**Exhibit 4.16**

 

**CONFORMED COPY**

 

**Dated 22****July 2005**

 

 

**CONCORDIA BUS AB**

 

**CONCORDIA BUS NORDIC AB**

 

**CONCORDIA BUS BV**

 

**CONCORDIA BUS HOLDING AB**

 

**GS CAPITAL PARTNERS III****, L.P.**

 

**GS CAPITAL PARTNERS III OFFSHORE, L.P.**

 

**GOLDMAN, SACHS &****CO. VERWALTUNGS GmbH**

 

**SCHØYEN GRUPPEN AS**

 

**CENTAURUS CAPITAL LIMITED**

 

**CITIGROUP GLOBAL MARKETS LIMITED**

 

**JP MORGAN CHASE BANK, N.A. AS AGENT**

 

 

**and**

 

 

**THE CONSENTING NOTEHOLDERS SIGNATORIES HERETO**

 

 

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**RESTRUCTURING AGREEMENT**

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Cadwalader, Wickersham & Taft LLP

265 Strand, London, WC2R 1BH

Tel: +44 (0) 20 7170 8700

 

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**TABLE OF****CONTENTS**

 
| 1               | DEFINITIONS                                                     |   |
|-----------------|-----------------------------------------------------------------|--------|
|            |                                                            |   |
| 2               | CONSENTING NOTEHOLDERS’ AND  OFFERORS’ OBLIGATIONS    |   |
|            |                                                            |   |
| 3               | SENIOR GROUP MEMBERS’  OBLIGATIONS                         |   |
|            |                                                            |   |
| 4               | BUS’ OBLIGATIONS                                           |   |
|            |                                                            |   |
| 5               | NORDIC’ S OBLIGATIONS                                      |   |
|            |                                                            |   |
| 6               | CONTROLLING SHAREHOLDERS’  OBLIGATIONS                     |   |
|            |                                                            |   |
| 7               | REPRESENTATIONS AND  WARRANTIES OF THE CONSENTING NOTEHOLDERS   |   |
|            |                                                            |   |
| 8               | REPRESENTATIONS AND  WARRANTIES OF THE SENIOR GROUP MEMBERS     |   |
|            |                                                            |   |
| 9               | REPRESENTATIONS AND  WARRANTIES OF BUS                          |   |
|            |                                                            |   |
| 10              | REPRESENTATIONS AND  WARRANTIES OF THE CONTROLLING SHAREHOLDERS |   |
|            |                                                            |   |
| 11              | COVENANTS                                                       |   |
|            |                                                            |   |
| 12              | TERMINATION                                                     |   |
|            |                                                            |   |
| 13              | RELEASES BY  THE CONTROLLING SHAREHOLDERS                       |   |
|            |                                                            |   |
| 14              | RELEASES BY  CONSENTING NOTEHOLDERS                             |   |
|            |                                                            |   |
| 15              | RELEASES BY  SENIOR GROUP MEMBERS                               |   |
|            |                                                            |   |
| 16              | RELEASES BY BUS                                                 |   |
|            |                                                            |   |
| 17              | RELEASES BY NORDIC                                              |   |
|            |                                                            |   |
| 18              | SHAREHOLDERS’ AGREEMENT                                    |   |
|            |                                                            |   |
| 19              | IMPLEMENTATION  OF THE RESTRUCTURING                            |   |
|            |                                                            |   |
| 20              | BOARD ISSUES                                                    |   |
|            |                                                            |   |
| 21              | MANAGEMENT INCENTIVE  PLAN                                      |   |
|            |                                                            |   |
| 22              | CLOSING ARRANGEMENTS                                            |   |
|            |                                                            |   |
| 23              | ADDITIONAL MATTERS                                              |   |
|            |                                                            |   |
| SCHEDULE A |                                                            |
|            |                                                            |   |
| SCHEDULE B |                                                            |

 

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| SCHEDULE C |   |
|-----------------|--------|
|            |   |   |
| SCHEDULE D |   |
|            |   |   |
| SCHEDULE E |   |
|            |   |   |
| SCHEDULE F |   |

 

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**THIS RESTRUCTURING AGREEMENT** is made on 22 July 2005

 

**BETWEEN**

 

(1)                                  **CONCORDIA BUS AB,** a public limited company registered inSweden (“**Bus**”);

 

(2)                                  **CONCORDIA BUS NORDIC AB,** a public limited company registered inSweden (“**Nordic**”);

 

(3)                                  **CONCORDIA BUS BV,** a private company registered in TheNetherlands (“**BV**”);

 

(4)                                  **CONCORDIA BUS HOLDING AB,** a public limited company registered inSweden (“**Holding AB**”);

 

(5)                                  **GS CAPITAL PARTNERS III,****L.P.,** a limited partnership;

 

(6)                                  **GS CAPITAL PARTNERS III****OFFSHORE, L.P.,** a limited partnership;

 

(7)                                  **GOLDMAN, SACHS &********CO. VERWALTUNGS GmbH,**a private company whose registered address is c/o Goldman, Sachs & Co.oHG, Messe Turm, Friedrich-Ebert-Anglage 49, 60308 Frankfurt am Main, Germany(each of GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P.,and Goldman, Sachs & Co. Venvaltungs GmbH being the “**Goldman Sachs Parties**”);

 

(8)                                  **SCHØ****YEN GRUPPEN AS,** a private company registered in Norway (“**Sch&qout;yen**”) and, together with Goldman Sachs, the “**Controlling Shareholders**”);

 

(9)                                  **CENTAURUS CAPITAL LIMITED,** a limited liability company;

 

(10)                            **CITIGROUP GLOBAL MARKETS LIMITED,** a limited liability company;

 

(11)                            **JP****MORGANCHASE BANK, N.A. AS AGENT,** aUnited States registered corporation, 

 

eachof Centaurus Capital Limited, Citigroup Global Markets Limited and JP MorganChase Bank, N.A. as Agent individually being a “**Senior GroupMember**”;

 

(12)                            **EACH OF THE OTHER PARTIES** listed on the signature pages of thisRestructuring Agreement who own or control or advise accounts which hold orbeneficially own one or more of the EUR 160,000,000 11% Senior Subordinated Notes due 2010 (the “**Subordinated Notes**”), issued pursuant to an indenture datedas of 7 February 2000 (the “**Subordinated Indenture**”) (the “**ConsentingSubordinated Noteholders**”) and/or who own or control or adviseaccounts which hold or beneficially own one or more of the EUR 130,000,0009.125% Senior Secured Notes due 2009 (the “**Senior Notes**”),issued pursuant to an indenture dated as of 22 January 2004 (the “**Senior Indenture**”) (the “**ConsentingSenior Noteholders**” and being together with the ConsentingSubordinated Noteholders, the “**Consenting Noteholders**”).

 

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**RECITALS:**

 

(A)                              Bus has issued theSubordinated Notes and as is evidenced by its signature to this RestructuringAgreement, Bus has agreed to a Restructuring (as defined below) of theSubordinated Notes.

 

(B)                                Nordic has issued theSenior Notes. Following discussions among Bus, Nordic, the ControllingShareholders, the Ad Hoc Committee (as defined below), and the Senior GroupMembers (as defined below) it has been agreed that (i) there will be aThird Party Tender Offer (as defined below) and (ii) a Revised ConsentSolicitation (as defined below), in respect of the outstanding Senior Notes.

 

(C)                                As of the date hereof,Bus, Concordia Bus Nordic Holding AB (“**Nordic Holding**”),the Lenders (as defined in the Financing Term Sheet attached hereto as Schedule A)and other parties have entered into the Mezzanine Facility (as defined below).Tranche A (as defined below) of the Mezzanine Facility provides that, upon theconclusion of the Restructuring, Bus will borrow EUR 45,000,000 from theLenders. Of that EUR 45,000,000 sum, an amount equal to the amount borrowedunder the Bridge Facility (as defined below) will be used to refinance and paythe costs of the Bridge Facility, approximately EUR 5,000,000 will be retainedto pay Bus’ expenses and the remainder will be indirectly contributed to Nordicas equity. As described in the MezzanineFacility Agreement (as defined below), Bus will then make a share contributionto Nordic Holding in return for Nordic Holding’s issue of preference shares toBus. Nordic Holding will in turn pay in cash certain sums from Tranche A toNordic as an equity contributionto fund the Group’s working capital requirements and as more fully described inSchedule 6 of the Mezzanine Facility Agreement.

 

(D)                               Tranche C (as defined below) of the MezzanineFacility will allow Nordic Holding, in accordance with the terms of theMezzanine Facility Agreement, to borrow from the Lenders EUR 25,000,000 whichwill, through an equity contribution by Nordic Holding in Nordic, (a) provide liquidity to theGroup, (b) cover some of the costs of the Restructuring, (c) repay anoutstanding loan to Nordic of approximately EUR 4,800,000 and (d) allow Nordic to pay the 1 August 2005interest payment on the Senior Notes. Tranche C will be available to be drawnby Nordic Holding upon the date hereof but will be re-financed by Tranche Aupon the conclusion of the Restructuring in accordance with the MezzanineFacility Agreement. For the avoidance of doubt, there is no Tranche B to theMezzanine Facility Agreement. Tranche C shall also be known in thisRestructuring Agreement as the “**Bridge Facility**”.

