or any portion thereof which bears
such a legend if, in the Company's judgment, placing such a legend upon such new Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee or
the Paying Agent, at the written direction of the Company, shall authenticate and deliver such a new Note as provided in this Article Three; and



	(vi)
	notwithstanding
the foregoing provisions of this Section 305(c), a Successor Note of a Note that does not bear a particular form of Securities Act legend shall
not bear such form of legend unless the Company has reasonable cause to believe that such Successor Note is a "restricted security" within the meaning of Rule 144, in which case the Trustee or
the Paying Agent, at the written direction of the Company, shall authenticate and deliver a new Note 



47







 


bearing
a Restricted Notes Legend in exchange for such Successor Note as provided in this Article Three. 





306. Mutilated, Destroyed, Lost and Stolen Notes  


        If any mutilated Note is surrendered to the Trustee or the Paying Agent, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. 



        If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable or is about to be redeemed or purchased by the Company under this Indenture,
the Company in its discretion may, instead of issuing a new Note, pay, redeem or purchase such Note. 


        Upon
the issuance of any new Note under this Section, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any agent thereof) connected therewith. 


        Every
new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. Any Note which is replaced due to destruction, loss or theft shall cease to constitute a binding
obligation of the Company and shall not be entitled to the benefits of this Indenture. 


        The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes. 


307. Payment of Interest; Interest Rights Preserved  


        Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest. 


        Any
interest (including Special Interest) on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted
Interest") shall immediately cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or (2) below: 


	(1)
	The
Company may elect to make payment of any Defaulted Interest on any Note to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate 


48







 

amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit before the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than 10 days before the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each Note at his address as it appears in the Note
Register, not less than 10 days before such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to clause (2) of this Section. 



	(2)
	The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee. 



        Subject
to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 


308. Persons Deemed Owners  


        In the case of each Note, before due presentment of such Note for registration of transfer, the Company, the Guarantors, the Trustee, each Paying Agent and any
agent of the Company, the Guarantors, or the Trustee may treat, to the extent permitted by applicable law, the Person in whose name such Note is registered as the owner of such Note for the purpose of
receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the
Guarantors, the Trustee, any Paying Agent nor any agent of the Company, the Guarantors, or the Trustee shall be affected by notice to the contrary. 


309. Cancellation  


        All Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any Offer to Purchase pursuant to Sections 306, 1014 and
1015 shall, if, in the case of Sections 1014 and 1015, surrendered to any Person other than the Trustee or any Paying Agent, be delivered to the Trustee or any Paying Agent and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee or any Paying Agent for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee or such Paying Agent. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as expressly permitted by this Indenture. The Trustee shall destroy all cancelled securities held by it and shall provide a certificate of such destruction to the
Company. 


49







 



310. Computation of Interest  


        Interest on the Notes shall be computed on the basis of a 360-day year comprising twelve 30-day months. 


311. Common Code/ISIN Numbers  


        The Company in issuing the Notes may use "common code" and/or "ISIN" numbers (if then generally in use), and, if so, the Trustee shall use "common code" and/or
"ISIN" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes,
and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the "common code" or "ISIN" numbers. 


312. Prescription  


        Claims against the Company for the payment of principal of, or premium, if any, or interest, Special Interest, if any, or Additional Amounts, if any, on, the
Notes will become void unless presentation for payment is made as required in this Indenture within a period of ten years, in the case of principal or premium, if any, or five years, in the case of
interest, Special Interest, if any, or Additional Amounts, if any, from the applicable original payment date therefor. 


ARTICLE FOUR  


 SATISFACTION AND DISCHARGE  


401. Satisfaction and Discharge of Indenture  


        Upon the request of the Company, this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of
Notes expressly provided for herein), and the Trustee, on demand of and at the expense of, and subject to indemnification by, the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when 


	(1)
	either:



	(A)
	all
Notes previously authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306 and (ii) Notes that have been subject to defeasance under Article Thirteen) have been delivered to the Trustee or any Paying Agent for cancellation; or



	(B)
	all
such Notes not previously delivered to the Trustee or any Paying Agent for cancellation have become due and payable and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes not delivered to the Trustee or any Paying Agent for
cancellation, for principal (and premium, if any), interest, Special Interest, if any, and Additional Amounts, if any, to the date of such deposit (in the case of Notes which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be; or






	(2)
	the
Company has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantors; and 


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	(3)
	the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, in form and substance satisfactory to the Trustee, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 




        Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge. 


402. Application of Trust Money  


        Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee. 


ARTICLE FIVE  


 REMEDIES  


501. Events of Default  


        "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 


	(1)
	default
for 30 days in the payment when due of interest or Special Interest, if any, or Additional Amounts, if any, on the Notes, whether or not such payment is prohibited or
restricted by any applicable law or regulation;



	(2)
	default
in payment when due of the principal of or premium, if any, on the Notes, whether or not such payment is prohibited or restricted by any applicable law or regulation;



	(3)
	failure
by the Company or any of its Restricted Subsidiaries to comply with the provisions of Article Eight or Sections 1008, 1009, 1011, 1012, 1014, 1015, 1016 or 1024 or otherwise
take any action which is not permitted by or omit to take any action which is required by such Article or any such Section whether or not required or compelled to do so by or upon the direction of the
holders of the Company's Share Capital or otherwise;



	(4)
	failure
by the Company or any of its Restricted Subsidiaries for 30 days after notice from the Trustee or the Holders of at least 25% in principal amount of the then
Outstanding Notes to comply with any of the covenants or agreements in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is dealt with specifically
elsewhere in this Section);



	(5)
	default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or
any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its 


51







 

Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: 


	(a)
	is
caused by a failure to pay principal of or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default"); or



	(b)
	results
in the acceleration of such Indebtedness prior to its Stated Maturity, 



and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates SEK
40,000,000 or more; 



	(6)
	failure
by the Company or any of its Restricted Subsidiaries to pay judgments aggregating in excess of SEK 40,000,000, which judgments are not paid, discharged or stayed for a period
of 60 days; and



	(7)
	any
Note Guarantee shall cease to be in full force and effect for any reason (other than the release of a Note Guarantee in accordance with its terms and the other terms of this
Indenture or the satisfaction in full of all obligations hereunder) or shall be declared invalid or unenforceable, or any Guarantor shall repudiate, deny or disaffirm any of its material obligations
hereunder;



	(8)
	any
Guarantor Intercompany Loan shall cease to be in full force and effect for any reason (other than the repayment in full thereof) or shall be declared invalid or unenforceable, or
Swebus AB or Swebus Busco AB shall repudiate, deny or disaffirm any of their respective material obligations thereunder;



	(9)
	any
default by the Company, any Guarantor or any subsidiary of any Guarantor in the performance of its obligations under the Security Documents (after the lapse of any applicable
grace periods and the giving of any required notice) which materially adversely affects the enforceability, validity, perfection or priority of the Trustee's or Security Trustee's Lien on the
Collateral as set out in the Security Documents or which adversely affects the condition or value of the Collateral, in either case taken as a whole, in any material respect, disaffirmation by the
Company, any Guarantor or any subsidiary of any Guarantor of its obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or
invalid against the Company, any Guarantor or any subsidiary of any Guarantor as to a material portion of the Collateral for any reason;



	(10)
	any
default by Swebus AB or Swebus Busco AB under the Guarantor Intercompany Loan to which it is a party;



	(11)
	the
entry by a court having jurisdiction of:



	(a)
	a
decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable Insolvency Law in connection
with the insolvency of the Company or such Significant Subsidiary, or



	(b)
	a
decree or order adjudging the Company or any such Significant Subsidiary or any Parent Company a bankrupt or insolvent under any applicable Insolvency Law, or appointing a
custodian, receiver, liquidator, assignee, trustee, reconstructor, sequestrator or other similar official of the Company or any such Significant Subsidiary or any Parent Company or of any substantial
part of the property of the Company or any such Significant Subsidiary or any Parent Company, or ordering the winding up or liquidation of the affairs of the Company or any such Significant Subsidiary
or any Parent Company, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 





52







 




	(12)
	the
commencement by the Company or any of its Significant Subsidiaries or any Parent Company of a voluntary case or proceeding under any applicable Insolvency Law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any such Significant Subsidiary or any Parent Company to the entry of a decree or order for relief in
respect of the Company or any such Significant Subsidiary or any Parent Company in an involuntary case or proceeding under any applicable Insolvency Law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company or any such Significant Subsidiary or any Parent Company, or the filing by the Company or any such Significant Subsidiary or any Parent Company of a
petition or answer or consent seeking reorganization or relief under any applicable Insolvency Law, or the consent by the Company or any such Significant Subsidiary or any Parent Company to the filing
of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, reconstructor, sequestrator or similar official of the Company or any such
Significant Subsidiary or any Parent Company or of any substantial part of the property of the Company or any such Significant Subsidiary or any Parent Company, or the seeking or making by the Company
or any such Significant Subsidiary or any Parent Company of a composition with its creditors, an assignment for the benefit of creditors generally, or the admission by the Company or any such
Significant Subsidiary or any Parent Company in writing of its inability to pay its debts generally as they become due. 



502. Acceleration of Maturity; Rescission and Annulment  


	(1)
	If
an Event of Default (other than an Event of Default specified in Section 501(11) or Section 501(12) occurs and is continuing, then and in every such case the Trustee
or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare the principal amount of all Notes to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), and upon any such declaration such principal and any accrued interest and any other amounts due thereon shall become immediately due and payable.
If an Event of Default specified in Section 501(11) or Section 501(12) occurs with respect to the Company, any Parent Company, any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, then the principal of and any accrued
interest and any other amounts due on the Notes then Outstanding shall ipso facto become immediately due and payable without any declaration, notice or
other Act on the part of the Trustee or any Holder.



	(2)
	At
any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of such Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:



	(a)
	the
Company has paid or deposited or caused to be paid or deposited with the Trustee a sum sufficient to pay:



	(i)
	all
overdue interest on such Outstanding Notes;



	(ii)
	the
unpaid principal of (and premium, if any, on) any such Notes which have become due otherwise than by such declaration of acceleration (including any such Notes
required to have been purchased on the Purchase Date pursuant to an Offer to Purchase made by the Company) and, to the extent that payment of such interest is lawful, interest thereon at the rate
provided by such Notes;



	(iii)
	to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided by such Notes; 








53







 


	(iv)
	all
sums paid or advanced by the Trustee hereunder, or the Security Trustee under the Security Documents, and the reasonable compensation, expenses, disbursements and
advances of the Trustee and the Security Trustee, and their respective agents and counsel; and






	(b)
	all
Events of Default, other than the non-payment of the principal of such Notes which have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513. 




No
such rescission shall affect any subsequent default or impair any right consequent thereon. 



	(3)
	In
the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of
the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of this Indenture or the Notes, an equivalent
premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 



503. Collection of Indebtedness and Suits for Enforcement by Trustee  


        The Company covenants that if 


	(1)
	default
is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or



	(2)
	default
is made in the payment of the principal of (or premium, if any, on) any Note at the Stated Maturity thereof or, with respect to any Note required to have been purchased
pursuant to an Offer to Purchase made by the Company, at the Purchase Date thereof, 



the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any)
and interest and any other amounts due thereon, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on
any overdue interest, at the rate provided by such Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee and the Security Trustee, and their respective agents and counsel. 


        If
the Company fails to pay such amounts immediately upon such demand, the Trustee, in its own name and as trustee of an express trust may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, the Guarantors, or any other obligor upon such Notes
and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, the Guarantors, or any other obligor upon the Notes, wherever situated. 


        If
an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy, including enforcing, or directing the Security Trustee to enforce, its rights under the Security Documents. 



        The
Trustee shall not be bound to institute any proceedings or take any other actions described in the two preceding paragraphs of this Section 503 unless (a) it shall have
been so directed by the Holders of a majority in aggregate principal amount of the Outstanding Notes pursuant (and subject) to Section 512 and (b) it shall have received an indemnity
satisfactory to it against the costs, expenses, and liabilities to be incurred in compliance with such direction. 


54









   504. Trustee May File Proofs of Claim  


        In case of any judicial proceeding relative to the Company, any Guarantor (or any other obligor upon the Notes), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 


        No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or any Note Guarantee or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 


505. Trustee May Enforce Claims Without Possession of Notes  


        All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought, in its own name, as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amount due to the Trustee under
Section 607, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered. 


506. Application of Money Collected  


        Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid: 



	        	 	FIRST:	 	To the payment of all amounts due to the Security Trustee under the Security Documents and then to the payment of all amounts due to the Trustee under Section 607.
	

 	
 	

SECOND:	
 	

To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, Special Interest, if any, Additional Amounts, if any and any other amounts due on such Notes in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, Special Interest if any, Additional Amounts, if any, and any other
amounts due, respectively.
	

 	
 	

THIRD:	
 	

The balance, if any, to the Company (without prejudice to, or liability in respect of, any question as to how such payment to the Company shall be dealt with as between the Company and any other Person) or to such party as a court of competent
jurisdiction shall direct in writing.




55







 

507. Limitation on Suits  


        No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless 


	(1)
	such
Holder has previously given written notice to the Trustee of a continuing Event of Default;



	(2)
	the
Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;



	(3)
	such
Holder or Holders have offered to the Trustee an indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;



	(4)
	the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and



	(5)
	no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of
the Outstanding Notes, 



it
being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders. 


508. Unconditional Right of Holders to Receive Principal, Premium and Interest  


        Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 307) interest on, or any other amounts payable under, such Note on the respective Stated Maturities expressed in such Note (or, in the
case of redemption, on the Redemption Date or, in the case of an Offer to Purchase made by the Company and required to be accepted as to such Note, on the Purchase Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 


509. Restoration of Rights and Remedies  


        If the Trustee, Security Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee, Security Trustee or to such Holder then, and in every such case, subject to any determination in such
proceeding, the Company, the Guarantors, the Trustee, Security Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee, Security Trustee and the Holders shall continue as though no such proceeding had been instituted. 


510. Rights and Remedies Cumulative  


        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee, Security Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in 


56







 



equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


511. Delay or Omission Not Waiver  


        No delay or omission of the Trustee, Security Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee, Security Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, Security Trustee or by the Holders, as the case may be. 


512. Control by Holders  


        Subject to Section 503, the Holders of a majority in aggregate principal amount of the Outstanding Notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or Security Trustee or both or exercising any trust or power conferred on the Trustee or Security Trustee or both
(without any liability on its part) provided that 


	(1)
	such
direction shall not be in conflict with any rule of law or with this Indenture, and



	(2)
	the
Trustee and Security Trustee may take any other action deemed proper by the Trustee and Security Trustee, respectively, which is not inconsistent with such direction. 




513. Waiver of Past Defaults  


        The Holders of not less than a majority in principal amount of the Outstanding Notes may, on behalf of the Holders of all of the Notes, waive any past default
hereunder and its consequences, except a default 


	(1)
	in
the payment of the principal of (or premium, if any) or interest or any other amounts due on any such Note (including any Note which is required to have been purchased pursuant to
an Offer to Purchase which has been made by the Company) except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver
of the payment default that resulted from such acceleration, or



	(2)
	in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each such Outstanding Note affected. 



