**Exhibit 4.17**

 

CONCORDIA BUS NORDIC AB (PUBL)****(THE **“COMPANY”**)

 

AND

 

THEGUARANTORS PARTY HERETO

 

AND

 

DEUTSCHEBANK TRUST COMPANY AMERICAS(THE **“TRUSTEE”**)

 

 

AMENDMENTTO INDENTURE

dated January 22, 2004, between ConcordiaBus Nordic AB (publ) and

DeutscheBank Trust Company Americas, as Trustee

 

 

August 25,2005

 

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SUPPLEMENTAL INDENTURE (this **“Supplemental Indenture”**), dated August [•],2005, among Concorda Bus Nordic AB (publ), a public limited liability companyorganized under the laws of Sweden (the **“Company”**)**,**havingits principal executive office at Solna Strandväg, SE-171 54 Stockholm, Sweden,the guarantors party thereto (the **“Guarantors”**) and Deutsche Bank Trust CompanyAmericas (the **“Trustee”**), a banking corporation organizedunder the laws of the State of New York, having its principal office at 60 WallStreet, New York, NY 10005.

 

**WITNESSETH:**

 

WHEREAS,the Company has heretofore executed and delivered to the Trustee an Indenture(the **“Indenture”**), dated January 22, 2004,providing for the issuance by the Company of €130,000,000 9.125% Senior SecuredNotes due August 1, 2009 (the **“Notes”**);

 

WHEREAS,pursuant to Section 902 of the Indenture, the Company and the Trustee mayamend or supplement certain terms and covenants contained in the Indenture withthe written consent of the holders of Notes of at least a majority in principalamount of the outstanding Notes, subject to certain exceptions specified in Section 902of the Indenture;

 

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

 

WHEREAS,as of the date hereof, a majority of holders of Notes eligible to consent inaccordance with the terms of the Indenture have consented to the adoption ofcertain amendments (the **“Proposed Amendments”**) to the Indenture and have notvalidly revoked such consents; and

 

WHEREAS,the Company has delivered to the Trustee the Officers’ Certificate and Opinionof Counsel contemplated by Sections 903 and 102 of the Indenture.

 

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

 

1.                                       **CAPITALIZED TERMS.**

 

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

 

2.**                                       EFFECTIVENESS; CONDITIONS PRECEDENT.**

 

2.1                                 The Companyrepresents and warrants that each of the conditions precedent to the amendmentand supplement of the Indenture (including such conditions pursuant to Section 902of the Indenture) have been satisfied in all respects. The Company and theTrustee are today executing this Supplemental Indenture.

 

2.2                                 The ProposedAmendments will be effective immediately following delivery by the Company tothe Trustee of an Officers’ Certificate confirming the completion of theclosing and settlement of the third party tender offer commenced on July 28,2005 and

 

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terminating on August 24, 2005 (the **“Third Party Tender Offer”**) and payment of both the consent feepayable in connection with the consent solicitation commenced on July 28,2005 and terminating on August 24, 2005 and the tender offer price payablein connection with the Third Party Tender Offer to all holders of Senior Noteswho are entitled to receive such payment. The Company undertakes to providesuch a Certificate immediately upon conclusion of such closing and settlement.

 

3.**                                      ****AMENDMENTSTO THE INDENTURE.**

 

Pursuantto Section 902 of the Indenture, the Company and the Trustee hereby agreeto amend the Indenture as follows:

 

3.1                                 **SECTION 101(DEFINITIONS)**

 

3.1.1                        Deletion of thedefinition of **“Additional****Notes”**

 

3.1.2                        Paragraph (2) ofthe items deemed not to be Asset Sales in the definition of **“Asset Sale”** to be deleted and replaced with

 

(2) atransfer of assets between or among the Company and its Wholly Owned RestrictedSubsidiaries that are Subsidiary Guarantors; **providedthat**Swebus AB and Swebus Busco AB shall not transfer any assetsother than to the Company unless such transfer does not materially impair thesecurity granted hereby or by the Security Documents over such transferredassets (as certified to the Trustee and Security Trustee in an Officers’Certificate);

 

3.1.3                        Paragraph (4) ofthe items deemed not to be Asset Sales in the definition of **“Asset Sale”**tobe amended so that the final provision will read **“and provided further that clause (3) of Section 1014 iscomplied with”**.