 

(E)                                 In this RestructuringAgreement, Tranche A and Tranche C ofthe Mezzanine Facility Agreement and the Notes Purchase Agreement are referredto as the “**Proposed Financing**”. The terms ofthe Mezzanine Facility Agreement are set out in the Financing Term Sheet whichis attached hereto as Schedule A.

 

(F)                                 By signing thisRestructuring Agreement, Bus, BV, Holding AB,****the ControllingShareholders, and the Consenting Noteholders have agreed to implement theRestructuring which shall involve, among other things, exchange of theSubordinated Notes (including all principal, all accrued interest and any otheramounts due thereon) by the Consenting Subordinated Noteholders inconsideration for the issuance of ordinary shares of Bus (“**RestructuringShares**”), which will constitute 97.5% of the

 

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enlarged issued ordinary share capital of Bus immediately following theRestructuring (subject to the terms of the Management Incentive Plan), inaccordance with the terms and subject to the conditions set forth in thisRestructuring Agreement.

 

(G)                                As a result of theRestructuring, the Controlling Shareholders will hold, directly or indirectlythrough other entities, Restructuring Shares which will constitute 2.5% of the ordinary issued sharecapital of Bus immediately following the Restructuring (subject to the terms ofthe Management Incentive Plan) in accordance with the terms and subject to theconditions of this Restructuring Agreement. The Restructuring Shares issued toConsenting Noteholders shall be of the same class as Restructuring Sharesissued to the Controlling Shareholders, and all Restructuring Shares shall rank*pari**passu*, one with the other, as with theexisting shares in Bus at the date of this Restructuring Agreement.

 

(H)                               In order to implementthe Restructuring, Bus, Nordic, BV, Holding AB, the Controlling Shareholders,the Senior Group Members and each of the Consenting Noteholders have agreed, onthe terms and subject to the conditions set forth in this RestructuringAgreement, to perform each of their respective obligations under thisRestructuring Agreement on a several basis. The parties (other than Nordic andthe Senior Group Members) have also agreed to implement the Restructuring, andto issue the Restructuring Shares, in a tax efficient manner.

 

**NOW,THEREFORE,**in consideration of the premises and the mutualcovenants and agreements hereinafter contained, the sufficiency of which ishereby acknowledged, **THE PARTIES HEREBY AGREE AS FOLLOWS:**

 

**1**                                         **DEFINITIONS**

 

1.1                                 For the purpose ofthis Restructuring Agreement, the following terms shall have the meaningsspecified in this Clause 1 (such definitions and the other defined terms usedin this Restructuring Agreement to be equally applicable to both the singularand plural forms of the terms herein defined):

 

**“1933 Act”**shall mean the U.S. SecuritiesAct of 1933, as amended.

 

**“1934 Act”**shall mean the U.S. SecuritiesExchange Act of 1934, as amended.

 

**“Ad Hoc Committee”**shall mean Avenue EuropeManagement LP, Bear Stearns Bank plc, BlueBay Asset Management Limited,Fidelity Investments International, Fidelity Investment Services Limited, GrussAsset Management LP, Henderson Global Investors Limited, Hillside Apex FundLimited and Lone Star Management Europe Limited (and such other successor or replacementinstitutions as shall be notified in writing to Bus from time to time).

 

**“Ad Hoc Committee’s Advisers”**shall meanthe Ad Hoc Committee’s Financial Advisers and the Ad Hoc Committee’s LegalAdvisers.

 

**“Ad Hoc Committee’s Financial Advisers”**shallmean Houlihan Lokey Howard & Zukin (Europe) Limited.

 

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**“Ad Hoc Committee’s Legal Advisers”**shallmean Cadwalader, Wickersham & TaftLLP.

 

**“Affiliate”**shallmean, with respect to any Person, any other Person controlling, controlled byor under common control with such Person.

 

**“Articles of Association”**shallmean the articles of association of Bus. 

 

**“Bridge Facility”**shallmean Tranche C. 

 

**“Businesses”**shallhave the meaning set forth in Clause 2.1 (n) herein.

 

**“Business Day”**shallmean any day of the year on which national banking institutions in New York,New York, London, England, or Stockholm, Sweden are open to the public forconducting business and are not required or authorised to close.

 

**“Bus”**shall meanConcordia Bus AB.

 

**“BV”**shall meanConcordia Bus BV, the ultimateparent company in the Group.

 

**“Cadwalader”**shallmean Cadwalader, Wickersham & TaftLLP as the Ad Hoc Committee’s Legal Advisers.

 

**“Change of Control Offer”**shallmean a Change of Control Offer (as defined in and under the terms of the SeniorIndenture) made in connection with the consummation of the Restructuring.

 

**“Claim”**means legalor arbitration proceedings or any other enforcement action of any kind.

 

**“C/S Closing”**shallhave the meaning ascribed to it in Schedule F.

 

**“Consent Fee”**shallhave the meaning ascribed to it in Schedule F.

 

**“Consenting Noteholder”**meansa Consenting Senior Noteholderor a Consenting Subordinated Noteholder but does not include any Senior GroupMember.

 

**“Consenting Senior Noteholder”**shallmean each Senior Noteholder who is either a party to this RestructuringAgreement or agrees to be bound by the terms of this Restructuring Agreement asif it were a party as providedfor in Clause 23.2 hereof (and **“ConsentingSenior Noteholders”**means all of them) but excluding the SeniorGroup Members.

 

**“Consenting Subordinated Noteholder”**shallmean each Subordinated Noteholder who is either a party to this RestructuringAgreement or agrees to be bound by the terms of this Restructuring Agreement asif it were a party as provided for in Clause 23.2 hereof and **“ConsentingSubordinated Noteholders”**means all of them.

 

**“Deed of Adherence”**shallmean the deed of adherence for Subordinated Noteholders and Senior Noteholders(as the case may be) set out in Schedule D hereto.

 

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**“Default”** shall mean a default, Default, orEvent of Default under the terms of the Subordinated Indenture and/or theSenior Indenture, as the context so requires.

 

**“Effective Date”** shall mean the date uponwhich:

 

(a)                                  In the ProceedingsSteps when:

 

(i)                                     an office copy ofthe final and unappealable order from the applicable Swedish court approvingSwedish Reorganisation Proceedings and Public Composition Proceedings inrespect of Bus has been delivered to Bus and to the Ad Hoc Committee inaccordance with this Restructuring Agreement; and

 

(ii)                                  a PrivateSubscription has opened and closed as provided in Schedule E by no later than 31 December 2005 (or such later date asmay be agreed between Bus, the Controlling Shareholders and the Ad HocCommittee, each acting reasonably); or

 

(b)                                 In the PrivateSubscription Steps when a Private Subscription has opened and closed asprovided in Schedule E by no later than 31 December 2005 (or such laterdate as may be agreed between Bus, the Controlling Shareholders and the Ad HocCommittee, each acting reasonably).

 

**“Financing Documents”** shall mean those legallybinding and definitive documents which relate to the Proposed Financing, andwhich comprise, among other things, the Notes Purchase Agreement, the MezzanineFacility Agreement, the security documents relating to the same, all agreementsto be entered into by Bus, Nordic Holding and/or Nordic in connection with theuse of the proceeds of the Mezzanine Facility and any other documents in agreedform.

 

**“Financing Term Sheet”** shall have the meaningset forth in the Recitals and more specifically set forth in Schedule A.

 

**“Goldman Sachs”** shall mean GS Capital PartnersIII, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH and their respectiveAffiliates.

 

**“Goldman Sachs International”** means anunlimited company incorporated under English law with number 2263951.

 

**“Governmental Body”** shall mean any governmentor governmental or regulatory body thereof, or political subdivision thereof,whether state, local or foreign, or any agency, instrumentality or authoritythereof, or any court or arbitrator (public or private).

 

**“Group”** shall mean the Parent Companies ofBus, Bus and their subsidiaries.

 

**“Holding AB”** shall mean Concordia Bus Holding AB, the immediate shareholder of Bus.

 

**“Law”** shall mean any federal, state, local orforeign law (including common law), statute, code, ordinance, rule, regulationor other requirement.

 

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**“Lender”**or **“Lenders”**shall have the meaning ascribedto it in the Mezzanine Facility Agreement.

 

**“Liability”**shallmean any liability or obligation of a Person whether it is present, future,prospective or contingent, whether or not its amount is fixed or undetermined,whether or not it involves the payment of money or the performance of an act orobligation and whether it arises at common law, in equity or by statute in theUnited States, England or Sweden or in any other jurisdiction or in any othermanner whatsoever but such expression does not include any liability which isbarred by statute or is otherwise unenforceable and for the avoidance of doubta Person who does not have a legal liability under a contract because suchcontract is void or, being voidable, has been duly avoided will not have aliability for the purposes of this Restructuring Agreement.

 

**“Liens”**shall mean,with respect to any property or assets of any Person, any mortgage or deed oftrust, pledge, hypothecation, assignment, deposit arrangement, securityinterest, lien, charge, easement, encumbrance, preference, priority, or othersecurity agreement or preferential arrangement of any kind or any naturewhatsoever.

 

**“Long Stop Date”**shallmean 31 December 2005 (or such later date as may beagreed between Bus, the Controlling Shareholders and the Ad Hoc Committee, eachacting reasonably).

 

**“Loss”**means anyliability, damage, loss, cost, charge or expense.

 

**“Management Incentive Plan”**shallhave the meaning set forth in Clause 21below.

 

**“Mezzanine Facility”**shallhave the meaning set forth in the Recitals and more specifically set out in theMezzanine Facility Agreement dated as of the date hereto and as described inthe Financing Term Sheet attached to this Restructuring Agreement as Schedule A.