        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. 



514. Undertaking for Costs  


        In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee and/or Security Trustee for any action taken,
suffered or omitted by it as Trustee or Security Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any
such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, that neither this Section nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, any Guarantor, the Trustee, the Security Trustee, any
Holder or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or any Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest or any other amounts due on any Note on or after the respective Stated Maturities expressed 


57







 



in
such Note (or in the case of redemption, on or after the Redemption, on or after the Redemption Date or in the case of an Offer to Purchase made by the Company and required to be accepted as to
such Note, on the Purchase Date). 



515. Waiver of Stay or Extension Laws  


        The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power or right herein granted to the Trustee, the Security Trustee or the Holders, but will suffer and permit the execution of every such power or right as though no
such law had been enacted. 


ARTICLE SIX  


 THE TRUSTEE  


601. Certain Duties and Responsibilities  


        The duties and responsibilities of the Trustee shall include those provided by the Trust Indenture Act and those set forth in this Indenture. Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it, it being understood and agreed that the Trustee shall not be required to advance its own funds in connection with its duties and responsibilities as Trustee. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section. 


        Under
no circumstances will the Trustee be liable to the Company for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility
of such loss or damage. 


        The
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee. 


602. Notice of Defaults  


        Within 60 days after a Responsible Officer in the Corporate Trust Office of the Trustee has been notified in accordance with Section 105 hereof of
the occurrence of any Default hereunder, the Trustee shall transmit by mail to each Holder affected by such event, at his address as it appears in the Note Register, and to the Security Trustee,
notice of such Default hereunder unless such Default shall have been cured or waived; provided, however, that in the case of any Default of the
character specified in Section 501(4), no such notice to Holders and to the Security Trustee shall be given until at least 30 days after the occurrence thereof. 


58








 



603. Certain Rights of Trustee  


        Subject to the provisions of Section 601: 



	(a)
	the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties, whether such document is in original or facsimile form;



	(b)
	any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the board of directors may be sufficiently evidenced
by a Board Resolution;



	(c)
	whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate or an Opinion of Counsel;



	(d)
	the
Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



	(e)
	the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or an indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;



	(f)
	the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its sole and absolute discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation
except for liability resulting from the Trustee's willful misconduct, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;



	(g)
	the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;



	(h)
	the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture, except in case of negligence or bad faith; and



	(i)
	the
Trustee shall not be liable for any action or inaction on the part of the Security Trustee under or in respect of the Security Documents.



	(j)
	the
Trustee shall have no duty to inquire as to the performance of the covenants of the Company in Article 10 hereof;



	(k)
	the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of 



59







 


any
event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; 



	(l)
	the
Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture;



	(m)
	in
the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more Holders or groups of Holders, each representing less than a majority in aggregate
principal amount of the Notes then outstanding, each pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken;



	(n)
	the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence
or wilful default; and



	(o)
	the
Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person as so authorized in any such certificate
previously delivered and not superseded. 




604. Not Responsible for Recitals or Issuance of Notes  


        The recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall
not be accountable for the use or application by the Company of Notes or the proceeds thereof. 


605. May Hold Notes  


        The Trustee, the Security Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Notes and, subject to Sections 608 and 613, may otherwise deal with the Company and any Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent. 



606. Money Held in Trust  


        Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed with the Company in writing. 


607. Compensation and Reimbursement  


        The Company agrees: 


	(1)
	to
pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Company and the Trustee shall agree in writing (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust);



	(2)
	to
pay the reasonable fees and expenses of the Trustee's counsel in connection with reviewing, revising, executing and delivering this Indenture and related documentation on the date
of execution hereof, and upon executing any amendments or supplements hereto; 


60







 
	(3)
	to
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or
the Security Documents (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to
its negligence or bad faith; and



	(4)
	to
indemnify the Trustee (which, for the purposes of this Section 607, shall include the Trustee's directors, officers, employees and agents) for, and to hold it harmless
against, any loss, liability, cost, claim or expense incurred without negligence or bad faith on its part, arising out of (directly or indirectly) or in connection with the acceptance or
administration of this trust and the performance of any duty or obligation imposed upon it herein or in the Security Documents or by reason of the issuance of the Notes, including the costs and
expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or under the Security Documents.



	(5)
	When
the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(11) or (12), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Insolvency Law.



	(6)
	This
Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. 



608. Disqualification; Conflicting Interests  


        If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such conflicting
interest within 90 days, apply to the Commission for permission to continue as trustee in respect of the Notes or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. 



609. Corporate Trustee Required; Eligibility  


        There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and its Corporate Trust Office in the Borough of Manhattan, The City of New York. If such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article. 


610. Resignation and Removal; Appointment of Successor  


	(1)
	No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor
Trustee under Section 611.



	(2)
	The
Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


61







 
	(3)
	The
Trustee may be removed at any time on at least 10 days prior notice by Act of the Holders of a majority in principal amount of the Outstanding Notes, delivered to the
Trustee and to the Company.



	(4)
	If
at any time:



	(a)
	the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six
months, or



	(b)
	the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or



	(c)
	the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 






then,
in any such case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Note for at
least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If
an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the retiring Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee. 



	(5)
	If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, immediately upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee.



	(6)
	The
Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 




611. Acceptance of Appointment by Successor  


        Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. Upon request
of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts. 


        No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 


62









   612. Merger, Conversion, Consolidation or Succession to Business  


        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. In case any of the Notes shall not have been
authenticated by such predecessor Trustee, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases
such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee; provided
however that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation. 


613. Preferential Collection of Claims Against Company  


        If and when the Trustee shall be or become a creditor of the Company or of any Guarantor (or any other obligor upon the Notes), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims against the Company or any Guarantor (or any such other obligor). 



614. Appointment of Authenticating Agent  


        The Trustee may appoint an Authenticating Agent or Authenticating Agents which shall be authorized to act on behalf of the Trustee to authenticate Notes issued
upon original issue and upon exchange, registration of transfer or partial redemption or pursuant to Section 306, and Notes so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. 


        Wherever
reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America or any State thereof or the
District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority in respect of an Authenticating Agent in the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 


        Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate 


63







 



agency
or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 


        An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 



        The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607. 


        If
an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of
authentication in the following form: 


        This is one of the Notes described in the within-mentioned Indenture. This Note is duly authenticated without recourse, warranty or
liability.



	 	 	 	 	 	 	 	[NAME OF TRUSTEE]
	Dated:	 	 	 	 	 	 	 
	 	 	
	 	 	 
	

 	
 	

By	
 	

 	

,	
 	

 
	 	 	 	 	
	 	 	 
	 	 	As Trustee	 	 	 
	

 	
 	

By	
 	

 	

,	
 	

 
	 	 	 	 	
	 	 	 
	 	 	As Authenticating Agent	 	 	 
	

 	
 	

By	
 	

 	

 	
 	

 
	 	 	 	 	
	 	 	 
	 	 	Authorized Signatory

	 	 	 





615. Trustee's Application for Instructions from the Company  


        Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken
or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken
by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days
after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless before taking any such action (or the
effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 


64







 


ARTICLE SEVEN  


 HOLDERS' LISTS AND REPORTS BY TRUSTEE  


701. Company to Furnish Trustee Names and Addresses of Holders  


        The Company will furnish or cause to be furnished to the Trustee: 


	(1)
	semi-annually,
not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the
Holders as of such date, and



	(2)
	at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date
not more than 15 days before the time such list is furnished; 



excluding from any such list names and addresses received by the Trustee in its capacity as Note Registrar. 


702. Preservation of Information; Communications to Holders  


	(1)
	The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.



	(2)
	The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes and the corresponding rights and duties of the Trustee,
shall be as provided by the Trust Indenture Act.



	(3)
	Every
Holder of Notes, by receiving and holding the same, agrees with the Company, the Guarantors and the Trustee that neither the Company, the Guarantors nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act. 



703. Reports by Trustee  


	(1)
	The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.



	(2)
	A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Notes are listed, with the Commission
and with the Company. The Company will notify the Trustee when the Notes are listed on any stock exchange (and provide the address of such stock exchange) or delisted therefrom. 




704. Officer's Certificate with Respect to Change in Interest Rates  


        Within five days after any Step-Up or Additional Step-Up or Step-Down Date, the Company shall deliver an Officer's Certificate
to the Trustee stating the interest rate thereupon in effect for the Outstanding Notes (if any are Outstanding) and the date on which such rate became effective. 


65







 


ARTICLE EIGHT  


 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  


801. Company and Guarantors May Consolidate, Etc. Only on Certain Terms  


	(1)
	The
Company may not, directly or indirectly: (i) merge or consolidate with or into another Person (whether or not the Company is the surviving corporation); or
(ii) sell, assign, transfer, lease, convey, demerge or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey, demerge or
otherwise dispose of) all or substantially all of the Company's properties and assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries), in one or more
related transactions, to another Person unless:



	(a)
	either



	(i)
	the
Company is the surviving corporation; or



	(ii)
	the
Person formed by or surviving any such consolidation or merger (if other than the Company) or which acquires by sale, assignment, transfer, lease, conveyance,
demerger or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Receiving Entity"):



	(A)
	is
a corporation organized and validly existing under the laws of Sweden, the United States (or any state thereof) or any member state of the European Union (as comprised at the Issue
Date); and



	(B)
	expressly
assumes all the obligations of the Company under the Notes, the Indenture, the Registration Rights Agreement and each Security Document to which the Company is a party
pursuant to agreements reasonably satisfactory to the Trustee;









	(b)
	immediately
after giving effect to such transaction and the assumption contemplated by clause (a) above (including giving effect to any Indebtedness and Acquired Indebtedness
incurred or anticipated to be incurred in connection with or in respect of such transaction), on a pro forma basis the Company or such Receiving Entity, as the case may be, (i) will have a
Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii)(A) will be able to incur at least SEK 1.0 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1008(1) or (B) will have a Fixed Charge Coverage Ratio for its most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction, determined on a pro forma basis as if such
transaction had occurred (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction) at the
beginning of such four-quarter period, greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction;



	(c)
	consummation
of such transaction will not conflict with or result in a breach or violation of the terms of, or constitute a default under, or result in the expiration, termination or
loss of, any lease, transportation agreement, license, permit, concession or other contract or governmental or quasi-governmental approval which, individually or in the aggregate, would have a
material adverse effect on the Company and its Restricted Subsidiaries taken as a whole;



	(d)
	immediately
before and immediately after giving effect to such transaction and the assumption contemplated by paragraph (a) above (including, without limitation, on a pro forma
basis giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be 





66







 


incurred
and any Lien granted in connection with or in respect of such transaction, and the expiration, termination or loss or anticipated expiration, termination or loss, of any lease, transportation
agreement, license, permit, concession or other contract or governmental or quasi-governmental approval as a result of the consummation of such transaction), no Default or Event of Default shall have
occurred and be continuing; and 



	(e)
	the
Company (if the surviving entity) or the Receiving Entity, as the case may be, has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each in form and
substance satisfactory to the Trustee and each stating that such merger or consolidation, or such sale, assignment, transfer, lease, conveyance, demerger or other disposition, as the case may be, and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in
this Indenture relating to such transaction have been satisfied.






	(2)
	The
Company shall not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person
(other than the Company or another Subsidiary Guarantor) or sell, assign, convey, transfer, lease, demerge or otherwise dispose of all or substantially all of its properties and assets to any Person
or group of Persons (other than the Company or another Subsidiary Guarantor), or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such
transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease, demerger or disposition of all or substantially all of the properties and
assets of such Subsidiary Guarantor and its Restricted Subsidiaries, on a consolidated basis, to any other Person or group of Persons (other than the Company or another Subsidiary Guarantor), unless
at the time of the transaction and after giving effect thereto:



	(a)
	either:



	(i)
	the
Subsidiary Guarantor will be the surviving corporation; or



	(ii)
	the
Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by
sale, assignment, conveyance, transfer, lease, demerger or disposition all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries on a
consolidated basis (the "Receiving Guarantor Entity"): (A) is a corporation organized and validly existing under the laws of Sweden, Norway, Finland, the United States (or any state thereof) or
any member of the EU on the date of the Indenture; and (B) such Person expressly assumes all the obligations of such Subsidiary Guarantor under the Notes, this Indenture, the Registration
Rights Agreement and each Security Document to which such Subsidiary Guarantor is a party, pursuant to agreements reasonably satisfactory to the Trustee.






	(b)
	immediately
before and immediately after giving effect to such transaction on a pro forma basis no Default or Event of Default shall have occurred and be continuing; and



	(c)
	at
the time of the transaction, the Subsidiary Guarantor or the Receiving Guarantor Entity, as the case may be, shall have delivered, or caused to be delivered, to the Trustee, in
form and substance satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease,
demerger or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been
complied with; 






provided, however, that this paragraph shall not apply to any Subsidiary Guarantor whose Note Guarantee is unconditionally released and discharged in
accordance with Section 1206. 


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	(3)
	Clause (1)
and (2) of this Section will not apply to a sale, assignment, transfer, conveyance, demerger or other disposition of assets between or among the Company and
any of its Wholly Owned Restricted Subsidiaries. 





802. Successor Substituted  


	(1)
	If
any transaction (other than a lease) described in and complying with the conditions listed in clause (1) of Section 801 occurs and the Company is not the surviving
corporation, upon the assumption contemplated by clause (1)(a)(ii)(B), the Receiving Entity shall succeed to, and be substituted for, and may exercise every right and power of, and shall assume
and be bound to perform all obligations and covenants of, the Company under this Indenture, the Notes, the Registration Rights Agreement and each Security Document to which the Company is a party and
thereafter the Company will, except in the case of such a lease of assets, be discharged from all its obligations and covenants under this Indenture and the Notes.



	(2)
	If
any transaction (other than a lease) described in and complying with the conditions listed in clause (2) of Section 801 occurs in respect of a Subsidiary Guarantor,
and such Subsidiary Guarantor is not the surviving corporation, upon the assumption contemplated by clause (2)(a)(ii)(B), the Receiving Guarantor Entity shall succeed to, and be substituted
for, and may exercise every right and power of, and shall assume and be bound to perform all obligations and covenants of, such Subsidiary Guarantor under this Indenture, the Notes, the Registration
Rights Agreement and each Security Document to which such Subsidiary Guarantor is a party and thereafter such Subsidiary Guarantor will, except in the case of such a lease of assets, be discharged
from all its obligations and covenants under this Indenture and the Notes. 