 

3.1.4                        Paragraph (4) ofthe definition of **“Fixed Charges”**tobe deleted and replaced with the following paragraph:

 

(4) theproduct of (a) all payments (whether by way of dividends, distributions oradvances, and whether or not in cash), (i) in respect of the MezzanineFacility Agreement, other than interest in respect of the SubordinatedShareholder Loan and (ii) on any series of Preference Shares of suchPerson or any of its Restricted Subsidiaries, other than dividend payments onEquity Interests payable solely in Equity Interests of the Company (otherDisqualified Share Capital) or to the Company or a Restricted Subsidiary of theCompany, times (b) a fraction, the numerator of which is one and thedenominator of which is one minus the then current combined federal, state andlocal statutory tax rate of such Person, expressed as a decimal, in each case,on a consolidated basis and in accordance with GAAP.

 

3.1.5                        Insertion of thefollowing definition of **“Free Cash Flow”**:

 

**“Free Cash Flow”** means ConsolidatedCashflow minus Working Capital Changes and minus the sum of PermittedInvestments and Net Proceeds.

 

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3.1.6                        Insertion of additionaldefinition for **“Hedging Obligations”** as new paragraph (3):

 

(3) any agreement or arrangement designed to protect the Company againstfluctuations in fuel prices.

 

3.1.7                        Insertion of the followingdefinition of **“Intragroup CapitalContribution”**:

 

**“Intragroup Capital Contribution”**means the amountof approximately €11,800,000 of an unpaid capital contribution from the Company to the Parentexisting on the date of this Indenture.

 

3.1.8                        Insertion of thefollowing definition of **“Mezzanine Facility”**:

 

**“Mezzanine Facility”**means the Mezzanine Facility provided by theMezzanine Facility Agreement dated the date hereof, between Concordia Bus AB, Holdingand those financial institutions that are signatory thereto.

 

3.1.9                        Definition of **“Original****Notes”**to be deleted and replaced with the following definition:

 

**“Original****Notes”** means the Notesthat are not Exchange Notes.

 

3.1.10                  Paragraph (2) ofdefinition of **“Permitted Investments”**tobe deleted and replaced with the following definition:

 

(2) anyInvestment by the Company orany Restricted Subsidiary of the Company in a Person primarily engaged in aPermitted Business, if (a) such Person is or, as a result of suchInvestment becomes, a Restricted Subsidiary of the Company; or (b) as aresult of such Investment such Person is merged, consolidated or amalgamatedwith or into, or transfers or conveys substantially all of its assets to, or isliquidated into, the Company or a Restricted Subsidiary of the Company;

 

3.1.11                  Paragraph (1) ofthe definition of **“Permitted Liens”**tobe deleted and replaced with the following definition:

 

(1) Liensto secure Indebtedness incurred under a Revolving Credit Facility, **provided that**(a) such Liens consistsolely of security interests in accounts receivable (and related assets); (b) theaggregate nominal value of all such accounts receivable is not more than theamount outstanding under the Revolving Credit Facility at the time such Lien iscreated; (c) such Liens rank *paripassu* with or are subordinated to the Liens withrespect to the Notes and (d) such Liens do not exceed, in aggregate, SEK100,000,000;

 

3.1.12                  Paragraph (8) ofthe definition of **“Permitted Liens”**tobe deleted and replaced with the following definition:

 

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(8) Liensto secure Indebtedness incurred under (a) Capital Lease Obligations,mortgage financing or purchase money obligations, in each case, for the purposeof financing all or any part of the purchase price or cost of construction orimprovement of property, plant or equipment or buses or other vehicles used inthe business of the Company or such Restricted Subsidiary and (b) AttributableDebt in respect of Sale and Leaseback Transactions, **provided that**such Liens incurred pursuant to (a) and (b) shallnot exceed in aggregate SEK 100,000,000;

 

3.1.13                  Deletion ofdefinition of **“Qualifying RestrictedSubsidiary”**

 

3.1.14                  Insertion of thefollowing definition of **“Restructuring”**:

 

**“Restructuring”**means the exchange of Parent Notes for ordinaryshares of the Indirect Parent, substantially upon the terms and conditions ofthe Restructuring Agreement.