 

**“Mezzanine Facility Agreement”**shallmean the mezzanine facility agreement executed on the date hereof among theLenders, the Facility Agent (as defined therein), the Security Agent (asdefined therein), Bus and Nordic Holding.

 

**“Nordic”**shall meanConcordia Bus Nordic AB. 

 

**“Nordic Holding”**shallmean Concordia Bus Nordic Holding AB. 

 

**“Notes”**shall meanSubordinated Notes and/or Senior Notes.

 

**“Notes Purchase Agreement”**shallmean the notes purchase agreement executed on or about the date hereof amongNordic and the Offerors (as defined therein) which provides for, among otherthings, the payment of fees to the Offerors in connection with the Third PartyTender Offer and the Change of Control Offer.

 

**“Offerors”**shallmean Avenue Europe Management LP, Bear Stearns Bank plc, BlueBay AssetManagement Limited, Fidelity Investments International, Fidelity InvestmentServices Limited, Hillside Apex Fund Limited and Lone Star Management EuropeLimited who shall together make the Third Party Tender Offer.

 

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**“Order”**shall means any order, injunction,judgment, decree, ruling, writ, assessment or arbitration award.

 

**“Ordinary Shares”**shall mean the ordinaryshares of Bus.

 

**“Parent Companies of Bus”**shall mean BV and Holding AB.

 

**“Person”**shall mean any individual,corporation, limited liability company, partnership, firm, joint venture,association, joint-stock company, trust, unincorporated organization,Governmental Body or other entity.

 

**“Private Subscription”**shall have themeaning as set forth in Clause 19.4.

 

**“Private Subscription Steps”**shall have themeaning as set forth in Clause 19.4 and more specifically set out in Schedule E.

 

**“Proceedings Orders”**shall mean a final andunappealable order of the applicable Swedish Court approving SwedishReorganisation Proceedings and Public Composition Proceedings in respect ofBus.

 

**“Proceedings Steps”**shall have the meaningas set forth in Clause 19.3 andmore specifically set out in Schedule E.

.

**“Proposed Financing”**shall have the meaningset forth in the Recitals.

 

**“Public Composition Proceedings”**shall mean*Offentligt Ackord*in Sweden.

 

**“Released Person”**means (i) GoldmanSachs International, each of the Controlling Shareholders and their respectiveAffiliates, BV and Holding AB and any other entity through which either of theControlling Shareholders is indirectly interested in shares of Bus, includingGoldman Sachs International (ii) each of The Honourable Richard SimonSharp and Steven Richard Sher of Goldman Sachs, Frode Larsen and HaraldAernkvaern of Sch&qout;yen, whether personally or in their capacities as existing orformer directors of Bus and/or Nordic Holding and/or Bus’ subsidiaries, (iii) FrodeLarsen and Harald Aernkvaern in relation to their existing directorships ofother companies in the Group and (iv) each of Christopher John Hughes,Antonio Maximillian Alvarez III, Gina Germano, Ragnar Norback and Per Skargard,whether personally or in their capacities as directors or former directors ofBus and/or Nordic Holding and/or Bus’ subsidiaries as the case may be.

 

**“Representative”**shall mean in respect ofthe parties hereto any directors, agents, officers, employees and/orprofessional advisers.

 

**“Requisite Consents”**shall have the meaningascribed to it in Schedule F.

 

**“Restructuring’**shall mean the financialrestructuring of Bus by way of the equitisation of the Subordinated Notes asimplemented by the ProceedingsSteps or the Private Subscription Steps (each as summarised in Schedule Ehereto).

 

**“Restructuring Documents”**shall mean, amongother things, copies of all the documents required by, or incidental to, the PrivateSubscription Steps and/or the

 

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Proceedings Steps and/or the Revised Consent Solicitation and/or theThird Party Tender Offer, including any documents in agreed form.

 

**“Restructuring Shares”**shallhave the meaning as set forth in the Recitals.

 

**“Restructuring Steps”**shallmean the Proceedings Steps and/or the Private Subscription Steps, asapplicable.

 

**“Restructuring Trustee”**shallmean a trustee acting on behalf of the Consenting Noteholders for the purposeof delivering the Restructuring Shares to the Consenting Noteholders by meansof the Private Subscription.

 

**“Revised Consent Solicitation”**shallmean either (i) the consent solicitation statement first issued by Nordicon 16 March 2005 relating to the Senior Notes as extended from time totime and as amended in accordance with this Restructuring Agreement and in aform which is in all material respects consistent with the Revised ConsentSolicitation (or **“C/S**”)****asdescribed in Schedule F hereto or (ii) a new consentsolicitation prepared in accordance with this Restructuring Agreement and in aform which is in all material respects consistent with the Revised ConsentSolicitation (or **“C/S”)**asdescribed in Schedule F hereto.

 

**“Sch&qout;yen”**shall meanSch&qout;yen Gruppen AS.

 

**“Senior Group Members”**shallmean each of Centaurus Capital Limited, Citigroup Global Markets Limited, andJP Morgan Chase Bank, N.A., as Agent, each of whom are signatories to thisRestructuring Agreement and a **“Senior GroupMember”**shall mean any of them individually.

 

**“Senior Group Members’ Advisers”**shallmean the Senior Group Members’ Financial Advisers and the Senior Group Members’Legal Advisers.

 

**“Senior Group Members’ Financial Advisers”**shallmean Close Brothers Corporate Finance Limited.

 

**“Senior Group Members’ Legal Advisers”**shallmean Bingham McCutchen LLP.

 

**“Senior Group Members’ Standstill Period”**shallmean the period commencing on the date of this Restructuring Agreement andending on the earliest of (a) the latest to occur of the closing of theRevised Consent Solicitation and the Third Party Tender Offer, (b) 1 September 2005 or (c) terminationof the obligations of the Senior Group Members under this RestructuringAgreement, pursuant to Clause 12.4.

 

**“Senior Indenture”**shallmean the indenture dated 22 January 2004 pursuant to which Nordic issuedthe Senior Notes.

 

**“Senior Noteholder”**shallmean a holder of Senior Notes.

 

**“Senior Notes”**shallhave the meaning set forth in the Recitals.

 

**“Senior Supplemental Indenture”**shallhave the meaning ascribed to it in Schedule F.

 

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**“Settlement Date”**shallhave the meaning ascribed to it in Schedule F.

 

**“Shareholder”**meansa Person who is the beneficial owner of, or is directly or indirectly able todirect the exercise of votes attached to, any shares in Bus in issue from timeto time and **“Shareholders”** means all of them.

 

**“Shareholders’ Agreement”**shallhave the meaning set forth in Clause 18.

 

**“Subordinated Indenture”**shallmean the indenture dated as of 7 February 2000 pursuant to which Busissued the Subordinated Notes.

 

**“Subordinated Indenture Amendments”**shallmean certain amendments to the Subordinated Indenture as set forth in Schedule B attached hereto.

 

**“Subordinated Noteholders”**shallmean holders of the Subordinated Notes.

 

**“Subordinated Notes’ Standstill Period”**shallmean the period commencing on the date of this Restructuring Agreement andending on the earlier of (i) the Termination Date and (ii) terminationin accordance with Clause 12.1(a) or (b).

 

**“Swedish Reorganisation Proceedings”**shallmean *Rekonstruktionsförfarande*****in Sweden.

 

**“Tender Offer Price”**shallhave the meaning ascribed to it in Schedule F.

 

**“Termination Date”**shallmean the earliest of (i) the Long Stop Date and (ii) the EffectiveDate.

 

**“Third Party Tender Offer”**shallmean a tender offer for the Senior Notes by or on behalf of the Offerors whichis in all material respects consistent with the Third Party Tender Offer (or **“T/O”)**as described in Schedule Fhereto.

 

**“Third Party Tender Offer Documents”**shallmean the documents published by the Offerors in accordance with the Third PartyTender Offer in order to effect the Third PartyTender Offer.

 

**“T/O Closing”**shallhave the meaning ascribed to it in Schedule F.

 

**“Tranche A”**shallmean Tranche A of the Mezzanine Facility (as defined in the Mezzanine FacilityAgreement).

 

**“Tranche C”**shallmean Tranche C of the MezzanineFacility (as defined in the Mezzanine Facility Agreement).

 

**“Trustee”**shall meanthe trustee under the Senior Indenture and/or the Subordinated Indenture as thecontext so requires (and the **“Trustees”**shallmean both of them).