ARTICLE NINE  


 SUPPLEMENTAL INDENTURES  


901. Supplemental Indentures Without Consent of Holders  


        Without the consent of any Holders, the Company, when authorized by a Board Resolution, for itself and on behalf of each Guarantor, and the Trustee, at any time
and from time to time, may enter into
one or more indentures supplemental hereto, or amendments to the Security Documents, in form and substance satisfactory to the Trustee, for any of the following purposes: 



	(a)
	to
add to the covenants of the Company or any Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or any Guarantor;



	(b)
	to
comply with any requirements of the Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act;



	(c)
	to
cure any ambiguity, to correct or to supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture or any Security Document which shall not be inconsistent with the provisions of this Indenture or such Security Document, as the case may be,  provided
such action pursuant to this Clause (c) shall not adversely affect the interests of the Holders in any material respect;



	(d)
	to
modify the restrictions on and procedures for resales and other transfers of Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in
practices relating to the resale or transfer of restricted securities generally;



	(e)
	to
provide for uncertificated Notes in addition to or in place of certificated Notes; 



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	(f)
	to
provide for the assumption of the Company's or a Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale or other disposition of all or
substantially all of the Company's or such Guarantor's assets;



	(g)
	to
add any Guarantor or to secure the Notes or any Note Guarantee or to make any change that would provide any additional rights or benefits to the Holders or that does not adversely
affect the legal rights under this Indenture of any such Holder; or



	(h)
	to
provide for the issuance of Additional Notes in accordance with this Indenture. 




902. Supplemental Indentures with Consent of Holders  


        With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes) by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, for itself and on behalf
of each Guarantor, and the Trustee may enter into an indenture or indentures supplemental hereto or an amendment to any Security Document for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or such Security Document or of modifying or amending in any manner the rights of the Holders under this Indenture or such Security
Document; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, 



	(a)
	change
the Stated Maturity of the principal of, or any installment of interest (including Special Interest) or Additional Amounts on, any Note, or reduce the principal amount thereof
or the rate of interest (including Special Interest) thereon or Additional Amounts or any premium payable thereon, or change the place of payment where, or the coin or currency in which, any Note or
any premium or the interest (including Special Interest) thereon or Additional Amounts is payable (except as may be required by changes in current tax or other laws), or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of an Offer to Purchase which has
been made, on or after the applicable Purchase Date);



	(b)
	reduce
the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;



	(c)
	modify
any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Note affected thereby;



	(d)
	following
the mailing of an Offer with respect to an Offer to Purchase pursuant to Section 1014 or 1015, modify the provisions of this Indenture with respect to such Offer to
Purchase in a manner adverse to such Holder; or waive a redemption payment with respect to any Note (other than a payment required by Article Eight or Section 1014) or alter the provisions of
this Indenture or the Notes with respect to the redemption of the Notes (other than provisions relating to the redemption of Notes at the option of the Company);



	(e)
	amend,
change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and
consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; 



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	(f)
	amend,
change or modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner which adversely
affects the Holders;



	(g)
	amend
or modify the provisions of Section 1018 or the corresponding provisions of the Notes;



	(h)
	release
any Guarantor from any of its obligations under any Note Guarantee, except in accordance with the terms of this Indenture;



	(i)
	amend,
change or modify any provision of any Security Document, or any provision of this Indenture relating to the Collateral, in a manner that materially adversely affects the
interests of the Holders, except in accordance with this Indenture; or



	(j)
	make
any change in the preceding amendment and waiver provisions. 






        It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 



903. Execution of Supplemental Indentures  


        In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture or such amendment is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment
which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 



904. Effect of Supplemental Indentures  


        Upon the execution of any supplemental indenture or amendment to a Security Document under this Article, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder previously or thereafter authenticated and delivered hereunder, and each Guarantor, shall
be bound thereby. 


905. Conformity with Trust Indenture Act  



        Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 


906. Reference in Notes to Supplemental Indentures  


        Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes. 


70










   ARTICLE TEN  


 COVENANTS  


1001. Payment of Principal, Premium and Interest  



        The Company will duly and punctually pay the principal of (and premium, if any) and interest and any other amounts due on the Notes in accordance with the terms
of the Notes and this Indenture. 


1002. Maintenance of Office or Agency  


        The Company will maintain in the Borough of Manhattan, The City and State of New York, in London, England and, for so long as the Notes shall be listed on the
Luxembourg Stock Exchange, in Luxembourg an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company or any Guarantor in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company and each Guarantor hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York, the United States of America, in
London, England and, for so long as the Notes shall be listed on the Luxembourg Stock Exchange, in Luxembourg) where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, in London, England and, for so long as the Notes shall be listed on the Luxembourg Stock Exchange, in Luxembourg for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 



1003. Money for Note Payments to be Held in Trust  


        The Company shall not at any time act as its own Paying Agent. 


        The
Company shall, before 10:00 a.m. (London time), one Business Day before each due date of the principal of (and premium, if any) or interest or any other amounts due on any
Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest or any other amounts due so becoming due, such sum to be held in trust by such Paying Agent
for the benefit of the Persons entitled to such principal, premium or interest or any other amounts due, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee and
the Paying Agent of its action or failure so to act. 


        The
Company shall before 10:00 a.m. (London time) on the second Business Day prior to the day on which it makes payment to the Paying Agent procure that the bank effecting payment
for it confirms by tested telex or SWIFT MT 100 message to the Paying Agent the payment instruction relating to such payment. 


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        The
Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will: 



	(a)
	hold
all sums held by it for the payment of the principal of (and premium, if any) or interest or any other amounts due on Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;



	(b)
	give
the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest or any other
amounts due on the Notes; and



	(c)
	at
any time during the continuance of any such default, upon the written request of the Trustee, immediately pay to the Trustee all sums so held in trust by such Paying Agent. 




        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 


        Any
money deposited with the Trustee or any Paying Agent in trust for the payment of the principal of (and premium, if any) or interest or any other amounts due on any Note and remaining
unclaimed for two years after such principal (and premium, if any) or interest or any other amount due has become due and payable shall be paid to the Company on Company Order; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a leading newspaper having a general circulation in New York City, a leading newspaper having a general circulation in London, and, if the Notes are listed on
the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a newspaper having a general circulation in Luxembourg), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 


1004. Existence  


        Subject to Article Eight, each of the Company and the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises; provided, however, that the Company and each Guarantor shall not be required to preserve
any such right or franchise if its board of directors in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company, or such
Guarantor, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Holders. 


1005. Maintenance of Properties  


        The Company shall cause all properties used or useful in the conduct of its business or the business of any Restricted Subsidiary of the Company to be maintained
and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith 


72







 



may
be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing
the operation or maintenance of any of such properties if such discontinuance is, as determined by its board of directors in good faith, desirable in the conduct of its business or the business of any
Restricted Subsidiary and not disadvantageous in any material respect to the Holders. 


1006. Payment of Taxes and Other Claims  


        The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon Holding, the Company or any of its Restricted Subsidiaries or upon the income, profits or property of Holding, the Company or any of its Restricted Subsidiaries, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company, Holding, or any of its Restricted Subsidiaries;  provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 


1007. Maintenance of Insurance  


        The Company shall, and shall cause its Restricted Subsidiaries to, keep insurance with insurers believed by the Company to be responsible of such type and in such
amounts as the Company reasonably believes are customary for similar companies. 


1008. Limitation on Indebtedness and Issuance of Disqualified Share Capital and Preferred Shares  


	(1)
	The
Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Share Capital;
provided, however, that if no Default or Event of Default will have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness or the issuance of any such
Disqualified Share Capital (or if such Event of Default does exist, such Event of Default is cured concurrently with such incurrence or issuance, as the case may be), (1) the Company may incur
Indebtedness or issue Disqualified Share Capital, and (2) any Subsidiary Guarantor, other than Swebus Busco AB, may incur Indebtedness if such Indebtedness is (A) Indebtedness
represented by a Revolving Credit Facility, (b) Indebtedness represented by Capital Lease Obligations, (C) Indebtedness represented by purchase money obligations or (D) Acquired
Indebtedness, in the case of both of (1) and (2) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Share Capital is issued would have been at least 2.25 to 1.0, determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Share Capital had been issued, as the
case may be, at the beginning of such four-quarter period. In computing the Fixed Charge Coverage Ratio for the purpose of this clause (1), the Company shall use audited financial
statements for the portions of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements based on the books and records
of the Company for the remaining portion of such period. The Company will be permitted to rely in good faith on the financial and other data derived from its books and records that are available on
the date of determination in preparing such unaudited financial statements. If the Company incurs Indebtedness that, at the time of Incurrence, would in the good faith determination of the Company be
permitted under the 


73







 

requirements
of this Indenture, such Indebtedness will be deemed to have been Incurred in compliance with this Indenture notwithstanding any adjustments made in good faith to the Company's financial
statements after such Indebtedness is incurred which effect the Fixed Charge Coverage Ratio for any period; provided, however, that any such adjustments will be taken into account in computing the
Fixed Charge Coverage Ratio in respect of any subsequent Incurrence of Indebtedness. 



	(2)
	So
long as no Default or Event of Default will have occurred and be continuing or would be caused thereby, clause (1) of this Section 1008 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):



	(a)
	the
incurrence by the Company and its Restricted Subsidiaries that are Subsidiary Guarantors of Indebtedness under a Revolving Credit Facility (and any guarantees in respect thereof)
in an aggregate principal amount at any time outstanding not to exceed SEK 100,000,000 (with letters of credit and bank guarantees being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Restricted Subsidiaries thereunder), less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Subsidiaries since the
Issue Date to repay any such revolving credit Indebtedness pursuant to Section 1014;



	(b)
	the
incurrence by the Company of Indebtedness represented by the Original Notes and the Exchange Notes issued in exchange therefore (other than Additional Notes) and Indebtedness of
Guarantors pursuant to their Note Guarantees;



	(c)
	the
incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by (a) Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment or buses or other vehicles used in the
business of the Company or such Restricted Subsidiary and (b) Attributable Debt in respect of Sale and Leaseback Transactions, in an aggregate principal amount for both clauses (a) and
(b) not to exceed SEK 100,000,000 at any time outstanding;



	(d)
	the
incurrence by the Company and its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or
replace, Indebtedness (other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries) that was permitted by this Indenture to be incurred under
clause (1) of this Section 1008 or sub-clauses (b) or (n) of this paragraph;



	(e)
	the
incurrence by the Company or any Subsidiary Guarantor of intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries; provided,
however, that (a) if the Company or a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or
a Wholly Owned Restricted Subsidiary that is a Guarantor thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned
Restricted Subsidiary that is a Subsidiary Guarantor thereof; shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case
may be, that was not permitted by this clause (e);



	(f)
	the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to
any floating rate Indebtedness, or fixing or hedging foreign currency exchange rate risk with 





74







 


respect
to any Indebtedness, in each case that is permitted by the terms of this Indenture to be outstanding; 



	(g)
	the
guarantee by the Company of Indebtedness of a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section;



	(h)
	the
incurrence by the Company or any Subsidiary Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (h), not to exceed SEK 45,000,000;



	(i)
	the
accrual of interest, the accretion or amortization of original issue discount, the capitalization of interest, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms as the Indebtedness on which such interest accrued, and the payment of dividends on Disqualified Share Capital in the form of additional shares of the same
class of Disqualified Share Capital, provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;



	(j)
	the
incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries representing or comprising Obligations under performance and surety bonds provided by the Company
or any of its Restricted Subsidiaries in the ordinary course of business;



	(k)
	the
incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries represented by letters of credit, bankers' acceptances, surety bonds, performance bonds or similar
instruments for the account of the Company or such Restricted Subsidiary, as the case may be, in order to provide for security for workers' compensation claims, payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business;



	(l)
	the
incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries arising from agreements either providing for indemnification, adjustment of purchase price, earn
out or other similar obligations, in each case incurred or assumed in connection with the disposition of any business or assets of the Company or a Restricted Subsidiary of the Company or the
disposition of a Restricted Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of
financing such acquisition, provided, however, that the maximum assumable liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by the Company and
its Restricted Subsidiaries in connection with such disposition;



	(m)
	Guarantees
by any Restricted Subsidiary made in compliance with Section 1017; and



	(n)
	Indebtedness
of the Company represented by the Subordinated Shareholder Loan.






	(3)
	If
any Non-Recourse Debt of an Unrestricted Subsidiary ceases to be Non-Recourse Debt, such event will be deemed to constitute an incurrence of Indebtedness by
a Restricted Subsidiary of the Company.



	(4)
	For
purposes of determining compliance with this Section 1008, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (a) through (n) above, or is entitled to be incurred pursuant to clause (1) of this Section 1008, the Company (i) will be
permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 1008 and (ii) may from time to time reclassify such item of
Indebtedness in any manner that complies with this Section 1008, in each case without duplication. 


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	(5)
	For
purposes of determining compliance with any Swedish Kronor denominated restriction on the incurrence of Indebtedness denominated in another currency, the SEK principal amount of
all Indebtedness will be calculated in accordance with Section 116 based on the relevant currency exchange rate in effect on the date of such incurrence; provided
that, if any Indebtedness denominated in a currency other than SEK is subject to a currency hedging agreement covering all principal, premium, if any, and interest payable on
such Indebtedness, the amount of such Indebtedness expressed in SEK will be as provided in such currency hedging agreement. The principal amount of any Indebtedness incurred to refinance other
Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated in accordance with Section 116 based on the currency exchange rate in effect on the
date of such refinancing applicable to the currencies in which such respective Indebtedness is denominated. 




1009. Limitation on Restricted Payments  


	(1)
	The
Company shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:



	(a)
	declare
or pay any dividend or make any other payment or distribution on account of or with respect to the Company's or any of its Restricted Subsidiaries' Equity Interests
(including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Share Capital)
of the Company or payable to the Company or by a Wholly Owned Restricted Subsidiary of the Company to another Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor);



	(b)
	purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) any Equity Interests of the Company or of any direct or indirect parent of the Company or of any Restricted Subsidiary of the Company or of any Unrestricted Subsidiary of the Company
(other than any Equity Interests of any Restricted Subsidiary owned by the Company or any Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor);



	(c)
	make
any payment on account of or with respect to, or purchase, redeem, defease, prepay, decrease or otherwise acquire or retire for value any Indebtedness that is subordinated in
right of payment to the Notes, except a payment of interest or principal at the Stated Maturity thereof; or



	(d)
	make
any Restricted Investment (all such payments and other actions set forth, but not excluded from, in clauses (a) through (d) above being collectively referred to as
"Restricted Payments"), 







unless,
at the time of and after giving effect to such Restricted Payment: 


	(x)
	no
Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and



	(y)
	the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least SEK 1.0 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (1) of
Section 1008; and 




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	(z)
	such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date
(excluding Restricted Payments permitted by clauses (2)(b), (2)(c) and (2)(e) of this Section, but including Restricted Payments permitted by clauses (2)(a) and (2)(d), of this Section, is less than
the sum, without duplication, of:



	(i)
	50%
of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company's most recently ended
fiscal quarter for which financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus



	(ii)
	100%
of the aggregate net cash proceeds received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Share Capital) or from the issue or sale of convertible or exchangeable Disqualified Share Capital or convertible or exchangeable debt securities of
the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Share Capital or debt securities) sold to a Subsidiary of the Company)
and excluding any such proceeds to the extent used to redeem Notes, plus



	(iii)
	to
the extent that any Restricted Investment that was made after the Issue Date is sold for Cash Equivalents or otherwise liquidated or repaid for Cash Equivalents,
the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investment.