 

3.1.15                  Insertion of thefollowing definition of **“RestructuringAgreement”**:

 

**“Restructuring Agreement”** means therestructuring agreement dated July 22, 2005 among the Indirect Parent,Concordia Bus BV, Holding, GS Capital Partners III, L.P. GS Capital Partners IIOffshore, L.P., Goldman Sachs & Co. Verwaltungs GmbH and Schyen Gruppen AS.

 

3.1.16                  Insertion of thefollowing definition of **“Security Agent”**:

 

**“Security Agent”**means the security agent under the MezzanineFacility.

 

3.1.17                  Definition of **“Subordinated Shareholder Loan”**to bedeleted and replaced with the following definition:

 

“SubordinatedShareholder Loan” means the SEK 501.3 million loan from the Indirect Parent tothe Company, made on February 28, 2002 pursuant to the subordinated loanagreement executed on February 28, 2002 and amended and restated on 22 December 2003and further amended on [•], in part toreflect the assignment of the same from the Indirect Parent to Holding.

 

3.1.18                  Insertion of thefollowing definition of **“Swedish PublicComposition Loan”**

 

**“Swedish Public Composition Loan”**shall mean a loanfrom the Indirect Parent to the Company, in an amount equal to the amount theIndirect Parent remains obligated following the Restructuring to pay to holdersof Parent Notes who did not consent to the Restructuring (“Non-ConsentingHolders”), such loan to be repayable in cash to the Indirect Parent by theCompany on or about the business day prior to the date the Indirect Parent mustmake cash payments to Non-Consenting Holders to retire their reduced debtobligations.

 

3.1.19                  Insertion of thefollowing definition of **“Tranche A”**:

 

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**“Tranche****A”** means Tranche A of the Mezzanine Facility.

 

3.1.20                  Insertion of thefollowing definition of **“Tranche C”**:

 

**“Tranche****C”** means Tranche C of the Mezzanine Facility.

 

3.l.21                     Insertion of the following definition of **“Working Capital Changes”**

 

**“Working Capital Changes”**means the change in the inventory, currentliabilities and current receivables, each on a basis and determined in accordancewith GAAP.

 

3.2                                 **SECTION 301- TITLE AND TERMS**

 

Thefirst paragraph of Section 301 to be deleted and replaced with thefollowing paragraph:

 

Theaggregate principal amount at maturity of Notes which may be authenticated anddelivered under this Indenture is limited to €130,000,000 aggregate principalamount of Notes; except for, Notes authenticated and delivered uponregistration of transfer of, or in exchange for, or in lieu of, other Notespursuant to Sections 304, 305, 906 or 1108 or in connection with an Offer toPurchase pursuant to Section 1014 or 1015.

 

3.3                                 **SECTION 303- EXECUTION, AUTHENTICATION, DELIVERY AND DATING**

 

Thefollowing paragraphs to bedeleted from this section:

 

TheCompany shall be entitled, subject to Section 301, to issue AdditionalNotes under this Indenture which shall have identical terms as the Notes issued on theIssue Date, other than with respect to the date of issuance, issue price andamount 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 asa single class for all purposes under this Indenture.

 

Withrespect to any Additional Notes, the Company shall provide the Trustee withevidence satisfactory to it that the Additional Notes have been duly authorizedand issued and set forth in a Board Resolution and an Officer’s Certificate orsuch other appropriate evidence that the Additional.

 

Noteshave been duly authorized and issued, a copy of each of which shall bedelivered promptly to the Trustee, with the following information:

 

(1)                                  the aggregateprincipal amount of such Additional Notes to be authenticated and delivered pursuant tothis Indenture; and

 

(2)                                  the issue price,the issue date and the common code and ISIN numbers of such Additional Notes and theamount of interest payable on the first payment date applicable thereto;provided, however, that no Additional Notes may be issued at a price that wouldcause such Additional Notes to have “original issue discount” within themeaning of Section 1273 of the U.S. Internal Revenue Code of 1986, asamended.