 

**“Waived****Loss”**shall meana Loss incurred as a direct or indirect result of, or in connection with (i) holdingany Subordinated Notes and/or Senior Notes, (ii) any transactionconcerning any Subordinated Notes and/or Senior Notes (including withoutlimitation any original subscription for, or any sale or purchase of, anyinterest in any such Subordinated Notes and/or Senior Notes and alltransactions to be

 

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effected in connection with the proposed Restructuring), (iii) anyand all transactions undertaken in connection with this Restructuring Agreementand/or the Proposed Financing and/or the Revised Consent Solicitation and/orthe Third Party Tender Offer, including without limitation any and all Loss orliability arising as a consequence of Bus and/or Nordic Holding and/or Nordic entering intoany of the arrangements forming part of the Proposed Financing (including theFinancing Documents) and/or the Restructuring, any and all consequencesaccruing to Bus, Nordic Holding, Nordic, or any of their creditors orsubsidiaries from borrowings pursuant to the Proposed Financing, or fromenforcement of any security granted in connection therewith, (iv) anyevent or circumstance which directly or indirectly contributed to creating theconditions in which the proposed Restructuring was required, (v) anyaction or omission of a member of the Group which affected the rights ofholders of any Notes or affected the value of any such Notes (including withoutlimitation any action or omission giving rise to a Default or acceleration ofany kind), (vi) any Claim against any other Person which gives rise to aright to pursue a Claim against any of the Released Persons, (vii) in thecase of The Honourable Richard Simon Sharp, Steven Richard Sher, Frode Larsen,Harald Aernkvaern, Christopher John Hughes, Antonio Maximillian Alvarez III andGina Germano only, any action or omission (other than in bad faith) during eachof their tenure of office as a director of Bus and/or Holding AB and/orany of the subsidiaries of Bus (including without limitation making or omittingto make, or the contents of, any statement, announcement or filing) and, in thecase of Frode Larsen and Harald Aernkvaern only, any action or omission (otherthan in bad faith) during their tenure of office in relation to their existingdirectorships of other companies in the Group (including without limitationmaking or omitting to make, or the contents of, any statement, announcement orfiling), and (viii) any Claim in respect of any payment made to aControlling Shareholder or any of its Affiliates (including BV) pursuant tothis Restructuring Agreement or separately by Nordic in relation to matters contemplated by this RestructuringAgreement.

 

1.2                                 Inthis Restructuring Agreement, references to documents in “agreed form” shallmean a document in the form agreed between Bus, the Ad Hoc Committee and theControlling Shareholders (acting jointly) and labelled “Agreed Form” andinitialled by them or on their behalf by their respective advisors.

 

1.3                                 Referencesin this Restructuring Agreement to any Subordinated Notes and/or Senior Notes(as the case may be) being “held by” a Consenting Noteholder or Senior GroupMember (as the case may be) include the Consenting Noteholder or Senior GroupMember being entitled to enter into legally binding contractual commitments onbehalf of the Person who is at the date of this Restructuring Agreement thebeneficial owner of the relevant Subordinated Notes and/or Senior Notes (as thecase may be) and references, however expressed, to any “Consenting Noteholder”,“Senior Group Member”, “it”, “the holder”, “its Subordinated Notes”, “itsSenior Notes”, “Consenting Subordinated Noteholder”, “Consenting SeniorNoteholder”, the “Consenting Subordinated Noteholders’ Subordinated Notes”, the“Consenting Senior Noteholders’ Senior Notes” or Notes of a ConsentingNoteholder shall include references to, respectively, the relevant beneficialowner and/or as applicable, the Subordinated Notes and/or Senior Notesbeneficially owned by that Person.

 

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**2**                                         **CONSENTING NOTEHOLDERS’ AND OFFERORS’ OBLIGATIONS**

 

2.1                                 Duringthe Subordinated Notes’ Standstill Period each Consenting Noteholder (severallyand not jointly):

 

(a)                                  by entering into thisRestructuring Agreement, gives its consents to the Subordinated IndentureAmendments set out in Schedule B hereto (or any equivalentwaivers);

 

(b)                                 undertakes to vote itsSubordinated Notes in favour of the Proceedings Steps unless holders of morethan 99% of the Subordinated Notes (or such lower number as may be agreedbetween Bus and the Ad Hoc Committee, each acting reasonably) accede to thisRestructuring Agreement in accordance with Clause 23.2**hereof;

 

(c)                                  shall subscribe allof its Subordinated Notes for Restructuring Shares in the Private Subscriptionwhether or not associated with the Proceedings Steps and not withdraw from thePrivate Subscription;

 

(d)                                 undertakes toimplement Clause 19 and Schedule Ehereto and shall take all such other steps and file all such other notices ordirections reasonably requested by Bus in order to give effect to theRestructuring and take all steps that Bus and the Ad Hoc Committee mutuallyagree are necessary (each acting reasonably) to give effect to theRestructuring as rapidly as possible, whether executed by means of theProceedings Steps or by means of the Private Subscription Steps;

 

(e)                                  agrees, in the caseof the Proceedings Steps, to support Bus inobtaining the Proceedings Orders and giving effect to each, which shallinclude, among other things, at the expense of Bus, filing all notices,directions or affidavits reasonably requested by Bus and directing suchConsenting Noteholder’s legal and financial advisors to support the petitionsto any court in connection withthe Restructuring and do all other things reasonably necessary to assist in theobtaining of the Proceedings Orders, and agrees upon any occasion upon whichvotes are required to be cast at a meeting of creditors pursuant to anyproceedings relating to the Restructuring, to exercise all votes it may have inrespect of the Subordinated Notes or other claims against any company in theGroup in support of the Restructuring;

 

(f)                                    agrees, to theextent permitted by applicable Law and except as expressly contemplated hereby,to refrain from voting (or causing a vote to be cast) in favour of, orotherwise supporting or preparing, directly or indirectly, and if requested byBus, to cast all votes controlled by it against, and take all reasonable stepsagainst, (i) any proposed plan of reorganization for or involving anycompany in the Group other than the Restructuring or as is otherwisecontemplated by this Restructuring Agreement (including, without limitation,the Third Party Tender Offer and the Revised Consent Solicitation), or anyother arrangement or composition for any such company, (ii) any relief in an involuntary case under anyapplicable insolvency, bankruptcy or other similar Law with respect to anycompany in the Group or all or substantially all of any of such company’sassets, or (iii) the appointment of an

 

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administrator, liquidator, custodian or similar official over all orsubstantially all of the property, assets and undertakings of any company inthe Group;

 

(g)                                 shall not take orexercise, and shall vote against, and take all reasonable steps against, ifrequested by Bus or Nordic, any action or any remedy against any companies inthe Group or the directors or officers of any such companies as a result of anyDefault and including, without limitation, any non-payment of interest due onthe Subordinated Notes on 15 February 2005 or prospective non-payment ofinterest in respect of the Subordinated Notes (occurring prior to thetermination of this Restructuring Agreement or in accordance with its terms);

 

(h)                                 consents to thenon-payment by Bus of the interest payment due on the Subordinated Notes on 15 February 2005and 15 August 2005 (and any penalty interest thereon) and waives, andshall take any necessary steps to waive, any Default occasioned by thearrangements contemplated by this Restructuring Agreement, the Restructuringand/or the Restructuring Steps (including Bus seeking or making a compositionwith its creditors as described in the Subordinated Indenture) and shall takeor consent to appropriate actions to rescind any acceleration that may occur asa result of any such Default not capable by the terms of the SubordinatedIndenture and/or the Senior Indenture of being so waived;

 

(i)                                     hereby irrevocablywaives all and any covenant violations and Defaults (as defined in theSubordinated Indenture) arising out of the Proposed Financing and the use ofproceeds therefrom;

 

(j)                                     shallnot vote in favour of, and shall cast all votes controlled by it against, andtake all reasonable steps against, any action to be taken by any otherSubordinated Noteholder or any other Person, individually or in the aggregate,to accelerate the obligations of Bus or its subsidiaries under the SubordinatedNotes for the non-payment by Bus of the interest payment due on the SubordinatedNotes on 15 February 2005 (and any penalty interest thereon);

 

(k)                                  shall not support orvote to support, and shall vote against as necessary and take all reasonablesteps against, any Subordinated Noteholders or any other Person that takes anyaction or exercises any remedy, individually or together with other holders ofthe Subordinated Notes or other Person, against Bus or its subsidiaries as aresult of any Default in respect of the Subordinated Notes;

 

(l)                                     with respect toits Senior Notes and/or Subordinated Notes, shall not make any request to,instruct or procure the Trustees to take any action, either of the Trustees’own volition or at the request of any holder(s) of the Subordinated Notes orthe Senior Notes, and shall seek to prevent the Trustees from taking any actionthat is inconsistent with the terms and conditions of this RestructuringAgreement including, without limitation, the terms binding on the ConsentingNoteholders under this Clause 2, or to issue any notice to Bus for immediaterepayment of the Subordinated Notes or the Senior Notes as a result of anyDefault and, if such request or notice has already been given, will take stepsto ensure that any such request or notice is revoked or rescinded;

 

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(m)                               with respect to itsSenior Notes, undertakes (i) to vote all of its Senior Notes in favour ofthe Revised Consent Solicitation and not to withdraw any of its Senior Notesfrom the Revised Consent Solicitation, (ii) not to tender any of itsSenior Notes in favour of the Third Party Tender Offer and (iii) prior tothe closing of the Third Party Tender Offer and the Revised ConsentSolicitation, not to sell any interest in any of its Senior Notes, providedthat thereafter, such Consenting Noteholder may sell any interest in any of itsSenior Notes, subject to and in accordance with Clause 23.1 hereof.