	(2)
	So
long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:



	(a)
	the
payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this
Indenture;



	(b)
	payments
of dividends or distributions in order to provide funds to pay amounts required to be paid by the Indirect Parent in connection with its reporting obligations under United
States federal securities laws or amounts required by the Parent Companies to pay costs associated with its activities as a holding company in compliance with this Indenture,  provided that such amounts
have actually been incurred by the Indirect Parent, or such Parent Company, as the case may be, or are expected to be
incurred within 7 days of such payment and provided further that such amounts do not exceed an aggregate of SEK 10,000,000 in any financial year;



	(c)
	payments
of dividends or distributions, or payments of amounts due under the Subordinated Shareholder Loan, in an aggregate amount of up to the value of interest payments required to
be made in respect of the Parent Notes, to be applied to such payment, provided that no such payment may be made by the Company or any Restricted
Subsidiary more than 7 days in advance of the date of such interest payment on the Parent Notes becomes due and payable;



	(d)
	the
redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or of any Equity Interests of the Company or any Restricted
Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than
Disqualified Share Capital); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition will be excluded from clause (1)(d)(z)(ii) above; 





77







 



	(e)
	the
defeasance, redemption, repurchase or other acquisition of any Indebtedness of the Company that is subordinated in right of payment to the Notes with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness;



	(f)
	the
repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by (A) any
member of the Company's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement or stock or share option agreement in effect as of the Issue Date
or (B) any employee of the Company or any of its Restricted Subsidiaries upon the retirement of any such employee; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity Interests will not exceed SEK 10,000,000 in any twelve month period; and



	(g)
	other
Restricted Payments in an aggregate amount not to exceed SEK 20,000,000. 




        The
amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this
Section will be determined by the board of directors of the Company, whose resolution with respect thereto (or an Officer's Certificate certifying such determination of the board of directors) will be
delivered to the Trustee. The board of directors' determination must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of international standing if the fair
market value exceeds SEK 400,000,000. Not later than the date of making any Restricted Payment in an amount in excess of SEK 40,000,000, the Company will deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 1009 were computed, together with a copy of any
fairness opinion or appraisal required by this Indenture. 


        In
computing Consolidated Net Income of the Company for the purpose of the foregoing clause (1)(d)(z)(i), the Company will use audited financial statements for the portions of the
relevant period for which audited financial statements are available on the date of determination and unaudited financial statements based on the books and records of the Company for the remaining
portion of such period. The Company will be permitted to rely in good faith on the financial and other data derived from its books and records that are available on the date of determination in
preparing such unaudited financial statements. If the Company makes a Restricted Payment that, at the time of the making of it, would in the good faith determination of the Company be permitted under
the requirements of this Indenture, such Restricted Payment will be deemed to have been made in compliance with this Indenture notwithstanding any adjustments made in good faith to the Company's
financial statements after such Restricted Payment is made which effect Consolidated Net Income of the Company for any period; provided, however, that any such adjustments will be taken into account
in computing Consolidated Net Income in respect of any subsequent Restricted Payment. 


1010. Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries  


	(1)
	The
Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction
on the ability of any Subsidiary to:



	(a)
	pay
dividends or make any other distributions on its Share Capital or with respect to any other interest or participation in, or measured by, its profits or reserves, to the Company
or any of the Company's Restricted Subsidiaries, or pay any indebtedness owed to the Company or any of the Company's Restricted Subsidiaries; 





78







 



	(b)
	make
loans or advances to the Company or any of the Company's Restricted Subsidiaries; or



	(c)
	transfer
any of its properties or assets to the Company or any of the Company's Restricted Subsidiaries.






	(2)
	However,
the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:



	(a)
	this
Indenture, the Notes, the Exchange Notes, and the Security Documents;



	(b)
	applicable
law;



	(c)
	any
instrument governing Indebtedness or Share Capital of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except
to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets
of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred;



	(d)
	customary
non-assignment provisions in leases entered into in the ordinary course of business and consistent with then current industry practices;



	(e)
	purchase
money obligations for property acquired in the ordinary course of business that impose restrictions on the transfer or encumbrance of the property so acquired;



	(f)
	any
agreement for sale or other disposition of a Restricted Subsidiary that restricts distributions or transfers or assets by such Restricted Subsidiary pending the consummation or
such sale or other disposition; and



	(g)
	Liens
securing Indebtedness otherwise permitted to be incurred pursuant to Section 1011 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of
the assets subject to such Lien. 








1011. Limitation on Liens  


        The Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind securing Indebtedness, Attributable Debt or trade payables on any property or asset now owned or hereafter acquired, except Permitted Liens. Holding and the Company will not, and the Company will
not permit any of its Restricted Subsidiaries to, grant to any Person other than the Security Trustee, for the benefit of any registered holder of the Notes, and the holders of the Notes and any other
beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral, except that the Company may sell or dispose of assets, including property or assets which
constitute Collateral, if such sale or disposition is made in compliance with or not otherwise prohibited by Section 1014. 


1012. Limitation on Sale and Leaseback Transactions  


        The Company shall not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transactions; provided
that the Company may enter into a Sale and Leaseback Transaction if: 


	(1)
	the
Company could have:



	(a)
	incurred
Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in clause (1) of
Section 1008; and 





79







 



	(b)
	incurred
a Lien to secure such Indebtedness (without securing the Notes) pursuant to Section 1011;






	(2)
	the
gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the board of directors of the Company and
set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of such Sale and Leaseback Transaction; and



	(3)
	the
transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Section 1014. 




1013. Limitation on Transactions with Affiliates and Related Persons  


	(1)
	The
Company shall not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each, an "Affiliate Transaction"), unless:



	(a)
	such
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction at such time on an arm's length basis by the Company or such Restricted Subsidiary with a Person which is not an Affiliate of the Company or such Restricted Subsidiary; and



	(b)
	the
Company delivers to the Trustee:



	(i)
	with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 10,000,000, a resolution of its
board of directors, certified in an Officers' Certificate, resolving that such Affiliate Transaction complies with this Section and that such Affiliate Transaction has been approved by a majority of
the disinterested members of its board of directors; and



	(ii)
	with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 100,000,000, an opinion in form
and substance satisfactory to the Trustee as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an appraisal or investment banking firm of
international standing.









	(2)
	The
following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of paragraph (1) of this Section:



	(a)
	reasonable
fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company
in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, and reasonable fees and compensation paid in respect of the Management Services
Agreement, all as determined in good faith by the Company's board of directors or senior management;



	(b)
	transactions
exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries,
provided such transactions are not otherwise prohibited by the Indenture; and



	(c)
	Restricted
Payments that are not "Permitted Investments" and that are permitted by Section 1009. 





80













   1014. Limitation on Certain Asset Sales  


	(1)
	The
Company shall not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:



	(a)
	the
Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed;



	(b)
	such
fair market value is determined in good faith by the Company's board of directors and evidenced by a resolution of the Company's board of directors set forth in an Officers'
Certificate delivered to the Trustee;



	(c)
	at
least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents and is received at the time of such issuance, sale
or disposition. For purposes of this provision, each of the following will be deemed to be Cash Equivalents:



	(i)
	any
liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated in right of payment to the Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from such liabilities;



	(ii)
	any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are (subject to ordinary settlement
periods) converted within 30 days by the Company or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received in that conversion); and



	(iii)
	such
Asset Sale is made in compliance with the Security Documents or, in the case of pledged assets, with the consent of the Security Trustee.









	(2)
	Notwithstanding
the foregoing, the Company (or the Restricted Subsidiary, as the case may be) may consummate an Asset Sale with respect to a bus which is then subject to a Residual
Value Guarantee provided that (a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset
Sale at least equal to the then applicable Specified Residual Value for such bus, (b) 100% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of
Cash Equivalents and is received at the time of such sale or disposition and (c) such Asset Sale is made in compliance with the Security Documents or, in the case of pledged assets, with the
consent of the Security Trustee.



	(3)
	Within
360 days after receipt of any Net Proceeds from an Asset Sale, the Company will apply, or cause such Restricted Subsidiary to apply, such Net Proceeds at its option to
make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in a Permitted Business
("Replacement Assets") and provided that if such sold properties or assets were Collateral then such Replacement Assets shall be pledged to the Security Trustee pursuant to an effective and perfected
security interest. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings of the Company or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.



	(4)
	Any
Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds". When the aggregate amount of Excess
Proceeds exceeds SEK 10,000,000, the Company will make an "Asset Sale Offer" to all Holders of Notes and on a pro rata basis to all holders of other
Indebtedness that ranks equally in right of payment 


81







 

with
the Notes and, with respect to Indebtedness of any Subsidiary Guarantor, that ranks equally with the Subsidiary Guarantee of such Subsidiary Guarantor, containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other equal-ranking Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, Special Interest, if any,
and Additional Amounts, if any, to the date of purchase, and will be payable in cash in the manner specified in this Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other equal-ranking Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other equal-ranking Indebtedness to be purchased on a pro
rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 



	(5)
	Holders
may elect to tender their Notes in whole or in part in integral multiples of €1,000 in exchange for cash. An Asset Sale Offer shall remain open for a period of
at least 20 business days or such longer period as may be required by law.



	(6)
	In
the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction
permitted under Article Eight, the receiving entity will be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this
Section, and such receiving entity, in lieu of the Company and its Restricted Subsidiaries, shall comply with the provisions of this Section with respect to such deemed sale as if it were an Asset
Sale. In addition, the fair market value (as determined in good faith by the Company's board of directors and evidenced by a resolution of such board of directors) of such properties and assets of the
Company or its Restricted Subsidiaries deemed to be sold will be deemed to be Net Proceeds for the purposes of this Section.



	(7)
	Within
30 days following the earlier of (a) the 361st day after an Asset Sale and (b) the date the Company, by resolution of its board of directors, decides to
use the proceeds from an Asset Sale to make an Asset Sale Offer, notice of the Asset Sale Offer will be published in a leading newspaper having general circulation in New York City, a leading
newspaper having a general circulation in London, and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, a leading newspaper having a
general circulation in Luxembourg, with a copy to the Trustee, and will comply with the procedures set forth in this Indenture.



	(8)
	The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer. To the extent that, since the Issue Date, changes in the provisions of any such
securities laws or regulations have occurred which conflict with this Section, the Company will comply with such securities laws or regulations and will not be deemed to have breached its obligations
under this Section by virtue thereof. 



1015. Change of Control  


	(1)
	If
a Change of Control Event occurs, each Holder will have the right to require the Company to repurchase all or any part (equal to €1,000 in principal amount or an
integral multiple thereof) of that Holder's Notes pursuant to the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment in cash equal
to 101% of the principal 


82







 

amount
of the Notes repurchased plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase (the "Change of Control Payment"). 



	(2)
	Within
30 days immediately following any Change of Control Event, the Company will:



	(a)
	mail
a notice to the Trustee describing the transaction or transactions that constitute the Change of Control Event and offering to repurchase Notes on a specific date, which date
will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture
and described in such notice;



	(b)
	publish
such notice in a leading newspaper having a general circulation in New York City, a leading newspaper having a general circulation in London, and, if the Notes are listed on
the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, a newspaper having a general circulation in Luxembourg;



	(c)
	if
the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, notify such stock exchange of the Change of Control Event, and provide
that Notes may be tendered at the office of the paying and transfer agent in Luxembourg; and



	(d)
	if
any Certificated Notes are outstanding, send, by first class mail, such notice to each Holder of Certificated Notes.






	(3)
	The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Event. To the extent that, since the Issue Date, changes in the provisions of any such
securities laws or regulations have occurred which conflict with this Section, the Company will comply with such securities laws or regulations and will not be deemed to have breached its obligations
under this Section by virtue thereof.



	(4)
	On
the Change of Control Payment Date, the Company will, to the extent lawful:



	(i)
	accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;



	(ii)
	deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and



	(iii)
	deliver
or cause to be delivered to the Trustee (or the Principal Paying Agent on its behalf) the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the Company. 








        The
Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note will be in a principal amount of €1,000 or any integral multiple thereof. 


	(5)
	The
Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, and so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, notify such stock exchange of such results (including the total amount of Notes that remain outstanding,
if any). 


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	(6)
	The
Company will not be required to make a Change of Control Offer upon a Change of Control Event if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer. 



1016. Limitation on Sales and Issuances of Equity Interests in Restricted Subsidiaries  


	(1)
	The
Company shall not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose, directly or indirectly, of any Equity Interests
(other than Share Capital constituting directors' qualifying shares) in any Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the
Company that is a Subsidiary Guarantor, provided that any such Equity Interest is pledged to the Security Trustee pursuant to an effective and perfected security interest at the time of such transfer,
conveyance, sale, lease or other disposition), unless:



	(a)
	such
transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Restricted Subsidiary; and the cash Net Proceeds from such transfer, conveyance,
sale, lease or other disposition are applied in accordance with Section 1014,



	(b)
	immediately
after giving effect to such transfer, conveyance, sale or other disposition such Restricted Subsidiary would no longer constitute a Subsidiary or is designated as an
Unrestricted Subsidiary, the Net Proceeds from such transfer, conveyance, sale or other disposition are applied in accordance with Section 1014, and any remaining Investment in such Person
would have been permitted to be made under Section 1009 if made on the date of such transfer, conveyance, sale or other disposition, or



	(c)
	a
sale of the type described in the proviso to the definition of "Sale and Leaseback Transaction" in this Indenture.






	(2)
	In
addition, the Company shall will not permit any Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of its Share Capital
constituting directors' qualifying shares) to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor) or permit any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor) to own any Preferred Shares of any Restricted Subsidiary of the Company. 



1017. Limitation on Issuances of Guarantees of Indebtedness  


	(1)
	The
Company will not permit any of its Restricted Subsidiaries that are not Subsidiary Guarantors, directly or indirectly, to Guarantee the payment of any other Indebtedness of the
Company unless (i) such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture to this Indenture providing for a Guarantee of all of the Company's
obligations under the Notes and this Indenture on terms substantially similar to such Guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of
payment to the Notes, any such assumption, Guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted
Subsidiary's assumption, Guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes and (ii) such Restricted
Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any
other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Note Guarantee until payment in full of the outstanding principal amount of the Notes, together with any
premium, accrued and unpaid interest, Additional Amounts and 


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Special
Interest, then due and owing; provided that this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at
the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 



	(2)
	In
the event that any Restricted Subsidiary delivers to the Trustee a supplemental indenture providing for a Note Guarantee in accordance with this Section, for so long as the Notes
are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, such Stock Exchange will be notified, notice will be published in a newspaper having general
circulation in Luxembourg and a supplemental offering circular meeting the requirements of such Stock Exchange will be filed with such Stock Exchange.