 

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3.4                                 **SECTION 501-****EVENTS****OF DEFAULT**

 

3.4.1                        Inclusion of thefollowing subsection:

 

(3)                                  the seeking ormaking by the Company or any Significant Subsidiary of a composition with itscreditors or the admission by the Company or any such Significant Subsidiary inwriting of its inability to pay its debts generally as they become due;

 

3.4.2                        Paragraph 11(b) tobe deleted and replaced with the following paragraph:

 

(b)                                 a decree or orderadjudging the Company or any such Significant Subsidiary a bankrupt orinsolvent under any applicable Insolvency Law, or appointing a custodian,receiver, liquidator, assignee, trustee, reconstructor, sequestrator or othersimilar official of the Company or any such Significant Subsidiary or of anysubstantial part of the property of the Company or any such SignificantSubsidiary, or ordering the winding up or liquidation of the affairs of theCompany or any such Significant Subsidiary, and the continuance of any suchdecree or order for relief or any such other decree or order unstayed and ineffect for a period of 90 consecutive days; or

 

3.4.3                        Paragraph 12 to bedeleted and replaced with the following paragraph:

 

(12)                            the commencementby the Company or any of its Significant Subsidiaries of a voluntary case orproceeding under any applicable Insolvency Law or of any other case orproceeding to be adjudicated a bankrupt or insolvent, or the consent by theCompany or any such Significant Subsidiary to the entry of a decree or orderfor relief in respect of the Company or any such Significant Subsidiary in aninvoluntary case or proceeding under any applicable Insolvency Law or to thecommencement of any bankruptcy or insolvency case or proceeding against theCompany or any such Significant Subsidiary, or the filing by the Company or anysuch Significant Subsidiary of a petition or answer or consent seeking reorganizationor relief under any applicable Insolvency Law, or the consent by the Company orany such Significant Subsidiary to the filing of such petition or to theappointment of or taking possession by a custodian, receiver, liquidator,assignee, trustee, reconstructor, sequestrator or similar official of theCompany or any such Significant Subsidiary or of any substantial part of theproperty of the Company or any such Significant Subsidiary, or an assignmentfor the benefit of creditors generally.

 

Notwithstandingthe foregoing, the occurrence of one of more of the events described in this Section 501in connection with the Restructuring shall be deemed not to be an Event ofDefault.

 

3.5                                 **SECTION  502 - ACCELERATION OF MATURITY, RESCISSION ANDANNULMENT**

 

3.5.1                        Subsection (2)(b) of Section 502 to be deleted and replacedwith the following paragraph:

 

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(b)                                 all Events ofDefault, other than the non-payment of the principal, premium, if any, interestand Additional Amounts, if any, of such Notes which have become due solely bysuch declaration of acceleration, have been cured or waived as provided in Section 513.

 

3.6**                                ****SECTION 1008- LIMITATION ON INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED SHARE CAPITAL ANDPREFERRED SHARES**

 

3.6.1                        Subsection (2) tobe deleted and replaced in its entirety with the following:

 

Solong as no Default or Event of Default will have occurred and be continuing orwould be caused thereby, clause (1) of this Section 1008 will notprohibit the incurrence of any of the following items of Indebtedness(collectively, **“Permitted Debt”**):

 

(a)                                  the incurrence bythe Company of Indebtedness represented by the Original Notes and the ExchangeNotes issued in exchange therefore and Indebtedness of Guarantors pursuant totheir Note Guarantees;

 

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

 

(c)                                  the incurrence bythe Company or any Subsidiary Guarantor of intercompany Indebtedness between oramong the Company and any of its Wholly Owned Restricted Subsidiaries;provided, however, that (a) if the Company or a Subsidiary Guarantor isthe obligor on such Indebtedness, such Indebtedness shall be expressly subordinatedto the prior payment in full in cash of all Obligations with respect to theNotes; and (b) (i) any subsequent issuance or transfer of EquityInterests that results in any such Indebtedness being held by a Person otherthan the Company or a Wholly Owned Restricted Subsidiary that is a Guarantorthereof and (ii) any sale or other transfer of any such Indebtedness to aPerson that is not either the Company or a Wholly Owned Restricted Subsidiarythat is a Subsidiary Guarantor thereof; shall be deemed, in each case, toconstitute an incurrence of such Indebtedness by the Company or such RestrictedSubsidiary, as the case may be, that was not permitted by this clause (c);