 

(n)                                 shall not make, seekto make, cause or procure any payment for the purchase or redemption of any orall of the Senior Notes other than pursuant to and in accordance with the ThirdParty Tender Offer and/or the Change of Control Offer, provided however thatthis Clause shall not apply in the event that the Senior Notes are acceleratedby the Senior Group Members;

 

(o)                                 to the extentpermitted by applicable Law, shall not act, whether alone or in concert withany other Person, to advise, assist or encourage any Person to act in a mannerwhich could reasonably be expected to frustrate the Restructuring and/or theRestructuring Steps and/or the Third Party Tender Offer and/or the RevisedConsent Solicitation and/or the provisions of, or any of the events or rightscontemplated by, this Restructuring Agreement; and

 

(p)                                 in its capacity asLender (if applicable), covenants, warrants and undertakes not to take orexercise any rights with respect to the Mezzanine Facility Agreement or anycollateral provided in connection therewith prior to the end of the SeniorGroup Members’ Standstill Period.

 

2.2                                 Nothing in Clause 2.1shall be binding on any Businesses operated by or within the ConsentingNoteholder or Businesses operated by entities controlled by, or under commoncontrol with, the Consenting Noteholder (**“Businesses”**asused in this Clause shall mean entities or investment bank desks other than theConsenting Noteholder (on the basis that a Consenting Noteholder which is an investment bank desk states itsidentity) which may own, hold or manage accounts that hold or own SubordinatedNotes or Senior Notes (as the case may be)); provided however, thatnothing in the foregoing proviso shall in any way limit or impair therepresentations of each Consenting Noteholder or such Consenting Noteholder’sobligations hereunder with respect to the principal amount of the SubordinatedNotes and/or Senior Notes set forth above such Consenting Noteholder’sRestructuring Agreement Signature Page.

 

2.3                                 Promptly following thedate of this Restructuring Agreement, the Consenting Senior Noteholders shallinstruct (but shall not be required to indemnify, but shall, if so required,hold-harmless and provide with any consents) the Trustee for the Senior Notes (a) toamend the Amended and Restated Subordinated Shareholder Loan dated January 21,2004 among Nordic, Bus and the Trustee of the Senior Notes (the “SubordinatedLoan”) to allow for the transfer of the Subordinated Loan from Bus to NordicHolding, and (b) to providewritten consent to Nordic, Nordic Holding and Bus for the pledging of theSubordinated Loan by Nordic Holding in favour of the Lenders.

 

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2.4                                 The Offerors herebyjointly and irrevocably undertake as follows:

 

(a)                                  to obtain theapproval of the Luxembourg listing authorities to the Third Party Tender OfferDocuments as promptly as practicable following the date of this RestructuringAgreement and thereafter cause the Third Party Tender Offer to be commenced within2 Business Days of receiving such approval of the Third Party Tender OfferDocuments from the Luxembourg listing authorities;

 

(b)                                 not to withdraw theThird Party Tender Offer and to procure that the Third Party Tender Offer shallnot be withdrawn and ensure or otherwise procure that the Third Party TenderOffer will be consummated in accordance with its terms;

 

(c)                                  not to take, cause orprocure the taking of any steps or actions which are inconsistent with thisClause 2.4 or which wouldfrustrate, prevent or prohibit in any way the consummation of the Third PartyTender Offer;

 

(d)                                 provided that theRequisite Consents required for the closing of the Revised Consent Solicitationhave been provided and not withdrawn as at C/S Closing, on the Settlement Dateto pay the Tender Offer Price to all holders of Senior Notes who have validlytendered in the Third Party Tender Offer and, to the extent the Tender OfferPrice is not so paid, a debt equivalent to the Tender Offer Price shall beimmediately due and payable by the Offerors to such holders of Senior Notes;

 

(e)                                  not to commence,distribute or publish the Third Party Tender Offer unless its form has firstbeen approved by the Senior Group Members’ Legal Advisers (provided that suchapproval shall not be unreasonably withheld or delayed); and

 

(f)                                    not to modify theterms of the Third Party Tender Offer except to cure a bona fide error orambiguity, provided that any modification with respect to the Tender OfferPrice or the terms which relate to, or provide the obligation to pay, theTender Offer Price may not be made except with the consent of the Senior GroupMembers.

 

2.5                                 The Offerors herebywarrant and represent that they, or the party which makes the Third PartyTender Offer on their behalf, shall have available to it, or them (as the casemay be) sufficient clear, unencumbered cash funds to consummate the Third PartyTender Offer on the Settlement Date.

 

**3****                                        ****SENIOR GROUP MEMBERS’ OBLIGATIONS**

 

3.1                                 Duringthe Senior Group Members’ Standstill Period each Senior Group Member (severallyand not jointly):

 

(a)                                  undertakes to voteall of its Senior Notes in favour of the Revised Consent Solicitation and notto withdraw from the Revised Consent Solicitation all or any of its SeniorNotes or any such votes cast by it;

 

(b)                                 undertakes to tenderall of its Senior Notes to the Offerors in favour of the Third Party TenderOffer within 3 Business Days ofreceiving official notice

 

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of the Third Party Tender Offer and not to withdraw or seek to withdrawany such Senior Notes from the Third Party Tender Offer;

 

(c)                                  subject to Clause23.1 undertakes not to sell any interest in any of its Senior Notes;

 

(d)                                 undertakes to take allsuch other steps reasonably requested by Nordic in order to give effect to theRevised Consent Solicitation and as reasonably requested by the Offerors inorder to give effect to the Third Party Tender Offer;

 

(e)                                  agrees, to the extentpermitted by applicable Law and except as expressly contemplated hereby, torefrain from voting (or causing a vote to be cast) in favour of, or otherwisesupporting or preparing, directly or indirectly, and if requested by Nordic tocast all votes controlled by it against, (i) any proposed plan ofreorganization for or involving any company in the Group other than the RevisedConsent Solicitation and/or the Third Party Tender Offer, or any otherarrangement or composition for any such company, (ii) any relief in aninvoluntary case under any applicable insolvency, bankruptcy or other similarLaw with respect to any company in the Group or all or substantially all of anyof such company’s assets, or (iii) the appointment of an administrator,liquidator, custodian or similar official over all or substantially all of theproperty, assets and undertakings of any company in the Group;

 

(f)                                    shall not take orexercise, and shall vote against if requested by Nordic, any action or anyremedy against any companies in the Group or the directors or officers of anysuch companies as a result of any Default occurring prior to the termination ofthis Restructuring Agreement or as a result of it being entered into;

 

(g)                                 shall not seek toaccelerate any payment obligations relating to the Senior Notes and will takeor consent to appropriate actions to rescind any acceleration that may occur asa result of any such Default;

 

(h)                                 waives all and anycovenant violations and Defaults arising out of the Proposed Financing and theuse of proceeds therefrom and/or howsoever arising under the Senior Indenture;

 

(i)                                     shall not make anyrequest to or instruct or procure the Trustee for the Senior Notes to take anyaction, either of the Trustee’s own volition or at the request of any holder(s)of the Senior Notes, and shall seek to prevent the Trustee for the Senior Notesfrom taking any action that is inconsistent with the terms and conditions ofthis Restructuring Agreement including, without limitation, the terms bindingon the Senior Group Members under this Clause 3, or to issue any notice toNordic for immediate repayment of the Senior Notes as a result of any Defaultand, if such request or notice has already been given, will take steps toensure that any such request or notice is revoked or rescinded; and

 

(j)                                     to the extentpermitted by applicable Law, each Senior Group Member shall not act, whetheralone or in concert with any other Person, advise, assist or encourage anyPerson to act in a manner which could reasonably be expected to frustrate theRestructuring and/or the Restructuring Steps and/or the

 

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Revised Consent Solicitation and/or the Third Party Tender Offer and/orthe provisions contemplated by this Restructuring Agreement.

 

3.2                                 Nothing in Clause 3.1shall be binding on any Businesses operated by or within the Senior GroupMember’s institution or Businesses operated by entities controlled by, or undercommon control with, the Senior Group Member’s institution (**“Businesses”**as used in this Clauseshall mean entities or investment bank desks other than the Senior Group Member(on the basis that a Senior Group Member which is an investment bank deskstates its identity) which may own, hold or manage accounts that hold or ownSenior Notes (as the case may be)); provided further, however, thatnothing in the foregoing proviso shall in any way limit or impair therepresentations of each Senior Group Member or such party’s obligationshereunder with respect to the principal amount of the Senior Notes set forthabove each Senior Group Member’s signature blocks in this RestructuringAgreement.

 

3.3                                 Nothing in Clauses 3.1(d),3.1(i) or 3.4 shall require any Senior Group Member to incur anyout-of-pocket expense.

 

3.4                                 Promptly following thedate of this Restructuring Agreement, the Senior Group Members shall instruct(but shall not be required to indemnify, but shall, if so required,hold-harmless and provide with any consents) the Trustee for the Senior Notes (a) toamend the Amended and Restated Subordinated Shareholder Loan dated January 21,2004 among Nordic, Bus and the Trustee of the Senior Notes (the “SubordinatedLoan”) to allow for the transfer of the Subordinated Loan from Bus to NordicHolding, and (b) to providewritten consent to Nordic, Nordic Holding and Bus for the pledging of theSubordinated Loan by Nordic Holding in favour of the Lenders.