	(3)
	Neither
the Company nor any Restricted Subsidiary shall create or acquire any Subsidiary unless:



	(a)
	such
Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of all of the Company's obligations under the Notes and this
Indenture;



	(b)
	such
Subsidiary executes one or more Security Documents granting to the Security Trustee, for the benefit of the Trustee and the Holders of Notes, a first priority security interest
in substantially all the assets of such Subsidiary;



	(c)
	such
Subsidiary takes all requisite steps under applicable law and undertakes other customary procedures in connection with the granting and perfection (if relevant) of such security
interests;



	(d)
	such
Subsidiary delivers to the Security Trustee and the Trustee an Opinion of Counsel and Officers' Certificates (accompanied by resolutions and constituent documents of such
Subsidiary) with respect to corporate and collateral matters in connection with its Note Guarantee and Security Documents, in form and substance reasonably satisfactory to the Security Trustee and the
Trustee; and



	(e)
	the
Company or such Restricted Subsidiary pledges all the shares in such created or acquired Subsidiary to the Security Trustee, for the benefit of the Security Trustee, the Trustee
and Holders of Notes, pursuant to a valid and effective security interest. 






1018. Additional Amounts  


	(1)
	All
payments in respect of the Notes and the Note Guarantees will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or
other governmental charges of whatever nature, including penalties, interest and any other liabilities related thereto ("Taxes") imposed or levied by or on behalf of (1) Sweden, Finland or
Norway, (2) any other jurisdiction in which a Payor (as defined below) is organized or otherwise considered to be resident for tax purposes, (3) any jurisdiction from or through which
payment on the Notes or the Note Guarantees is made or (4) any political subdivision or governmental authority of or in (1) through (3) above having the power to tax (each of
(1) through (4) a "Relevant Taxing Jurisdiction"), unless the Company or the relevant Guarantor (each, a "Payor") is compelled by law to deduct or withhold such Taxes. In such event, the
Payor will pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the net amounts received by the Holders after such withholding or deduction will equal the respective
amounts of principal and interest that would have been receivable in respect of the Notes in the absence of such withholding or deduction. 


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	(2)
	However,
no such Additional Amounts will be payable in respect of any Note or Note Guarantee:



	(a)
	presented
for payment of principal more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder would have been entitled to such
Additional Amounts on presenting such Note for payment on the last day of the applicable 30 day period;



	(b)
	if
any Tax is imposed or withheld by reason of the failure to comply or a delay in complying or the provision of inaccurate information by the Holder of such Note or, if different,
the beneficiary of such amounts when a request is addressed or otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the nationality,
residence, identity or connection with a Relevant Taxing Jurisdiction of such Holder or beneficiary which is required or imposed by a statute, treaty, regulation or administrative practice of such
Relevant Taxing Jurisdiction (or to which it is a party) or any relevant jurisdiction (or any political subdivision or authority thereof) as a precondition to exemption from all or part of such Tax;



	(c)
	of
any person liable for Taxes in respect of such Note by reason of the Holder of the Note or, if different, the beneficial owner having some connection with a Relevant Taxing
Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of principal or interest in respect thereof, including, without limitation, such Holder or beneficial
owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment or fixed base therein whether
by himself or through an agent;



	(d)
	on
account of any estate, inheritance, gift, sale, transfer, personal property, wealth or other similar Tax;



	(e)
	presented
for payment or in respect of which payment is required to be made in a Relevant Taxing Jurisdiction; and



	(f)
	any
combination of (a), (b), (c), (d) or (e); 






nor
will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Note or any Note Guarantee to any Holder who is a fiduciary or partnership or other than
the
sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or
beneficial owner been the Holder. 



	(3)
	The
Payor will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law. The Payor will furnish copies to the Trustee of such receipts evidencing the payment of any Taxes so deducted or withheld in such form as are provided in the normal
course by the taxing authority imposing such Taxes and as are as reasonably available to the Payor within 60 days after the date of receipt of such evidence. The Trustee will make such evidence
available to the Holders upon request.



	(4)
	Whenever
in this Indenture there is a reference to, in any context, the payment of principal (and premium, if any), redemption price, interest, Special Interest, or any other amount
payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include a reference to the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.



	(5)
	"Relevant
Date" means the date on which the payment first becomes due by the relevant Payor but, if the full amount of the money payable has not been received by the Paying Agent or
the Trustee on or before the due date, it means the date on which, the full amount of the money 


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having
been so received, notice to that effect will have been duly given to the Holders by the Payor in accordance with these terms and conditions. 



	(6)
	The
Payor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, Sweden,
Norway, Finland or in any jurisdiction in which the Paying Agent is located from the execution, delivery or registration of the Notes or the Note Guarantees or the Security Documents, or any other
document or instrument referred to in this Indenture, the Security Documents or the Notes.



	(7)
	If
the Company determines and certifies to the Trustee immediately prior to the giving of such notice that:



	(i)
	the
payment by the Company of Additional Amounts or further Additional Amounts (as the case may be) in respect of payments under such Notes is, or will be, required as a
result of (a) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated thereunder) of Sweden (or to which it is a party), or any relevant jurisdiction or
any political subdivision or authority thereof or therein having power to tax or (b) any change or amendment in the existing official position or the introduction of an official position
regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction or any practice or concession of Skattemyndigheten (the
Swedish Tax Authority) which change, amendment, application or interpretation becomes effective on or after the date of issuance of the Notes; and



	(ii)
	such
obligation cannot be avoided by the Company taking reasonable measures available to it; 






then
the Company, at its option, may redeem the Notes in whole but not in part, at a redemption price equal to the then outstanding principal amount thereof, together with interest accrued to the date
fixed for redemption, Special Interest, if any, and any Additional Amounts payable with respect thereto as a result of the redemption or otherwise. 



	(8)
	Notwithstanding
clause 7 of this Section, no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Payor could be
obligated to pay such Additional Amounts if a payment in respect of the Notes was then due. Prior to the giving of any notice of redemption described in this paragraph, the Payor will deliver to the
Trustee (a) a certificate signed by two directors of the Payor stating that the obligation to pay Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it
and (b) a written opinion of independent legal counsel to the Payor to the effect that circumstances referred to above exist.



	(9)
	If
payments in respect of the Notes or the Note Guarantees by a Payor will become subject generally to the taxing jurisdiction of any Territory or any relevant jurisdiction or any
political subdivision or authority thereof or therein having power to tax (an "Additional Taxing Jurisdiction"), other than or in addition to a Relevant Taxing Jurisdiction, immediately upon becoming
aware thereof the Payor will notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a supplemental indenture, giving to the Trustee an undertaking or covenant
in form and manner satisfactory to the Trustee in terms corresponding to the terms of the foregoing provisions of this Section 1018 with the substitution for (or, as the case may be, the
addition to) the references therein to Relevant Taxing Jurisdictions with references to the Additional Taxing Jurisdiction. For the purposes of the foregoing, "Territory" means any jurisdiction in
which the Payor is incorporated or in which the Company or the relevant Guarantor has its place of central management or central control or in which the Payor carries on any business. 


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1019. Provision of Financial Information  


	(1)
	Whether
or not the Company is required by the Commission, the Company will provide to the Trustee and the holders of the Notes and to prospective investors, within the time periods
specified in the Commission's rules and regulations (unless otherwise noted):



	(a)
	within
120 days after the end of its then-applicable fiscal year, all annual financial statements that would be required in a filing with the Commission on
Form 20-F (including an "Operating and Financial Review and Prospects" section, and with respect to the annual financial statements only, a report thereon by the Company's certified
independent auditors);



	(b)
	within
the time period specified in the Commission's rules and regulations, all quarterly financial information that would be required to be contained in a filing with the Commission
on Form 10-Q if the Company were required to file that form (including a "Management's Discussion and Analysis of Financial Condition and Results of Operations", except that such
information will only be prepared in accordance with generally accepted accounting principles in Sweden); and



	(c)
	all
current reports that would be required to be furnished to the Commission on Form 6-K if the Company were required to furnish that form.






	(2)
	If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will
include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results
of Operations or Operating and Financial Review and Prospects section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the Company.



	(3)
	Whether
or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the
Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available
to securities analysts and prospective investors upon request.



	(4)
	For
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange will so require, the above information will also be made available in
Luxembourg at the office of the Paying Agent in Luxembourg.



	(5)
	Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice to the
Trustee or any Holder of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the
Trustee and each Holder is entitled to conclusively rely exclusively on Officer's Certificates).



	(6)
	In
addition, the Company will provide to the holders of the Notes and to prospective investors, upon the requests of such holders, any information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act. The Company will also make any of the foregoing information available during
normal business hours at the offices of the listing agent in Luxembourg if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require. 





1020. Statement by Officers as to Default; Compliance Certificates  


	(1)
	The
Company will deliver to the Trustee, within 60 days after the end of each fiscal year of the Company ending after the date hereof an Officer's Certificate signed by its
principal executive 


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officer,
principal financial officer or principal accounting officer, stating whether or not to the best knowledge of the signers thereof after due enquiry the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they
may have knowledge. 



	(2)
	The
Company shall deliver to the Trustee, as soon as possible and in any event within 15 days after the Company becomes aware or should reasonably become aware of the
occurrence of a Default or an Event of Default, an Officer's Certificate setting forth the details of such Default or Event of Default, and the action which the Company proposes to take with respect
thereto. 



1021. Waiver of Certain Covenants  


        The Company may omit in any particular instance to comply with any covenant or condition set forth in Section 801, Sections 1004 to 1017 and
Section 1019, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Notes shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such covenant or condition with respect to any such Notes, but no such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in
full force and effect; provided, however, that (a) with respect to an Offer to Purchase as to which an Offer has been mailed, no such waiver may
be made or shall be effective against any Holder tendering Notes pursuant to such Offer, and the Company may not omit to comply with the terms of such Offer as to such Holder and (b) with
respect to a covenant or provision thereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, no such waiver may be made or
shall be effective against any such Holder without such Holder's express consent thereto. 


1022. Designation of Restricted and Unrestricted Subsidiaries  


	(1)
	The
board of directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an
Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under clause (1) of Section 1009 or Permitted Investments, as applicable.
All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if such Restricted Payment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company's board of directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if such redesignation would not result in a Default.



	(2)
	Any
designation pursuant to this Section 1022 by the Company's board of directors will be evidenced to the Trustee by the prompt filing with the Trustee of a certified copy of
the resolution of such board of directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions. 



1023. Payments for Consent  


        Neither Holding nor the Company will, and the Company will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders 


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of
the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 


1024. Permitted Activities and Amendment of Security Documents  


        Neither Holding nor the Company shall engage in any business activity other than, in the case of Holding, acting as a direct holding company of the Company or, in
the case of the Company, acting as a direct holding company of its Subsidiaries, including activities being undertaken on the Issue Date that are ancillary to such role. The Company shall not Incur
any material liabilities not directly related to such activities other than the Incurrence of Indebtedness in accordance with the terms of this Indenture. Holding shall not (i) Incur any
Indebtedness or (ii) Incur any other material liabilities not directly related to such activities. 


        Holding
will not, and the Company will not, and will not permit any Subsidiary Guarantor to, amend any of the Security Documents in a manner adverse to the interests of the Holders of
the Notes. 


1025. Advances to Subsidiaries  


        All advances to Restricted Subsidiaries made by the Company after the Issue Date will be evidenced by intercompany notes or loan agreements in favor of the
Company. Each intercompany note will be issued and each intercompany loan agreement will be executed by the relevant Restricted Subsidiary of the Company in favor of the Company to evidence advances
by the Company and will provide that such advances will be payable upon demand and will bear interest at a rate equal to or greater than the rate then payable on the Notes or the maximum rate
permitted by applicable law, if lower. 


ARTICLE ELEVEN  


 REDEMPTION OF NOTES  


1101. Right of Redemption  


        The Notes may be redeemed at the election of the Company, in accordance with the provisions appearing in the form of Note set forth above, at the Redemption
Prices specified in such form of Note together with accrued interest and Additional Amounts, if any, to the Redemption Date. 



1102. Applicability of Article  


        Redemption of Notes at the election of the Company, as permitted by any provision of this Indenture, shall be made in accordance with such provision and this
Article. 


1103. Election to Redeem; Notice to Trustee  


        The election of the Company to redeem any Notes pursuant to Section 1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of all or less than all the Notes, the Company shall, at least 60 days before the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed. 


90











   1104. Selection by Trustee of Notes to Be Redeemed  


        If less than all of the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days before the Redemption Date by
the Trustee from the Outstanding Notes not previously called for redemption as follows: 



	(a)
	if
the Notes are listed, in compliance with the requirements of the principal securities exchange on which the Notes are listed (as set forth in an Officer's Certificate delivered by
the Company to the Trustee); or



	(b)
	if
the Notes are not so listed or if such requirements are not so certified, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. 




provided that redemption of portions of the principal amount of Notes are made in denominations in integral multiples of €1,000. 



        The
Trustee shall promptly notify the Company and each Note Registrar in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the
principal amount thereof to be redeemed. 


        For
all purposes of this Indenture, unless the context requires otherwise, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be
redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed. 



1105. Notice of Redemption  


        Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days before the Redemption Date, to each
Holder of Notes to be redeemed, at the address appearing in the Note Register or provided to the Trustee by such Holder. 


        In
addition, the Company shall, at least 30 and not more than 60 days before the Redemption Date, cause notice of such redemption to be published in a leading newspaper having a
general circulation in New York City, a leading newspaper having a general circulation in London, and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock
Exchange so require, a newspaper having a general circulation in Luxembourg, with a copy to the Trustee. 


        All
notices of redemption shall identify the Note, including its ISIN number, if any, and state: 



	(a)
	the
Redemption Date,



	(b)
	the
Redemption Price,



	(c)
	if
less than all the Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Notes to be redeemed,



	(d)
	that
on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that, unless the Company defaults in making such payment on the
Redemption Date, interest thereon will cease to accrue on and after said date, and



	(e)
	the
place or places where such Notes are to be surrendered for payment of the Redemption Price. 






        Notice
of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of
the Company. 


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1106. Deposit of Redemption Price  


        Before any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) any applicable accrued interest on, all the Notes which are to be redeemed on that date. 


1107. Notes Payable on Redemption Date  


	(1)
	Notice
of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and any applicable accrued interest) such Notes shall not bear interest. Upon surrender of any such
Note for redemption in accordance with said notice to the Trustee or a Paying Agent, such Note shall be paid by the Company at the Redemption Price, together with any applicable accrued interest to
the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or before the Redemption Date shall be payable to the
Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.



	(2)
	If
any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate provided by the Note. 





1108. Notes Redeemed in Part  


        Any Note which is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note
or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.
Upon surrender of a Global Note if redeemed in part, the Paying Agent shall forward the Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount
at maturity of the Global Note by an amount equal to the redeemed portion of the Global Note, provided that the Global Note shall be in an authorized denomination. 