 

(d)                                 the incurrence bythe Company or any of its Restricted Subsidiaries of Hedging Obligations (i) thatare incurred for the purpose of fixing or hedging interest rate risk withrespect to any floating rate Indebtedness, or fixing or hedging foreigncurrency exchange rate risk with respect to any Indebtedness, in each case thatis permitted by the terms of this Indenture to be outstanding or (ii) thatare incurred for the purpose of fixing or hedging fuel price risk incurred inthe ordinary course of business **provided that**if in accordance with GAAP such incurrence must be recorded as a liabilityin the

 

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balance sheet of theCompany or one of its Restricted Subsidiaries, such Hedging Obligations sorecorded shall not exceed EUR 15,000,000 at any time outstanding;

 

(e)                                  the guarantee by theCompany of Indebtedness of a Restricted Subsidiary of the Company that waspermitted to be incurred by another provision of this Section;

 

(f)                                    the incurrence bythe Company or any Subsidiary Guarantor of additional Indebtedness in anaggregate principal amount (or accreted value, as applicable) at any timeoutstanding, including all Permitted Refinancing Indebtedness incurred torefund, refinance or replace any Indebtedness incurred pursuant to this clause(f), not to exceed SEK 245,000,000;

 

(g)                                 the accrual ofinterest, the accretion or amortization of original issue discount, thecapitalization of interest, the payment of interest on any Indebtedness in theform of additional Indebtedness with the same terms as the Indebtedness onwhich such interest accrued, and the payment of dividends on Disqualified ShareCapital in the form of additional shares of the same class of DisqualifiedShare Capital, provided, in each such case, that the amount thereof is includedin Fixed Charges of the Company as accrued;

 

(h)                                 the incurrence ofIndebtedness of the Company or any of its Restricted Subsidiaries representingor comprising Obligations under performance and surety bonds provided by theCompany or any of its Restricted Subsidiaries in the ordinary course ofbusiness;

 

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

 

(j)                                     the incurrence ofIndebtedness by the Company or any of its Restricted Subsidiaries arising fromagreements either providing for indemnification, adjustment of purchase price,earn out or other similar obligations, in each case incurred or assumed inconnection with the disposition of any business or assets of the Company or aRestricted Subsidiary of the Company or the disposition of a RestrictedSubsidiary, other than Guarantees of Indebtedness incurred by any Personacquiring all or any portion of such business, assets or Restricted Subsidiaryfor the purpose of financing such acquisition, provided, however, that themaximum assumable liability in respect of all such Indebtedness will at no timeexceed the gross proceeds actually received by the Company and its RestrictedSubsidiaries in connection with such disposition;

 

(k)                                  Guarantees by anyRestricted Subsidiary made in compliance with Section 1017;

 

(1)                                  Indebtedness ofthe Company represented by the Subordinated Shareholder Loan;

 

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(n)                                 Indebtedness ofthe Company represented by the Intragroup Capital Contribution; and

 

(o)                                 Indebtedness ofthe Company represented by the Swedish Public Composition Loan.

 

3.7                                 **SECTION 1009- LIMITATION ON RESTRICTED PAYMENTS**

 

3.7.1                        Subsections (2)(b), (c) and (f) to be deleted and replaced withthe following paragraphs:

 

(b)                                 payments ofdividends or distributions in order to provide funds to pay amounts required tobe paid by the Indirect Parent in connection with its reporting obligationsunder United States federal securities laws or amounts required by the IndirectParent or Holding to pay costs associated with its activities as a holdingcompany, **provided that**suchamounts have actually been incurred by the Indirect Parent, or Holding, as thecase may be, or are expected to be incurred within 7 days of such payment andprovided further that such amounts do not exceed an aggregate of SEK 10,000,000in any financial year;

 

(c)                                  payments ofdividends or distributions, or payments or prepayments of amounts due oroutstanding under the Subordinated Shareholder Loan and the Intragroup CapitalContribution, in an aggregate amount of up to the value of all cash interestpayments required to be made in respect of the Mezzanine Facility, to beapplied to the cash interest balance outstanding (whether relating to the thencurrent period, or any prior period in which any cash interest was not paidwhen due), **provided that**any suchpayment made by the Company or any Restricted Subsidiary is made into a bankaccount, in the name of Holding, held with Danske Bank which is pledged to theMezzanine Facility Security Agent for the benefit of the Mezzanine Facilitylenders.