 

**4****                                        ****BUS’ OBLIGATIONS**

 

4.1                                 Bus hereby undertakesand agrees, until the Termination Date, to:

 

(a)                                  use its reasonableendeavours to effect those aspects of the Restructuring and/or theRestructuring Steps which are under its control and to procure the fulfilmentof the conditions set out herein as soon as reasonably practicable;

 

(b)                                 assist the Ad HocCommittee and its advisers, to the extent reasonably requested, to identify theSubordinated Noteholders as soon as reasonably practicable;

 

(c)                                  as permitted underapplicable Law, solicit the Subordinated Noteholders in favour of theRestructuring and/or the Restructuring Steps;

 

(d)                                 assist the Ad HocCommittee and its advisers in preparing any documentation which may reasonablybe required in connection with the Private Subscription Steps and/or theProceedings Steps;

 

(e)                                  commence theProceedings Steps promptly after the closing of both the Third Party TenderOffer and the Revised Consent Solicitation;

 

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(f)                                    use its reasonableendeavours to obtain the necessary court orders in connection with theProceedings Steps as soon as reasonably practicable;

 

(g)                                 consult with the AdHoc Committee as to any discussions with third parties to which Bus is a partyrelating to any additional working capital funding required post Restructuringby the Group and/or any proposed additional liquidity facility for the Group;

 

(h)                                 convene all suchmeetings of Bus’ shareholders which are required to pass all necessaryresolutions relating to the Restructuring, including, but not limited to,making any necessary amendments to the Articles of Association, issuingRestructuring Shares to Consenting Noteholders, or waiving pre-emptive rightsotherwise applicable to the issuance of Restructuring Shares; and

 

(i)                                     not seek toacquire, either directly or indirectly, the beneficial ownership of, or rightto direct the disposition or vote in respect of, any of the Subordinated Notesand/or the Senior Notes (other than by any action to implement theRestructuring Steps which may be deemed to be such an acquisition).

 

4.2                                 Bus also undertakes toensure that the issuance of Restructuring Shares by Bus, as contemplated hereinwill be either exempt from the registration requirements of the 1933 Act orwill be registered in accordance with the 1933 Act.

 

4.3                                 During the SeniorGroup Members’ Standstill Period, Bus shall provide the other parties to thisRestructuring Agreement with as much notice as is reasonably practicable of anyvoluntary insolvency filing which it proposes to make and promptly afterreceiving notice of any commencement or any prospective commencement of aninvoluntary insolvency proceeding from or by any Person.

 

**5****                                        ****NORDIC’S OBLIGATIONS**

 

5.1                                 Nordic herebyundertakes and agrees, until the Termination Date, to:

 

(a)                                  take all requisiteactions as may be necessary to effect the Revised Consent Solicitation and/orsupport the Third Party Tender Offer which are under its control;

 

(b)                                 assist the Ad HocCommittee and its advisers, to the extent reasonably requested, to identifySenior Noteholders;

 

(c)                                  finalise theRestructuring Documents to which it is intended to be a party as contemplatedby the terms of this Restructuring Agreement;

 

(d)                                 distribute the RevisedConsent Solicitation to the holders of the Senior Notes simultaneously with thecommencement of the Third Party Tender Offer;

 

(e)                                  as permitted underapplicable Law, solicit any Senior Noteholders who are not party to thisRestructuring Agreement to support the Revised Consent Solicitation and ThirdParty Tender Offer;

 

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(f)                                    consult with the AdHoc Committee as to any discussions with third parties relating to anyadditional working capital funding required post Restructuring by the Groupand/or any proposed additional liquidity facility for the Group;

 

(g)                                 not seek to, noracquire or redeem (or cause to be acquired or redeemed), either directly orindirectly, the Senior Notes or any interests therein and/or beneficialownership of, or right to direct the disposition or vote in respect of, any ofthe Subordinated Notes and/or the Senior Notes other than in connection withthe Third Party Tender Offer or the Change of Control Offer; and

 

(h)                                 not distribute theRevised Consent Solicitation to the holders of the Senior Notes unless its form(save for the terms of the proposed amendments to the Senior Indenture) hasfirst been approved by the Senior Group Members’ Legal Advisers (provided thatsuch approval shall not be unreasonably withheld or delayed).

 

5.2                                 Nordic herebyirrevocably undertakes to Senior Noteholders as follows:

 

(a)                                  Nordic shall, on thesame date as the distribution of the Third Party Tender Offer to SeniorNoteholders, distribute to Senior Noteholders the Revised Consent Solicitation;

 

(b)                                 Nordic shall notwithdraw the Revised Consent Solicitation for the period of 20 Business Days following itscommencement, but shall not extend it;

 

(c)                                  Nordic shall consultin good faith with the Senior Group Members to finalise the terms of theRevised Consent Solicitation save with respect to the amendments to the SeniorIndenture proposed therein; and

 

(d)                                 Nordic shall notmodify the terms of the Revised Consent Solicitation after its distribution toholders of Senior Notes except to cure a bona fide error or ambiguity or tomodify the proposed amendments to the Senior Indenture, provided that anymodification with respect to the terms which relate to, or provide for thepayment of, the Consent Fee or with respect to the timing of or otherwise as tothe effectiveness of, the Senior Supplemental Indenture, may not be made exceptwith the prior written consent of the Senior Group Members.

 

5.3                                 Nordichereby covenants and represents that, following the payment to it by NordicHolding of the proceeds of Tranche C, it shall have available to it sufficientfree and unencumbered cleared cash funds to pay the Consent Fee payable withrespect to the Revised Consent Solicitation on the Settlement Date and that itshall on the Settlement Date pay the Consent Fee to all holders o f the SeniorNotes who have provided (and not withdrawn) consents in response to the RevisedConsent Solicitation as at C/S Closing (assuming that the requisite consentshave been obtained for C/S Closing to occur), and that to the extent theConsent Fee is not so paid by it, a debt equivalent to the Consent Fee shall bepayable by Nordic to each such holder of Senior Notes provided that if any suchholders have also validly tendered in the Third Party Tender Offer and havebeen paid the Tender Offer Price from the Offerors of 104% of the principal face amount of their Senior Notes

 

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(together with accrued and unpaid interest on those Notes up to T/OClosing), Nordic’s obligation to such holders in respect of the Consent Feeshall be deemed satisfied and discharged by such payment of the Tender OfferPrice.

 

**6****                                         CONTROLLING SHAREHOLDERS’OBLIGATIONS**

 

6.1                                 TheControlling Shareholders shall until the Termination Date:

 

(a)                                  giveeffect to resolutions to issue the Restructuring Shares but shall have noobligation either to (i) alter the board of Bus and/or Nordic Holdingand/or Nordic except as may be required by this Restructuring Agreement and/oras agreed in writing by the Controlling Shareholders and the Ad Hoc Committee,or (ii) give directions to the boards of Bus and/or Nordic in connectionwith the Restructuring;

 

(b)                                 refrain from takingany actions in respect to the unwind of the BV structure which would create anyliabilities against Bus and/or its subsidiaries, and shall not be permitted tosell or dispose of any of their shares in BV except to each other if relevant;and

 

(c)                                  not take any steps toseek to place Bus or any of its subsidiaries into any insolvency proceedings,other than is expressly contemplated by this Restructuring Agreement.

 

6.2                                 Sch&qout;yen agrees thatfor so long as it is a Shareholder of Bus and for the period of two years afterit ceases to be a Shareholder of Bus it shall not, directly or indirectly, ownan interest in, manage, operate, join, control, lend money to or renderfinancial or other assistance to or participate in or be connected with anycompetitor business of Bus or any of its subsidiaries in either Sweden, Norwayor Finland.

 

**7****                                         REPRESENTATIONS ANDWARRANTIES OF THE CONSENTING NOTEHOLDERS**

 

7.1**                                 Representationsand Warranties of the Consenting Noteholders**

 

Each of the Consenting Noteholders (and, where applicable, in itscapacity as an Offeror, with respect to Clauses 7.1(a), (b) and (d)),severally and not jointly, hereby represents, warrants and undertakes to eachof Bus, Nordic, BV, Holding AB, theControlling Shareholders and the Senior Group Members, as at the date of thisRestructuring Agreement and as at the date it signed this RestructuringAgreement,

 

(a)                                  it and, ifapplicable, the duly authorised attorney acting on its behalf, has allrequisite power, authority and, if applicable, legal capacity to execute anddeliver this Restructuring Agreement, and to consummate the transactionscontemplated hereby. The execution, delivery and performance by each of theConsenting Noteholders of this Restructuring Agreement has been duly authorisedby all necessary corporate or other organisational action;

 

(b)                                 this RestructuringAgreement has been and will be, duly and validly executed and delivered by itand (assuming the due authorisation, execution and

 

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delivery by the other parties hereto and thereto) this RestructuringAgreement constitutes when so executed and delivered and will constitute, itslegal, valid and binding obligations enforceable against it in accordance withits terms, subject to applicable bankruptcy, insolvency, reorganisation,moratorium, procedural and similar laws affecting creditors’ rights andremedies generally, and subject, as to enforceability, to general principles ofequity, including principles of commercial reasonableness, good faith and fairdealing (regardless of whether enforcement is sought in a proceeding at law orin equity);

 

(c)                                  either (i) it isthe record and beneficial owner of, with fill power to enter into theRestructuring Agreement and to vote in respect of and/or to dispose of, freeand clear of any and all Liens, that number of Subordinated Notes and/or SeniorNotes (if any) set forth on such Consenting Noteholder’s RestructuringAgreement Signature Page attached hereto or (ii) it has been engagedto perform investment management or advisory services on behalf of thebeneficial owner of the Subordinated Notes and/or the Senior Notes with fullpower to enter into the Restructuring Agreement and to vote in respect of and/todispose of, free and clear of any and all Liens, that number of SubordinatedNotes and/or Senior Notes set forth on such Consenting Noteholder’sRestructuring Agreement Signature Page attached hereto and in enteringinto this Restructuring Agreement will do on the beneficial owner’s behalf soas to bind it as a Consenting Noteholder and will procure the beneficial ownerto perform its obligations hereunder;