ARTICLE TWELVE  


 GUARANTEE  


1201. Guarantee  


	(1)
	Each
Guarantor hereby unconditionally, irrevocably and jointly and severally (a) guarantees, as principal obligor, to each Holder, the Trustee and the Security Trustee and
their successors and assigns (i) the full and punctual payment and performance within applicable grace periods of all of the Company's Obligations under this Indenture and the Notes, including
the payment of principal of, and premium, if any, interest, Special Interest, if any, and Additional Amounts, if any, on, the Notes when due, whether at maturity, by acceleration, by redemption or
otherwise, and interest on any such Obligation which is overdue, and of all other monetary Obligations of the Company to the Holders and the Trustee under this Indenture and under the Notes, including
Additional Amounts, if any, relating thereto, (ii) the full and punctual performance within applicable grace periods of all other obligations and liabilities of the Company under this Indenture
and the Notes, 


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and
(iii) the full and punctual performance of all obligations and liabilities of the Company under the Security Documents and (b) agrees to indemnify each Holder, the Trustee and the
Security Trustee against any loss incurred by such Holder, the Trustee or the Security Trustee arising out of the non-payment, invalidity or unenforceability of the Company's Obligations,
in each case, all in accordance with the terms hereof and thereof (all the foregoing being hereinafter collectively referred to as the "Guaranteed
Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such
Guarantor and that such Guarantor will remain bound under this Article Twelve notwithstanding any extension or renewal of any Guaranteed Obligation. 



	(2)
	Each
Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each
Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the
Trustee or the Security Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, any Security Document or any
other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the
Notes, any Security Document or any other agreement; (d) the release of any Note held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any
Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 1206, any change in the ownership
of such Guarantor.



	(3)
	Each
Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder, the Trustee or the Security Trustee to any Note held for payment of the Guaranteed Obligations.



	(4)
	Until
all of the Company's Obligations have been irrevocably paid and discharged in full, the Holders, the Trustee and the Security Trustee may: (a) refrain from applying or
enforcing any other security, moneys or rights held or received by them in respect of such amounts or apply and enforce the same in such manner and order as they see fit (whether against such amounts
or otherwise) and no Guarantor shall be entitled to the benefit of the same; and (b) place in a suspense account (without liability to pay interest thereon) any moneys received from a Guarantor
or on account of a Guarantor's liability hereunder.



	(5)
	Except
as expressly set forth in Sections 802(2), 1202, 1206 and 1307, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, any Guarantee or otherwise. Without limiting the generality of the foregoing, the obligations
of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Security Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate
as a discharge of such Guarantor as a matter of law or equity.



	(6)
	Each
Guarantor further agrees that its Guarantee herein is a continuing guarantee and shall extend to the ultimate balance of the Company's Obligations and shall continue to be
effective or 


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be
reinstated in full force and effect, as the case may be, if at any time any payment, or any part thereof, by the Company to the Trustee, the Security Trustee or any Holder of any Guaranteed
Obligation, whether for principal or interest or otherwise, is rescinded or must otherwise be restored or returned, upon the bankruptcy, insolvency or reorganization of the Company or otherwise, by
any Holder, the Trustee or the Security Trustee to the Company or any custodian, trustee, administrator, liquidator or other similar official acting in relation to the Company or its property 



	(7)
	In
furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Security Trustee has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid,
in cash, to the Holders, the Trustee or the Security Trustee, an amount equal to the sum of the due and unpaid amount of all the Guaranteed Obligations, it being understood that the payment of the
accrued and unpaid interest referred to in clause (a) of the first paragraph of this Section 1201 shall be to the extent not prohibited by law.



	(8)
	Each
Guarantor agrees that it shall not be entitled to any right of subrogation or contribution in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations.



	(9)
	Without
limiting the foregoing, each Guarantor hereby agrees that any claim by it against the Company that arises from the payment, performance or enforcement of such Guarantor's
obligations under its Guarantee, the Notes or this Indenture, including, without limitation, any right of subrogation or indemnity, shall be subject and subordinate to, and no payment with respect to
any such claim of such Guarantor shall be made before, the irrevocable payment in full in cash of all outstanding Obligations under the Notes and this Indenture in accordance with the provisions
provided therefor in this Indenture. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed
Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in
Article 6 or, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.



	(10)
	Subject
to the foregoing paragraph, each Guarantor (a Contributing Guarantor) agrees that, in the event a payment shall be made by any
other Guarantor hereunder (the Claiming Guarantor) in respect of any Guaranteed Obligation, the Contributing Guarantor shall indemnify the Claiming
Guarantor in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date it became a Guarantor and
the denominator shall be the aggregate net worth of all the Guarantors on the date calculated for each Guarantor as of the date it became a Guarantor hereunder.



	(11)
	A
certificate of the Trustee as to any amount owing from the Company hereunder shall be conclusive evidence of such amount as against the Guarantors. No Guarantor will hold any
security from the Company in respect of the Guarantor's liability hereunder.



	(12)
	Payments
to be made by a Guarantor hereunder shall be made in immediately available funds in the same currency in which the corresponding Obligations are payable by the Company to
such account as the Trustee may specify. 


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	(13)
	Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee, the Security Trustee or any Holder in enforcing any
rights under this Article Twelve. 



1202. Limitation on Liability  


	(1)
	Any
term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering the Guarantee of such Guarantor hereunder voidable under applicable law, including stipulations in applicable companies laws
regarding prohibited financial assistance in the form of providing security or guarantees for the obligations of a third party and laws relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.



	(2)
	Without
limiting the generality of the foregoing, the obligations of any Guarantor incorporated in Sweden, in its capacity as a Guarantor under this Article Twelve (each a "Swedish
Guarantor"), under this Indenture shall be limited if, but only to the extent, required by the provisions of the Swedish Companies Act (Sw: Aktiebolagslagen (1975:1385)) in force from time to time
regulating (i) unlawful financial assistance and other prohibited loans and guarantees (Chapter 12, Section 7 (or any successor provision) and (ii) distribution of assets (Chapter
12, Section 2 (or any successor provision) and, provided that all actions available to such Swedish Guarantor and its shareholders to authorize its Guarantee obligations hereunder have been
taken, taking into account also any other security granted or guarantee or both given by such Swedish Guarantor in connection with this Indenture and the Notes which are subject to a corresponding
limitation; and the liability of such Swedish Guarantor under this Indenture applies only to the extent permitted by the above referenced provisions of the Swedish Companies Act.



	(3)
	Without
limiting the generality of the foregoing, the obligations of any Guarantor incorporated in Finland, in its capacity as a Guarantor under this Article Twelve (each a "Finnish
Guarantor"), under this Indenture shall be limited if, but only to the extent, required by Chapter 12, Section 7 (or any successor provision) of the Finnish Companies Act (Fi:
Osakeyhtiölaki (1978:734) in force from time to time regulating unlawful financial assistance and other prohibited loans and guarantees and distribution of assets; and the liability of
such Finnish Guarantor under this Indenture applies only to the extent permitted by the above referenced provisions of the Finnish Companies Act.



	(4)
	Without
limiting the generality of the foregoing, the obligations of any Guarantor incorporated in Norway, in its capacity as a Guarantor under this Article Twelve (each a "Norwegian
Guarantor"), under this Indenture shall be limited if, but only to the extent, required by Chapter 8, Section 8-7, c.f. Section 1-4,
Sub-section 2 (or any successor provisions) of the Norwegian Limited Companies Act (Norwegian: Lov om aksjeselskaper av 13. juni 1997 nr. 44) in force from time to time
regulating unlawful financial assistance and other prohibited loans and guarantees; and the liability of such Norwegian Guarantor under this Indenture applies only to the extent permitted by the above
referenced provisions of the Norwegian Limited Companies Act. 



1203. Successors and Assigns  


        This Article Twelve shall be binding upon each Guarantor and its successors and assigns and shall ensure to the benefit of the successors and assigns of the
Trustee, the Holders and the Security Trustee and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Security Trustee, the rights and privileges conferred upon
that party in this Indenture and in the Notes and Security Documents shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this
Indenture. 


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1204. No Waiver  


        Neither a failure nor a delay on the part of either the Trustee, the Holders or the Security Trustee in exercising any right, power or privilege under this
Article Twelve shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and
benefits of the Trustee, the Holders and the Security Trustee herein
expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article Twelve at law, in equity, by statute or otherwise. 


1205. Modification  


        No modification, amendment or waiver of any provision of this Article Twelve nor the consent to any departure by any Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice
to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 


1206. Release of Guarantors  


        The Guarantee of each Guarantor which is a Subsidiary (and of any other Guarantor which is a Subsidiary of such Guarantor) will be deemed released from all
obligations under this Article Twelve without any further action required on the part of the Trustee, any Holder or the Security Trustee: (a) upon the irrevocable payment in full in cash of all
Obligations under the Notes and this Indenture in accordance with the provisions provided therefor in this Indenture; (b) in the event that all the Share Capital of such Guarantor is sold or
otherwise disposed of to a Person or Persons that are not Affiliates of the Company, provided that (i) no Default or Event of Default shall have occurred and be continuing or would occur as a
result or such sale or disposition, (ii) such sale or disposition complies with the provisions of Section 1014 and immediately following the consummation of such sale or disposition such
Guarantor is no longer a Restricted Subsidiary, (iii) such Guarantor is simultaneously released from its obligations in respect of all other Indebtedness of the Company and all indebtedness of
all other Restricted Subsidiaries of the Company and (iv) the proceeds from such sale or disposition are used for purposes otherwise permitted or required by this Indenture; (c) in the
event such Guarantee was issued after the Issue Date pursuant to the requirements of Section 1017, upon the release or discharge (other than as a result of the payment thereof) of such
Guarantee or the security granted by such Guarantor that resulted in the issuance of the Guarantee pursuant to such covenant; (d) upon Legal Defeasance or Covenant Defeasance; or
(e) upon designation by the Company of such Guarantor as an Unrestricted Subsidiary. The Trustee shall, at the sole cost and expense of the Company, and upon receipt at the request of the
Trustee of an Opinion of Counsel that the provisions of this Section 1206 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a Company Order
accompanied by an Officers' Certificate certifying as to compliance with this Section 1206. 


        Upon
any release of such Note Guarantee as contemplated above, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rule of such Stock Exchange shall so require,
such Stock Exchange will be notified, notice will be published in a newspaper having general circulation in Luxembourg and a supplemental offering circular meeting the requirements of such Stock
Exchange will be filed with such Stock Exchange to disclose such release. 


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1207. Severability  


        In case any provision of the Guarantees shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby. 


ARTICLE THIRTEEN  


 DEFEASANCE AND COVENANT DEFEASANCE  


1301. Company's Option to Effect Defeasance or Covenant Defeasance  


        The Company may at its option by Board Resolution, at any time, elect to have either Section 1302 or Section 1303 applied to the Outstanding Notes
upon compliance with the conditions set forth below in this Article Thirteen. 



1302. Defeasance and Discharge  


        Upon the Company's exercise of the option provided in Section 1301 applicable to this Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by the Outstanding Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: 


	(1)
	the
rights of Holders of such Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest (including Special Interest, if any) on such Notes when such payments are due;



	(2)
	the
Company's obligations with respect to such Notes under Sections 304, 305, 306, 1002 and 1003;



	(3)
	the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith; and



	(4)
	this
Article Thirteen. 



        Subject
to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under
Section 1303. 


1303. Covenant Defeasance  


        Upon the Company's exercise of the option provided in Section 1301 applicable to this Section: 


	(1)
	the
Company shall be released from its obligations under Sections 1005 through 1018, inclusive, Sections 1024 and 1025, Section 801(2) and (3), and Section 802(2); and



	(2)
	the
occurrence of an event specified in Sections 501(3), 501(4) (with respect to Section 801(2) and (3) and Section 802(2)), 501(5) (with respect to any of
Sections 1005 through 1018, inclusive, Section 1024 or Section 1025), shall not be deemed to be an Event of Default on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"). 




        For
this purpose, such covenant defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section or Clause, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Clause or by reason of any reference in any such Section or Clause to any
other provision herein or in any other document, but the remainder of this Indenture and such Notes shall be unaffected thereby. 


97









   1304. Conditions to Defeasance or Covenant Defeasance  


        The following shall be the conditions to application of either Section 1302 or Section 1303 to the then Outstanding Notes: 


	(1)
	The
Company must irrevocably deposit with the Trustee, in trust for the benefit of the Holders of the Notes, cash in euros, in such amounts as will be sufficient, in the opinion of an
internationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest, Special Interest, if any, and Additional Amounts, if any, on the outstanding
Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;



	(2)
	In
the case of an election under Section 1302, the Company shall have delivered to the Trustee, in form and substance satisfactory to the Trustee:



	(a)
	an
Opinion of U.S. Counsel and an Opinion of Swedish Counsel stating that



	(i)
	the
Company has received from, or there has been published by, the United States Internal Revenue Service and the Skattemyndigheten (the Swedish Tax Authority) a ruling
or;



	(ii)
	since
the date of this Indenture there has been a change in the applicable income tax law, 










in
either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for United States Federal or Swedish
income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States
Federal or Swedish income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and 



	(b)
	an
Opinion of U.S. Counsel, in the event the defeasance trust is governed by U.S. law, or Swedish Counsel, in the event the defeasance trust is governed by Swedish law, to the effect
that, under the laws in the United States or Sweden, as the case may be, in effect at the time of such deposit, payments made from the defeasance trust would not require the payment of Additional
Amounts if the provisions of Section 1018 above were applicable to such payments.






	(3)
	In
the case of an election under Section 1303, the Company shall have delivered to the Trustee, in form and substance satisfactory to the Trustee:



	(a)
	an
Opinion of U.S. Counsel and an Opinion of Swedish Counsel (which may be based upon ruling from the applicable tax authority) to the effect that the Holders of the Outstanding Notes
will not recognize income, gain or loss for United States Federal or Swedish income tax or other tax purposes as a result of such deposit and covenant defeasance and will be subject to United States
Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and



	(b)
	an
Opinion of U.S. and Swedish Counsel to the effect that, under the respective laws in the U.S. and Sweden in effect at the time of such deposit, payments made from the defeasance
trust would not require the payment of Additional Amounts if the provisions of Section 1018 above were applicable to such payments.






	(4)
	The
Company shall have delivered to the Trustee an Officer's Certificate to the effect that the Notes if then listed on any securities exchange, will not be delisted as a result of
such deposit.



	(5)
	Such
defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act with respect to any securities of the
Company. 


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	(6)
	No
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) or, insofar as subsections 501(9) is concerned, at any time during the period ending three months after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).



	(7)
	Such
defeasance or covenant defeasance shall not result in a material breach or violation of, or constitute a material default under, any other material agreement or instrument (other
than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound.



	(8)
	The
Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, in form and substance satisfactory to the Trustee, each stating that all conditions
precedent provided for relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with.



	(9)
	The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such defeasance or covenant defeasance shall not result in the trust arising from such deposit
to be subject to regulation as an investment company under the United States Investment Company Act of 1940, as amended, or such trust shall be qualified under such act.



	(10)
	The
Company must have delivered to the Trustee an Opinion of Counsel to the effect that after three months following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.



	(11)
	The
Company must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the
other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others.