 

(f)                                    the defeasance of,redemption or any payment in respect of the Intragroup Capital Contribution andthe Swedish Composition Loan;

 

3.7.2                        Insertion of thefollowing paragraphs:

 

(h)                                 the payment ofdistributions, dividends or contributions of up to 50% of Free Cash Flow inexcess of the sum of SEK 100,000,000 and amounts paid in respect of theIntragroup Capital Contribution as permitted by clause (c) hereof, in anygiven fiscal year;

 

(i)                                     any such further distributionor payment to Holding, in relation to Excess Proceeds (as defined in clause (4) ofSection 1014), required by Section 1014; and

 

(j)                                     payments in accordancewith the Agreed Costs Schedule referenced in the Mezzanine Facility.

 

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3.8                                 **SECTION 1013- LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS**

 

3.8.1                        Insertion of thefollowing as subsection l(c):

 

(c)                                  Notwithstandingthe preceding provisions, the Company may enter into any Affiliate Transactionin connection with the Restructuring, including, without limitation,transactions related to the Subordinated Shareholder Loan, the SwedishComposition Loan, the Intragroup Capital Contribution and the MezzanineFacility, without complying with the preceding provisions.

 

3.8.2                        Subsection 2(a) tobe deleted and replaced with the following subsection:

 

(a)                                  reasonable feesand compensation paid to and indemnity provided on behalf of, officers,directors, employees or consultants of the Company or any Restricted Subsidiaryof the Company in the ordinary course of business and consistent with the pastpractice of the Company or such Restricted Subsidiary, and all reasonable feesand compensation paid in respect of the Management Services Agreement tocurrent and future employees, all as determined in good faith by the Company’sboard of directors or senior management;

 

3.9**                                ****1014 -LIMITATION ON CERTAIN ASSET SALES**

 

Subsection (4) tobe deleted and replaced with the following subsection:

 

(4)                                  Any Net Proceedsfrom Asset Sales that are not applied or invested as provided in the precedingparagraph will constitute “Excess Proceeds”. When the aggregate amount ofExcess Proceeds exceeds SEK 10,000,000, the Company will make an “Asset SaleOffer” to all Holders of Notes and on a pro rata basis to all holders of otherIndebtedness that ranks equally in right of payment with the Notes and, withrespect to Indebtedness of any Subsidiary Guarantor, that ranks equally withthe Subsidiary Guarantee of such Subsidiary Guarantor, containing provisionssimilar to those set forth in this Indenture with respect to offers to purchaseor redeem with the proceeds of sales of assets, to purchase the maximumprincipal amount of Notes and such other equal-ranking Indebtedness that may bepurchased out of the Excess Proceeds. The offer price in any Asset Sale Offerwill be equal to 100% of principal amount plus accrued and unpaid interest, ifany, Special Interest, if any, and Additional Amounts, if any, to the date ofpurchase, and will be payable in cash in the manner specified in thisIndenture. If any Excess Proceeds remain after consummation of an Asset SaleOffer, the Company shall use such Excess Proceeds to make a distribution toHolding in order to reduce the amounts outstanding in relation to the MezzanineFacility; **provided that** if all amounts borrowed(and all other amounts payable) under the Mezzanine Facility have been fullyrepaid, the Company may use such Excess Proceeds for any purpose not otherwiseprohibited by this Indenture. If the aggregate principal amount of Notes andsuch other equal-ranking Indebtedness tendered into such Asset Sale Offerexceeds the amount of Excess Proceeds, the Trustee will select the Notes andsuch other equal-ranking Indebtedness to be purchased on a pro rata basis. Uponcompletion of each Asset Sale Offer, the amount of Excess Proceeds will bereset at zero.