 

(d)                                 it shall agree toexecute and deliver such other documents or agreements and to take such otheraction as may be reasonably necessary for the implementation of thisRestructuring Agreement;

 

(e)                                  it will immediatelynotify Bus, Nordic, the Senior Group Members, the Controlling Shareholders andeach of the Released Persons in writing if, contrary to the representations andwarranties given by or on behalf of the Consenting Noteholder as part of thisRestructuring Agreement, any Person who is a beneficial owner of, or otherwiseinterested in, the Subordinated Notes and/or the Senior Notes effectivelyprevents that Consenting Noteholder’s ability in whole or in part to perform orprocure performance of this Restructuring Agreement other than by reason of (i) thesale, transfer and/or assignment of any of the Subordinated Notes and/or SeniorNotes in accordance with Clause 23.1, Schedule C and Schedule Dhereto, or (ii) the valid exercise of Clause 12 hereof by the Ad HocCommittee (acting on behalf of all Consenting Noteholders);

 

(f)                                    ithas familiarised itself with, and agrees to, the terms of the ProposedFinancing as described in Schedule A hereto proposed to be extendedto Bus, Nordic Holding and Nordic, both prior to, and following, the EffectiveDate; and

 

(g)                                 the provisions of thisClause 7 are intended to be directly enforceable by each of the ReleasedPersons, irrespective of whether or not he or it is a party to thisRestructuring Agreement, pursuant to the Contracts (Rights of Third PartiesAct) 1999.

 

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7.2**                                 ConsentingNoteholder****1933Act Representations**

 

Each of the Consenting Noteholders, severally and not jointly, herebyrepresents and warrants to Bus and the Controlling Shareholders, as at the dateof this Restructuring Agreement and as at the date it signed this RestructuringAgreement, that:

 

(a)                                  it understands andagrees that the Restructuring Shares it will be acquiring have not beenregistered under the 1933 Act and that, accordingly, such Restructuring Shareswill not be transferable except as permitted under various exemptions containedin the 1933 Act or upon satisfaction of the registration and prospectusdelivery requirements of the 1933 Act.

 

(b)                                 it is either an “accreditedinvestor” within the meaning of Regulation D under the 1933 Act or is neither a“U.S. person” within the meaning of Regulation S under the 1933 Act nor aresident of the United States;

 

(c)                                  neither it, nor anyPerson acting on its or their behalf has engaged or will engage in connectionwith the issue of the Restructuring Shares in (i) any general solicitationor general advertising within the meaning of Rule 502(c) under the1933 Act or (ii) any directed selling efforts within the meaning of Rule 903under the 1933 Act, unless such solicitation, advertising or selling effort isthen permitted under the 1933 Act.

 

(d)                                 (i) it has suchknowledge and experience in financial and business matters that it is capableof evaluating the merits and risks of the investment in the RestructuringShares and (ii) it must bear the economic risk of their respectiveinvestments in the Restructuring Shares for an indefinite period of time sincethe Restructuring Shares have not been registered under the 1933 Act andtherefore cannot be sold unless they are subsequently registered or anexemption from registration is available.

 

(e)                                  it is acquiring theRestructuring Shares for investment purposes only, and not with a view to, orfor resale in connection with, any distribution thereof within the UnitedStates within the meaning of the 1933 Act, and it represents and warrants toBus that it does not have any contract, undertaking, agreement or arrangementwith any Person to sell, transfer or grant the Restructuring Shares or anyinterest therein to any third party.

 

(f)                                    it is acquiringRestructuring Shares pursuant to an exemption or exemptions from registrationof the Restructuring Shares under the 1933 Act.

 

(g)                                 assuming the accuracyof the representations and warranties of Bus as set forth in Clause 9 of thisRestructuring Agreement, it believes it has received all the information itconsiders necessary and appropriate for deciding whether to acquire theRestructuring Shares. Such Consenting Noteholder further represents that it hashad an opportunity to ask questions and receive answers from the Groupregarding the terms and conditions of the offering of the Restructuring Sharesand the business, properties, prospects and financial conditions of the Group.The foregoing, however, does not limit or modify the representations andwarranties of Bus as set forth in Clause 9 of this

 

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Restructuring Agreement or the right of the Consenting Noteholders to rely thereon.

 

(h)                                 it agrees with Bus asfollows:

 

(i)                                     if Bus deliverscertificates evidencing the Restructuring Shares for which each ConsentingNoteholder has agreed to subscribe, such certificates and each certificateissued on transfer thereof or in exchange therefor will, to the extentpermitted by Law, bear the following legend:

 

**“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR ANY STATE OR OTHER SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED,ASSIGNED OR HYPOTHECATED UNLESS****(i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT AND SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION ISREGISTERED PURSUANT TO, EXEMPT FROM OR NOT SUBJECT TO****ANY OTHER APPLICABLE SECURITIES LAWS COVERING SUCH SECURITIES, (ii) THE SALE, TRANSFER,ASSIGNMENT OR HYPOTHECATION IS MADE OUTSIDE THE UNITED STATES PURSUANT TOREGULATION S PROMULGATED PURSUANT TO SUCH ACT, (iii) THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADEIN ACCORDANCE WITH RULE 144A, IF AVAILABLE, UNDER SUCH ACT,****(iv) THE SALE,TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE IN ACCORDANCE WITH RULE 144, IFAVAILABLE, UNDER SUCH ACT****AND****THE COMPANY RECEIVES EVIDENCE SATISFACTORY TO THE COMPANY THAT THEPROVISIONS OF THIS RULE HAVE BEEN COMPLIED WITH,****(v) THE SALE,TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE TO THE COMPANY OR SUBSIDIARY OFTHE COMPANY OR****(vi) THESALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS MADE****IN ACCORDANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THESECURITIES ACT AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OFTHESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCHSALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION ANDPROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”**

 

(ii)                                  Thecertificates representing such Restructuring Shares, and each certificateissued in transfer thereof or in exchange therefor, will also bear any legendrequired under any other applicable securities law.

 

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(iii)                               Each ConsentingNoteholder consents to Bus making a notation on its records or givinginstructions to any custodian or transfer agent of the Restructuring Shares inorder to implement the restrictions on transfer of the Restructuring Shares setforth in this Clause 7.

 

(i)                                     any legend shallbe removed or lifted and Bus shall issue a certificate without such legend tothe holder of such Restructuring Shares upon request if (a) the transferof such Restructuring Shares has been registered under the 1933 Act and suchtransfer is registered pursuant to, exempt from or not subject to any other applicablesecurities laws, (b) such Restructuring Shares are sold outside the UnitedStates pursuant to Regulation S, (c) such Restructuring Shares are soldunder Rule 144, if available, promulgated under the 1933 Act and Busreceives evidence satisfactory to Bus that provisions of Rule 144 havebeen complied with, or (d) suchholder provides Bus with anopinion of counsel (which may be internal counsel) stating that a public saleor transfer of such Restructuring Shares may be made without registration underthe 1933 Act.

 

7.3                                 With respect to Clause7.2, the term “Restructuring Shares” shall include the debt obligations thatthe Consenting Noteholders will receive in the Public Composition Proceedings.

 

**8****                                        ****REPRESENTATIONS AND WARRANTIES OF THE SENIOR GROUP MEMBERS**

 

Each of the Senior Group Members, severally and not jointly, herebyrepresents, warrants and undertakes to each of Bus, Nordic, BV, Holding AB, the ControllingShareholders and the Consenting Noteholders, as at the date of thisRestructuring Agreement and as at the date it signed this RestructuringAgreement, that:

 

(a)                                  it has all requisitepower, authority and, if applicable, legal capacity to execute and deliver thisRestructuring Agreement. The execution, delivery and performance by each of theSenior Group Members of this Restructuring Agreement has been duly authorisedby all necessary corporate or other organisational action;

 

(b)                                 this RestructuringAgreement has been and will be, duly and validly executed and delivered by itand (assuming the due authorisation, execution and delivery by the otherparties hereto and thereto) this Restructuring Agreement constitutes when soexecuted and delivered and will constitute, its legal, valid and bindingobligations enforceable against it in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganisation, moratorium, procedural andsimilar laws affecting creditors’ rights and remedies generally, and subject,as to enforceability, to general principles of equity, including principles ofcommercial reasonableness, good faith and fair dealing (regardless of whetherenforcement is sought in a proceeding at law or in equity);

 

(c)                                  either (i) it isthe record and beneficial owner of, with full power to enter into theRestructuring Agreement and to vote in respect of and/or to dispose of, freeand clear of any and all Liens, the aggregate principal face amount of SeniorNotes set forth above its signature block to this Restructuring

 

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Agreement or (ii) it has been engaged to perform investmentmanagement or advisory services on behalf of the beneficial owner of the SeniorNotes with full power to enter into the Restructuring Agreement on their behalfand to vote in respect of and/to dispose of, free and clear of any and allLiens, the aggregate principal face amount of Senior Notes set forth above itssignature block to this Restructuring Agreement;

 

(d)                                 it shall agree toexecute and deliver such other documents or agreements and to take such otheraction as may be reasonably necessary for the implementation of thisRestructuring Agreement and/or the Revised Consent Solicitation and/or theThird Party Tender Offer provided that this shall not require the Senior GroupMembers to incur any out-of-pocket expense;

 

(e)                                  it will immediatelynotify Bus, Nordic, the Controlling Shareholders, each of the Released Personsand Cadwalader (on behalf of the Consenting Noteholders) in writing, if anyPerson who is a beneficial owner of, or otherwise interested in, the SeniorNotes effectively prevents that Senior Group Member’s ability in whole or inpart to perform or procure performance of this Restructuring Agreement otherthan by reason of (i) the sale, transfer and/or assignment of any of theSenior Notes in accordance with Clause 23.1, Schedule C and Schedule Dhereto, or (ii) the valid exercise of Clause 12 hereof by the Ad Hoc Committee (acting on behalf of allConsenting Noteholders) or the Controlling Shareholders (acting jointly); and

 

(f)                                    the provisions ofthis Clause 8 (other than (e))are intended to be directly enforceable by each of the Released Persons,irrespective of whether or not he or it is a party to this RestructuringAgreement, pursuant to the Contracts (Rights of Third Parties Act) 1999.