	(12)
	The
Company must deliver to the Trustee such other document or other information as the Trustee may reasonably require in connection herewith. 





1305. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions  


        Subject to the provisions of the last paragraph of Section 1003, all euros and Swedish Government Euro Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the "Trustee") pursuant to
Section 1304 in respect of the Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by law. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the euros and the Swedish Government Euro Obligations deposited with
the Trustee pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
Outstanding Notes. 


        Anything
in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any euros or Swedish Government
Euro Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, 


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are
in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. 


1306. Reinstatement  


        If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1302 or 1303;  provided,
however, that if the Company makes any payment of principal of (and premium, if any) or
interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the
Trustee or the Paying Agent. 


1307. Release of Guarantors  


        If the Company effects defeasance or covenant defeasance in accordance with the terms of this Article Thirteen, each Guarantor shall be released from all its
obligations with respect to its Note Guarantee and the Security Documents. 


ARTICLE FOURTEEN  


 SECURITY DOCUMENTS  


1401. Collateral and Security Documents  


	(1)
	To
secure the full and punctual payment when due and the full and punctual performance of the Obligations of the Company and the Guarantors under this Indenture and the Notes, the
Security Trustee, the Trustee are authorized and directed to enter into the Security Trustee Agreement and the other Security Documents, and are authorized to enter into additional Security Documents.
The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Security Trustee holds the Collateral on its own behalf and in trust for the benefit of the Trustee and the Holders,
in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed to have agreed to (i) the appointment of the Security Trustee under the Security
Trustee Agreement, (ii) all the terms and provisions of the Security Documents (including, without limitation, the provisions providing for the enforcement, foreclosure and release of
Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture.



	(2)
	The
Trustee and each Holder, by accepting a Note, shall be deemed to have agreed that the Security Trustee and its officers, directors, employees, agents, custodians,
attorneys-in-fact and affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the
Security Documents, this Indenture or the Notes (except for its or such Person's liability for its own or such Person's own gross negligence or wilful misconduct) or (ii) responsible or liable
in any manner to the Trustee or any Holder for (a) any recitals, statements, representations or warranties made by the Company, a Guarantor or any officer thereof contained in any Security
Document, the Indenture or the Notes or in any certificate, report, statement or other document referred to or provided for in, or received by, the Security Trustee under or in connection with this
Agreement, any Security Document, the Indenture or the Notes, (b) the legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents,
(c) any failure of the Company or any Guarantor to perform its obligations thereunder, (d) the existence, genuineness, value or protection of any Collateral securing the Notes, or
(e) the creation, perfection, priority, sufficiency or protection of any of the Liens, or for any defect or deficiency as to any such matters, or for any failure to 


100







 

demand,
collect, foreclose or realize upon or otherwise enforce any of the Security Documents or any Liens thereunder or any delay in doing so. The Security Trustee shall not be under any obligation
to the Trustee or the Holders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Security Documents, the Indenture or the
Notes. 



	(3)
	Each
Holder shall also be deemed to authorize and direct the Trustee, who shall in turn be authorized to instruct and direct the Security Trustee, with respect to each of the Security
Documents to which it is a party, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith.



	(4)
	Each
Holder, the Company and each Guarantor acknowledge and agree (i) that the Security Documents do, and may, provide benefits to the Trustee and the Security Trustee and
secure obligations owed to the Trustee and the Security Trustee pursuant to the Security Documents and (ii) that the Security Trustee shall hold the Collateral for the benefit of the Security
Trustee as well as for the benefit of the Holders and the Trustee.



	(5)
	The
Company shall deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents, and shall do or cause to be done all such acts
and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Security Trustee the security interest in the
Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of
this Indenture and of the Notes secured thereby, according to the intent and purposes herein and therein expressed, and to maintain, perfect, preserve and protect the Liens on and security interests
in the Collateral granted by the Security Documents. The Company and the Guarantors shall take, upon the written request of the Security Trustee or the Trustee (to the extent the Trustee is permitted
to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company and
the Guarantors under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Security Trustee
for itself and for the benefit of the Trustee and the Holders.



	(6)
	The
Company and the Guarantors shall at all times comply with the provisions of section 314(b) of the Trust Indenture Act as then in effect. 



1402. Possession, Use and Release of Collateral  


	(1)
	Each
Holder, by accepting a Note, consents and agrees to the provisions of the Security Documents governing the possession, use and release of Collateral. Without limiting the
generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this
Indenture and the Security Documents.



	(2)
	Without
limiting the provisions of clause (1) of this Section 1402, and subject to the provisions of each Security Document applicable to such Collateral, unless a
Default or an Event of Default has occurred and is continuing, in the event of any request being made of the Trustee or the Security Trustee to release any portion of the Collateral which is the
subject of an Asset Sale from the Liens created under the Security Documents (such Collateral to be released being the "Released Interest"), the Trustee shall be authorized to direct the Security
Trustee to consent to such request and release such Released Interest (and for the avoidance of doubt, the Security Trustee shall be 


101







 

authorized,
in turn, to give such consent and release such Released Interest), subject to compliance with the condition that the Company deliver to the Trustee the following: 


	(a)
	a
notice from the Company requesting the release of the Released Interest:



	(i)
	describing
the proposed Released Interest;



	(ii)
	stating
that the release of such Released Interest will not interfere with the Security Trustee's ability to realize the value of the remaining Collateral and will not
impair the maintenance and operation of the remaining Collateral; and



	(iii)
	in
the event that any assets other than cash comprise a portion of the consideration received in such Asset Sale, specifically describing such assets;






	(b)
	an
Officers' Certificate stating that:



	(i)
	such
Asset Sale (i) does not include the sale of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture
with respect to Asset Sales;



	(ii)
	all
Net Cash Proceeds from the sale of the Released Interest will be applied pursuant to the provisions of Section 1014;



	(iii)
	there
is no Default in effect or continuing on the date thereof or on the date of such Asset Sale;



	(iv)
	the
release of the Collateral will not result in a Default or an Event of Default;



	(v)
	the
sale of, or an agreement to sell, such Released Interest, is in connection with a bona fide sale to a Person that is not an Affiliate of the Company; and



	(vi)
	all
conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with;






	(c)
	a
description of the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee or the Security Trustee pursuant to
this Indenture;



	(d)
	all
documentation necessary or reasonably requested by the Trustee to grant to the Security Trustee a security interest in and Lien on all assets (other than cash) comprising the
consideration received in such Asset Sale, if any; and



	(e)
	all
documentation required by the Trust Indenture Act (including without limitation section 314(d) thereof) prior to the release of Collateral by the Trustee or the Security
Trustee. 



If
any conflict or inconsistency exists between this Clause (2) and any applicable Security Document, the applicable Security Document shall govern. 



	(3)
	Without
limiting the provisions of clause (1) of this Section 1402, and subject to the provisions of each Security Document applicable to such Collateral, in the event
of any request being made of the Trustee or the Security Trustee to release any portion of the Collateral comprised of a bus or buses which has or have become worn-out, obsolete or damaged
or otherwise unsuitable for use in connection with the business of the Company and its Restricted Subsidiaries (such bus or buses to be released being the "Surplus Buses") to permit a sale of such
Surplus Buses, the Trustee shall be authorized to direct the Security Trustee to consent to such request and release such Surplus Buses (and for the avoidance of doubt, the Security Trustee shall be
authorized, in turn, to give such consent and release such Surplus Buses), subject to compliance with the condition that the Company deliver to the Trustee the following:



	(a)
	a
notice from the Company requesting the release of the Surplus Buses; and 





102







 



	(b)
	an
Officers' Certificate stating that:



	(i)
	such
sale of Surplus Buses (i) is not an Asset Sale and (ii) otherwise complies with the terms and conditions of this Indenture with respect to such sale;



	(ii)
	there
is no Default in effect or continuing on the date thereof or on the date of such sale;



	(iii)
	no
Event of Default will occur as a result of the actions contemplated by or reasonably related to the requested consent, including under Section 1004; and



	(iv)
	confirming
that such sale is made for consideration which represents the fair market value of such Surplus Buses. 







If
any conflict or inconsistency exists between this Clause (3) and any applicable Security Document, the applicable Security Document shall govern. 



	(4)
	In
the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter
or thing relating to any Collateral or the Company's or any Guarantor's obligations with respect thereto or (ii) there shall be required from the Trustee under the provisions of any Security
Document any performance or the delivery of any instrument, and the Trustee's response or action is not otherwise specifically contemplated under this Indenture, then, in each such event, the Trustee
shall, within ten Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to
be delivered. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 512 shall have the exclusive authority to direct the
Trustee's response to any of the circumstances contemplated in clauses (i) and (ii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated
in this Section, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding
Notes; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render
any requested performance (the expenses of which shall be reimbursed to the Trustee by the Company). The Trustee shall be fully protected in the taking of any action recommended or approved by any
such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 512.



	(5)
	To
the extent applicable, the Company and the Guarantors shall comply (or cause compliance) with section 313(b) of the Trust Indenture Act, relating to reports, and
section 314(d) of the Trust Indenture Act, relating to the release of property or securities from the Lien and security interest of this Indenture and the Security Documents and relating to the
substitution therefor of any property or securities to be subjected to the Lien and security interest of this Indenture and the Security Documents. Any certificate or opinion required by
section 314(d) of the Trust Indenture Act may be made by an Officer of the Company or a Guarantor, as applicable, except in cases where such section 314(d) requires that such certificate
or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Security Trustee in the exercise of reasonable care.
Neither the Trustee nor the Security Trustee shall have any duty to confirm the legality or validity of such documents. 



1403. Suits To Protect the Collateral  


        Subject to the provisions of the Security Documents, the Trustee and the Security Trustee shall have power to institute and to maintain such suits and proceedings
as either of them may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits
and proceedings as the Trustee or the Security Trustee, in their sole discretion, may deem expedient to preserve or protect their interests and
the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair any Lien on any Collateral or be
prejudicial to the interests of the Holders, the Trustee or the Security Trustee). 


103









   
        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. 



	 	 	CONCORDIA BUS NORDIC AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	Risk Management and Treasury Officer
	

 	
 	

The initial Guarantors:
	

 	
 	
CONCORDIA BUS NORDIC HOLDING AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title	 	 
	 	 	 	 	 



104







 

	

 	
 	
SWEBUS AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
SWEBUS BUSCO AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
SWEBUS EXPRESS BUS AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
INTERBUS AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
INGENIØR M.O. SCHØYENS BILCENTRALER AS
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
CONCORDIA BUS FINLAND OY AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
SWEBUS FASTIGHETER AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
ALPUS AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
ENKÖPING-BÅLSTA FASTIGHETSBOLAG AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	 	 	 	 	 





105







 

	

 	
 	
MALMFÄLTENS OMNIBUS AB
	

 	
 	

By:	
 	

/s/  GEORG KERVEL      

	 	 	Name:	 	Georg Kervel
	 	 	Title:	 	 
	

 	
 	
DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee
	

 	
 	

By:	
 	

/s/  RODNEY GAUGHAN      

	 	 	Name:	 	Rodney Gaughan
	 	 	Title	 	Assistant Vice President
	

 	
 	

By:	
 	

/s/  WANDA CAMACHO      

	 	 	Name:	 	Wanda Camacho
	 	 	Title:	 	Vice President




106








   SCHEDULE 1  


 SECURITY DOCUMENTS  


	1.
	Share
Pledge Agreement between Holding and the Security Trustee dated 22 January 2004, in respect of shares of the Company.



	2.
	First
Priority Share Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of shares of Swebus BusCo AB, Swebus Express Bus AB, Swebus
Fastigheter AB, Interbus AB and Swebus AB.



	3.
	Share
Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of shares of Concordia Bus Finland Oy AB.



	4.
	Share
Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of shares of Ingeniør M.O. Schøyens Bilcentraler
AS.



	5.
	Intragroup
Loan Pledge Agreement between the Company and the Security Trustee dated 22 January 2004, in respect of the Busco Promissory Note and the Swebus Promissory Note.



	6.
	Share
Pledge Agreement between Swebus Fastigheter AB and the Security Trustee dated 22 January 2004, in respect of shares of Alpus AB,
Enköping-Bålsta Fastighetsbolag AB and Malmfältens Omnibus AB.



	7.
	First
Ranking Pledge of Floating Charge between Alpus AB and the Security Trustee dated 22 January 2004.



	8.
	First
Ranking Pledge of Floating Charge between Enköping-Bålsta Fastighetsbolag AB and the Security Trustee dated 22 January 2004.



	9.
	First
Ranking Pledge of Floating Charge between Malmfältens Omnibus AB and the Security Trustee dated 22 January 2004.



	10.
	First
Ranking Pledge of Floating Charge between Swebus AB and the Security Trustee dated 22 January 2004.



	11.
	Second
Ranking Pledge of Floating Charge between Swebus AB and the Company dated 22 January 2004.



	12.
	First
Ranking Pledge of Buses Agreement between Swebus BusCo AB and the Security Trustee dated 22 January 2004.



	13.
	Second
Ranking Pledge of Buses Agreement between Swebus BusCo AB and the Company dated 22 January 2004.



	14.
	Account
Pledge Agreement between Ingeniør M.O. Schøyens Bilcentraler AS and the Security Trustee dated 22 January 2004.



	15.
	Declaration
of Pledge between Ingeniør M.O. Schøyens Bilcentraler AS and the Security Trustee dated 22 January 2004.



	16.
	Pledge
of Floating Charge between Concordia Bus Finland Oy AB and the Security Trustee dated 22 January 2004 in respect of bearer notes. 


S-1








   ANNEX A  


FORM
OF REGULATION S CERTIFICATE 


(For
transfers pursuant to § 305(b)(i), (iii), (iv) and (v) of this Indenture) 


Deutsche
Bank Trust Company Americas

60 Wall Street

New York, NY 10005 



	[	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 
	 	 	 	 	]





Attn:
Corporate Trust and Agency Services 


	Re:
	9.125%
Senior Secured Notes due August 1, 2009 of Concordia Bus Nordic AB (publ) (the "Notes") 



        Reference
is made to the Indenture, dated January 22, 2004 (the "Indenture"), between Concordia Bus Nordic AB (publ), (the
"Company") and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein as so defined. 


        This
certificate relates to €            principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified
Notes"): 



	      	 	 	 	 	 	 
	 	 	COMMON CODE No(s).	 	 
	 	 	 	 	 	 	

	

 	
 	

ISIN No(s).	
 	

 	
 	

 
	 	 	 	 	

	

 	
 	

CERTIFICATE No(s).	
 	

 
	 	 	 	 	 	 	






        The
person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so or (iii) it is the Holder
of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are not
represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. 