 

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3.10                           **1025- ADVANCES TO SUBSIDIARIES**

 

Thissection to be deleted and replaced with the following section:

 

Alladvances to Restricted Subsidiaries made by the Company after the Issue Datewill be evidenced by intercompany notes or loan agreements in favor of theCompany. Each intercompany note will be issued and each intercompany loanagreement will be executed by the relevant Restricted Subsidiary of the Companyin favor of the Company to evidence advances by the Company and will providethat such advances will be payable upon demand.

 

4.                                       **RATIFICATIONOF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.**

 

Exceptas expressly amended hereby, the Indenture is in all respects ratified andconfirmed and all the terms, conditions and provisions thereof shall remain infull force and effect. This Supplemental Indenture shall form a part of theIndenture for all purposes, and every holder of Notes heretofore or hereafterauthenticated and delivered shall be bound hereby. All agreements of theCompany and the Guarantors in this Supplemental Indenture shall bind itssuccessors. All agreements of the Trustee in this Supplemental Indenture shallbind its successors.

 

5.                                       **GOVERNING LAW.**

 

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

 

6.                                       **TRUSTEE MAKES NOREPRESENTATION.**

 

TheTrustee shall not be responsible in any manner for or in respect of, and makesno representation as to the validity or sufficiency of this SupplementalIndenture or the recitals contained herein, all of which recitals are made bythe Company and the Guarantors solely.

 

7.                                       **AGENT FOR SERVICE;SUBMISSION TO JURISDICTION.**

 

Bythe execution and delivery of this Supplemental Indenture, the Company (i) acknowledgesthat it has, by separate written instrument, irrevocably designated andappointed CT Corporation System as its authorized agent upon which process maybe served in any suit or proceeding arising out of or relating to thisSupplemental Indenture that may be instituted in any Federal or State court inthe Borough of Manhattan, The City of New York or brought under Federal orState securities laws or brought by the Trustee in its capacity as a trusteehereunder, and acknowledges that CT Corporation System has accepted suchdesignation, (ii) submits to the jurisdiction of any such court in anysuch suit or proceeding and waives, to the extent possible, any objection whichit may now or hereafter have to the laying of venue of any such

 

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proceeding or any claim ofinconvenient forum, and (iii) agrees that service of process upon CTCorporation System shall be deemed in every respect effective service ofprocess upon it in any such suit or proceeding. The Company further agrees totake any and all action, including the execution and filing of any and all suchdocuments and instruments, as may be necessary to continue such designation andappointment of CT Corporation System in full force and effect so long as thisSupplemental Indenture shall be in full force and effect.

 

8.                                       **MULTIPLEORIGINALS.**

 

8.1                                 The parties maysign any number of copies of this Supplemental Indenture.   Each signed copy shall be an original, butall of them together represent the same agreement. One signed copy is enough toprove this Supplemental Indenture.

 

8.2                                 This SupplementalIndenture may be executed in one or more counterparts and when a counterparthas been executed by each party, all such counterpartstaken together shall constitute one and the same agreement.

 

9.                                       **EFFECTOF HEADINGS.**

 

TheSection headings herein are for convenience only and shall not effect theconstruction thereof.

 

10.                                 **CONFLICTS.**

 

Tothe extent of any inconsistency between the terms of the Indenture or the Notesand this Supplemental Indenture, the terms of this Supplemental Indenture willcontrol.

 

11.                                 **ENTIREAGREEMENT.**

 

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

 

12.                                 **ENFORCEABILITY**

 

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

 

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IN WITNESS WHEREOF, theparties hereto have caused this Supplemental Indenture to be duly executed ontheir respective behalf, by their respective representative thereunto dulyauthorized, on the date first above written.

 
|   | CONCORDIA BUS NORDIC AB (PUBL)        |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   |   |   |
|   |                                  | Name: |   |
|   |                                  | Title: |   |
|   |                                  |
|   |                                  |
|   | DEUTSCHE BANK TRUST COMPANY AMERICAS, |
|   | as Trustee                            |
|   |                                  |
|   |                                  |
|   | By:                                   |   |   |
|   |                                  | Name: |   |
|   |                                  | Title: |   |

 

*(Signaturepage to Supplemental Indenture.)*

 

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