        The
Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of a
Regulation S Note. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement
under the Securities Act, it is being effected in accordance with Rule 904 of Regulation S or Rule 144 under the Securities Act and with all applicable securities laws of the
states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies or has certified as follows: 


	(1)
	Rule 904 Transfers



        If
the transfer is being effected in accordance with Rule 904 of Regulation S: 



	(A)
	the
Owner is not a distributor of the Notes, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing; 



A-1







 



	(B)
	the
offer of the Specified Notes was not made to a person in the United States or for the account or benefit of a U.S. Person;



	(C)
	either:



	(i)
	at
the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the
Transferee was outside the United States, or



	(ii)
	the
transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the International Securities Market Association or another
designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;






	(D)
	no
directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;



	(E)
	if
the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Notes, and the transfer is to occur during the
Distribution Compliance Period, then the requirements of Rule 904(c)(1) have been satisfied; and



	(F)
	the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.






	(2)
	Rule 144 Transfers



        If
the transfer is being effected pursuant to Rule 144: 



	(A)
	the
transfer is occurring after [            ], and is being effected in accordance with the applicable amount, manner of sale and notice requirements of
Rule 144; or



	(B)
	the
transfer is occurring after [            ], and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. 




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



	Dated:	 	 	 	 	 
	 	 	
	 	 
	 	 	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	

 	
 	

By:	

 	
 	

 
	 	 	 	
 Name:

Title:	 	 
	

 	
 	

(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)




A-2








   ANNEX B  


FORM
OF RESTRICTED NOTES CERTIFICATE 


(For
transfers pursuant to § 305(b)(ii), (iii), (iv) and (v) of this Indenture) 


Deutsche
Bank Trust Company Americas

60 Wall Street

New York, NY 10005 



	[	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 
	 	 	 	 	]





Attn:
Corporate Trust and Agency Services 


	Re:
	9.125%
Senior Secured Notes due August 1, 2009 of Concordia Bus Nordic AB (publ) (the "Notes") 



        Reference
is made to the Indenture, dated January 22, 2004 (the "Indenture"), between Concordia Bus Nordic AB (publ) (the
"Company") and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. 


        This
certificate relates to €            principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified
Notes"): 



	      	 	 	 	 	 	 
	 	 	COMMON CODE No(s).	 	 
	 	 	 	 	 	 	

	

 	
 	

ISIN No(s).	
 	

 	
 	

 
	 	 	 	 	

	

 	
 	

CERTIFICATE No(s).	
 	

 
	 	 	 	 	 	 	






        The
person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so or (iii) it is the Holder
of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are not
represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. 



        The
Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of a
Restricted Note. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement under the
Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies or has certified that: 


	(1)
	Rule 144A Transfers





        If
the transfer is being effected in accordance with Rule 144A: 



	(A)
	the
Specified Notes are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of 



B-1







 


Rule 144A,
acquiring for its own account or for the account of a qualified institutional buyer; and 



	(B)
	the
Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with
the transfer.






	(2)
	Rule 144 Transfers



        If
the transfer is being effected pursuant to Rule 144: 



	(A)
	the
transfer is occurring after [                        ], and is being effected in accordance with the applicable amount, manner of
sale and notice requirements of
Rule 144; or



	(B)
	the
transfer is occurring after [                        ], and the Owner is not, and during the preceding three months has not been,
an affiliate of the Company. 




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



	Dated:	 	 	 	 	 
	 	 	
	 	 
	 	 	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	

 	
 	

By:	

 	
 	

 
	 	 	 	
 Name:

Title:	 	 
	

 	
 	

(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)




B-2








   ANNEX C  


FORM
OF UNRESTRICTED NOTES CERTIFICATE 


(For
removal of Securities Act legends pursuant to § 305(c)) 


Deutsche
Bank Trust Company Americas

60 Wall Street

New York, NY 10005 



	[	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 
	 	 	 	 	]





Attn:
Corporate Trust and Agency Services 


	Re:
	9.125%
Senior Secured Notes due August 1, 2009 of Concordia Bus Nordic AB (publ) (the "Notes") 



        Reference
is made to the Indenture, dated January 22, 2004 (the "Indenture"), between Concordia Bus Nordic AB (publ) (the
"Company") and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. 


        This
certificate relates to €                        principal amount of Notes, which are evidenced by the following
certificate(s) (the "Specified
Notes"): 



	      	 	 	 	 	 	 
	 	 	COMMON CODE No(s).	 	 
	 	 	 	 	 	 	

	

 	
 	

ISIN No(s).	
 	

 	
 	

 
	 	 	 	 	

	

 	
 	

CERTIFICATE No(s).	
 	

 
	 	 	 	 	 	 	






        The
person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so or (iii) it is the Holder
of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are not
represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. 



        The
Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities Act legend pursuant to Section 305(c) of this Indenture. In connection with such
exchange, the Owner hereby certifies or has certified that the exchange is occurring after February 7, 2002, and the Owner is not, and during the preceding three months has not been, an
affiliate of the Company. The Owner also acknowledges or has acknowledged that any future transfers of the Specified Notes must comply with all applicable securities laws of the states of the United
States and other jurisdictions. 


C-1







 



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



	Dated:	 	 	 	 	 
	 	 	
	 	 
	 	 	(Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	

 	
 	

By:	

 	
 	

 
	 	 	 	
 Name:

Title:	 	 
	

 	
 	

(If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)




C-2








   ANNEX D  


Concordia
Bus Nordic AB (publ) 


The
Euroclear System

1 Boulevard du Roi Albert II

B-1210 Brussels 


Clearstream
Banking S.A.

3-5 Place Winston Churchill

L-2964 Luxembourg 


Deutsche
Bank Trust Company Americas

60 Wall Street

New York, NY 10005 



	[	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 
	 	 	 	 	]





Attn:
Corporate Trust and Agency Services 


	Re:
	11%
Senior Secured Notes due August 1, 2009 



Ladies
and Gentlemen: 


        Reference
is hereby made to the Indenture dated January 22, 2009 (the "Indenture") between Concordia Bus Nordic AB (publ) and
Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used and not defined herein shall have the meanings given them in the Indenture. 



        This
letter relates to €            principal amount of Notes represented by the Regulation S Global Note. We hereby certify that the offering of the Notes
closed on February 7, 2000 and therefore, the distribution compliance period (as defined in Regulation S) with respect to the offer and sale of the Notes will terminate on
    •    . 



	 	 	Concordia Bus Nordic AB
	

 	
 	

By:	

 	
 	

 
	 	 	 	
 Name:

Title:

	 	 




D-1








Reconciliation and tie between the Trust Indenture Act

of 1939 and this Indenture, dated as of July 19, 1999  



	Trust Indenture Act Section
 
	 	Indenture

Section

	§ 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608
	 	 	610
	§ 311(a)	 	613
	(b)	 	613
	§ 312(a)	 	701
	 	 	702(a)
	(b)	 	702(b)
	(c)	 	702(c)
	§ 313(a)	 	703(a)
	(b)	 	703(a)
	(c)	 	703(a)
	(d)	 	703(b)
	§ 314(a)	 	704
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	§ 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	§ 316(a)	 	101
	(a)(1)(A)	 	502
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	§ 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§ 318(a)	 	107











 
 

TABLE OF CONTENTS    
    



	101.	 	DEFINITIONS	 	1
	102.	 	COMPLIANCE CERTIFICATES AND OPINIONS	 	24
	103.	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	 	24
	104.	 	ACTS OF HOLDERS; RECORD DATE	 	25
	105.	 	NOTICES, ETC., TO TRUSTEE AND COMPANY	 	26
	106.	 	NOTICE TO HOLDERS; WAIVER	 	26
	107.	 	TRUST INDENTURE ACT CONTROLS	 	26
	108.	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS	 	27
	109.	 	SUCCESSORS AND ASSIGNS	 	27
	110.	 	SEVERABILITY CLAUSE	 	27
	111.	 	BENEFITS OF INDENTURE	 	27
	112.	 	GOVERNING LAW	 	27
	113.	 	LEGAL HOLIDAYS	 	27
	114.	 	AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES	 	28
	115.	 	CONVERSION OF CURRENCY	 	29
	116.	 	CURRENCY EQUIVALENT	 	29
	201.	 	FORMS GENERALLY	 	29
	202.	 	FORM OF FACE OF GLOBAL NOTE	 	30
	203.	 	FORM OF FACE OF CERTIFICATED NOTE	 	32
	204.	 	FORM OF REVERSE OF NOTE	 	35
	205.	 	FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION	 	40
	301.	 	TITLE AND TERMS	 	41
	302.	 	DENOMINATIONS	 	42
	303.	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	 	42
	304.	 	TEMPORARY NOTES	 	43
	305.	 	TRANSFER AND EXCHANGE	 	43
	306.	 	MUTILATED, DESTROYED, LOST AND STOLEN NOTES	 	48
	307.	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	 	48
	308.	 	PERSONS DEEMED OWNERS	 	49
	309.	 	CANCELLATION	 	49
	310.	 	COMPUTATION OF INTEREST	 	50
	311.	 	COMMON CODE/ISIN NUMBERS	 	50
	312.	 	PRESCRIPTION	 	50
	401.	 	SATISFACTION AND DISCHARGE OF INDENTURE	 	50
	402.	 	APPLICATION OF TRUST MONEY	 	51
	501.	 	EVENTS OF DEFAULT	 	51
	502.	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	 	53
	503.	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	 	54
	504.	 	TRUSTEE MAY FILE PROOFS OF CLAIM	 	55
	505.	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES	 	55
	506.	 	APPLICATION OF MONEY COLLECTED	 	55
	507.	 	LIMITATION ON SUITS	 	56
	508.	 	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	 	56
	509.	 	RESTORATION OF RIGHTS AND REMEDIES	 	56
	510.	 	RIGHTS AND REMEDIES CUMULATIVE	 	56
	511.	 	DELAY OR OMISSION NOT WAIVER	 	57
	512.	 	CONTROL BY HOLDERS	 	57
	513.	 	WAIVER OF PAST DEFAULTS	 	57
	 	 	 	 	 









	514.	 	UNDERTAKING FOR COSTS	 	57
	515.	 	WAIVER OF STAY OR EXTENSION LAWS	 	58
	601.	 	CERTAIN DUTIES AND RESPONSIBILITIES	 	58
	602.	 	NOTICE OF DEFAULTS	 	58
	603.	 	CERTAIN RIGHTS OF TRUSTEE	 	59
	604.	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES	 	60
	605.	 	MAY HOLD NOTES	 	60
	606.	 	MONEY HELD IN TRUST	 	60
	607.	 	COMPENSATION AND REIMBURSEMENT	 	60
	608.	 	DISQUALIFICATION; CONFLICTING INTERESTS	 	61
	609.	 	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	 	61
	610.	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	 	61
	611.	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	 	62
	612.	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	 	63
	613.	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	 	63
	614.	 	APPOINTMENT OF AUTHENTICATING AGENT	 	63
	615.	 	TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY	 	64
	701.	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	 	65
	702.	 	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	 	65
	703.	 	REPORTS BY TRUSTEE	 	65
	704.	 	OFFICER'S CERTIFICATE WITH RESPECT TO CHANGE IN INTEREST RATES	 	65
	801.	 	COMPANY AND GUARANTORS MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS	 	66
	802.	 	SUCCESSOR SUBSTITUTED	 	68
	901.	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	 	68
	902.	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	 	69
	903.	 	EXECUTION OF SUPPLEMENTAL INDENTURES	 	70
	904.	 	EFFECT OF SUPPLEMENTAL INDENTURES	 	70
	905.	 	CONFORMITY WITH TRUST INDENTURE ACT	 	70
	906.	 	REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES	 	70
	1001.	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	 	71
	1002.	 	MAINTENANCE OF OFFICE OR AGENCY	 	71
	1003.	 	MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST	 	71
	1004.	 	EXISTENCE	 	72
	1005.	 	MAINTENANCE OF PROPERTIES	 	72
	1006.	 	PAYMENT OF TAXES AND OTHER CLAIMS	 	73
	1007.	 	MAINTENANCE OF INSURANCE	 	73
	1008.	 	LIMITATION ON INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED SHARE CAPITAL AND PREFERRED SHARES	 	73
	1009.	 	LIMITATION ON RESTRICTED PAYMENTS	 	76
	1010.	 	LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES	 	78
	1011.	 	LIMITATION ON LIENS	 	79
	1012.	 	LIMITATION ON SALE AND LEASEBACK TRANSACTIONS	 	79
	1013.	 	LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS	 	80
	1014.	 	LIMITATION ON CERTAIN ASSET SALES	 	81
	1015.	 	CHANGE OF CONTROL	 	82
	1016.	 	LIMITATION ON SALES AND ISSUANCES OF EQUITY INTERESTS IN RESTRICTED SUBSIDIARIES	 	84
	1017.	 	LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS	 	84
	1018.	 	ADDITIONAL AMOUNTS	 	85
	1019.	 	PROVISION OF FINANCIAL INFORMATION	 	88
	1020.	 	STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES	 	88
	1021.	 	WAIVER OF CERTAIN COVENANTS	 	89
	 	 	 	 	 









	1022.	 	DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES	 	89
	1023.	 	PAYMENTS FOR CONSENT	 	89
	1024.	 	PERMITTED ACTIVITIES AND AMENDMENT OF SECURITY DOCUMENTS	 	90
	1025.	 	ADVANCES TO SUBSIDIARIES	 	90
	1101.	 	RIGHT OF REDEMPTION	 	90
	1102.	 	APPLICABILITY OF ARTICLE	 	90
	1103.	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE	 	90
	1104.	 	SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED	 	91
	1105.	 	NOTICE OF REDEMPTION	 	91
	1106.	 	DEPOSIT OF REDEMPTION PRICE	 	92
	1107.	 	NOTES PAYABLE ON REDEMPTION DATE	 	92
	1108.	 	NOTES REDEEMED IN PART	 	92
	1201.	 	GUARANTEE	 	92
	1202.	 	LIMITATION ON LIABILITY	 	95
	1203.	 	SUCCESSORS AND ASSIGNS	 	95
	1204.	 	NO WAIVER	 	96
	1205.	 	MODIFICATION	 	96
	1206.	 	RELEASE OF GUARANTORS	 	96
	1207.	 	SEVERABILITY	 	97
	1301.	 	COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	 	97
	1302.	 	DEFEASANCE AND DISCHARGE	 	97
	1303.	 	COVENANT DEFEASANCE	 	97
	1304.	 	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	 	98
	1305.	 	DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS	 	99
	1306.	 	REINSTATEMENT	 	100
	1401.	 	COLLATERAL AND SECURITY DOCUMENTS	 	100
	1402.	 	POSSESSION, USE AND RELEASE OF COLLATERAL	 	101
	1403.	 	SUITS TO PROTECT THE COLLATERAL	 	103










CONFORMED COPY



	

            
	

Dated January 22, 2004
	

CONCORDIA BUS NORDIC AB (publ)

(the "Company")
	

and
	

the Guarantors party hereto
	

to
	

DEUTSCHE BANK TRUST COMPANY AMERICAS

(the "Trustee")
	

            
	

            
	


	

INDENTURE
	

9.125% Senior Secured Notes due August 1, 2009
	


	

            
	

            
	

            
	

            
	
ALLEN & OVERY

New York
 13117-00803 NY:131591.4
	

            
	

            














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