 

**9****                                        ****REPRESENTATIONS AND****WARRANTIES OF BUS**

 

Bus, to the best of its respective knowledge and belief and in relationto facts pertaining to itself hereby represents and warrants to the ControllingShareholders, the Consenting Noteholders and the Senior Group Members, as atthe date of this RestructuringAgreement, that:

 

9.1                                 So far as it is aware,having made reasonable inquiries of the chief executive officer and chieffinancial officer of Nordic, (a) no Order has been made, petitionpresented or resolution passed for its or one of its Restricted Subsidiaries’(as defined in the Subordinated Indenture or Senior Indenture, as applicable)insolvency, reorganisation, public composition or liquidation; (b) no insolvency office holderhas been appointed on the whole or part of its or any of its Restricted Subsidiaries’(as defined in the Subordinated Indenture or Senior Indenture, as applicable)assets; (c) no enforcement action has been commenced by any securedcreditor (including any security trustee for and on behalf of the SeniorNoteholders) in any jurisdiction; and (d) no proceedings analogous to theforegoing has been commenced in respect of it or any of its RestrictedSubsidiaries (as defined in the Subordinated Indenture or Senior Indenture, asapplicable) in any jurisdiction.

 

9.2                                 It has all requisitecorporate power, authority and legal capacity to execute and deliver thisRestructuring Agreement, and to perform its obligations hereunder. This

 

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Restructuring Agreement will be duly and validly executed and deliveredby it and (assuming the due authorisation, execution and delivery by the otherparties hereto) this Restructuring Agreement constitutes when so executed anddelivered its legal, valid and binding obligations enforceable against it inaccordance with its terms, subject to applicable bankruptcy, insolvency,reorganisation, moratorium, procedural and similar laws affecting creditors’rights and remedies generally, and subject, as to enforceability, to generalprinciples of equity, including principles of commercial reasonableness, goodfaith and fair dealing (regardless of whether enforcement is sought in aproceeding at law or in equity).

 

9.3                                 There are 5,000Ordinary Shares issued and outstanding, no preference shares of Bus issued andoutstanding, and that other than as contemplated hereby there are no agreementsor arrangements in force which provide for the present and future allotment,issue or transfer of, or grant to any Person the right (whether conditional orotherwise) to call for the allotment, issue or transfer of any share capital ofBus (including any option or right of pre-emption or concession).

 

9.4                                 Neither Bus, itsaffiliates nor any Person acting on its or their behalf has engaged or willengage in connection with the issue of the Restructuring Shares in (i) anygeneral solicitation or general advertising within the meaning of Rule 502(c) underthe 1933 Act or (ii) any directed selling efforts within the meaning of Rule 903under the 1933 Act.

 

9.5                                 So far as Bus isaware, having consulted Nordic’s chief executive officer and chief financialofficer, Bus has cancelled, to the extent practicable, all options, warrants orany other instruments including management fee arrangements issued to any partyby Bus or any of its subsidiaries or Parent Companies of Bus on or prior to theEffective Date, and Bus warrants that there are no options or warrants inexistence as of the date hereof save to the extent of the Management IncentivePlan. To the extent that any options or warrants are not cancelled prior to theEffective Date, Bus agrees that the Consenting Noteholders will be issuedadditional Restructuring Shares to preserve the value of the ConsentingNoteholders’ 97.5% equity interest in Bus upon the Effective Date and theControlling Shareholders will be entitled to subscribe for new shares on termswhich preserve the value of their 2.5% equity interest in Bus.

 

**10****                                  REPRESENTATIONS ANDWARRANTIES OF THE CONTROLLING SHAREHOLDERS**

 

Each of Goldman Sachs and Sch&qout;yen, severally and not jointly, herebyrepresent and warrant to the Consenting Noteholders and the Senior GroupMembers, as at the date of this Restructuring Agreement, that:

 

10.1                           (a) No Order has beenmade, petition presented or resolution passed for the insolvency,reorganisation, public composition or liquidation of either of them; (b) noinsolvency office holder has been appointed on the whole or part of the assetsof either of them; (c) no enforcement action has been commenced by any secured or pledge creditor; and(d) no proceedings analogous to the foregoing has been commenced in respect of either of them.

 

10.2                           It and, if applicable, theduly authorised attorney acting on its behalf, has all requisite corporatepower, authority and, if applicable, legal capacity to execute and deliver this

 

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Restructuring Agreement, and to consummate the transactionscontemplated hereby. The execution, delivery and performance by each of GoldmanSachs and Sch&qout;yen of this Restructuring Agreement has been duly authorised byall necessary corporate or other organisational action on its behalf. ThisRestructuring Agreement has been and will be, duly and validly executed anddelivered by each of Goldman Sachs and Sch&qout;yen and (assuming the dueauthorization, execution and delivery by the other parties hereto and thereto)this Restructuring Agreement constitutes when so executed and delivered andwill constitute, their legal, valid and binding obligations enforceable againsteach of Goldman Sachs and Sch&qout;yen in accordance with their respective terms,subject to applicable bankruptcy, insolvency, reorganisation, moratorium,procedural and similar laws affecting creditors’ rights and remedies generally,and subject, as to enforceability, to general principles of equity, includingprinciples of commercial reasonableness, good faith and fair dealing (regardlessof whether enforcement is sought in a proceeding at law or in equity).

 

10.3                           It neither owns outright,nor has any beneficial interest in the Subordinated Notes and/or the SeniorNotes as of the date of this Restructuring Agreement (which, for the avoidanceof doubt, in the case of each of the Goldman Sachs Parties applies to thosenamed entities alone and not any Affiliates of those entities or of GoldmanSachs International or other entities owned or controlled by either Goldman,Sachs & Co. or GoldmanSachs International respectively).

 

**11****                                 ****COVENANTS**

 

11.1                           **General**

 

From the date of its signing the Restructuring Agreement and throughoutthe remainder of the Subordinated Notes’ Standstill Period except (i) asotherwise expressly provided by this Restructuring Agreement, (ii) inconnection with the Proposed Financing and/or the Subordinated Indenture and/orthe Revised Consent Solicitation and/or the Third Party Tender Offer, or (iii) withthe prior written consent (such consent not to be unreasonably withheld ordelayed) of the Ad Hoc Committee and the Controlling Shareholders (acting jointly), Bus covenants to theControlling Shareholders and to the Consenting Noteholders that Bus shall not,except as contemplated by this Restructuring Agreement:

 

(a)                                  appoint or remove anydirector or officer or pay or agree to pay any performance related bonus to anydirector or officer or make any award or grant to any director under anyincentive scheme or bonus plan;

 

(b)                                 enterinto any transactions, other than in the ordinary course of business forarms-length consideration or in a manner permitted by this Clause 11.1, eitherindividually, or in a series of transactions, which value in aggregate exceedsthe amount of EUR 1 million inany twelve month period:

 

(i)                                     giving anyguarantees or fulfilling any obligation(s) to pay damages; or

 

(ii)                                  granting consents forthe lease, sale, pledge, mortgage, encumbrance or transfer of any part of theproperty of the Group;

 

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(c)                                  sell, transfer,lease, acquire, or otherwise dispose of any shares in any other company or ofall or any material part of its present or future undertaking, material assets,rights or revenues whether by a single transaction or a series of transactionswhether related or not, save for:

 

(i)                                     disposals on armslength commercial terms of assets which are surplus to operationalrequirements;

 

(ii)                                  arms-length disposalsin the ordinary course of business (for sake of clarity, such disposals includesales of buses);

 

(iii)                               intra-Group disposalsfor the purposes of facilitating the Restructuring;

 

(iv)                              disposals of cash onterms contemplated and not otherwise prohibited, by this RestructuringAgreement; and

 

(v)                                 any other disposal forconsideration not exceeding EUR 100,000 subject to an aggregate limit of EUR 1million in any twelve month period.

 

(d)                                 issue equity (orotherwise change its capital structure in any way not contemplated by thisRestructuring Agreement including, for the avoidance of doubt, any steps whichmay involve the issue of any new debt, shares, warrants or options to acquireany new shares other than shares issued on the exercise or conversion ofsecurities existing as at the date of this Restructuring Agreement) or increaseits authorised shares for any purpose other than to facilitate theRestructuring;

 

(e)                                  pay any dividends;

 

(f)                                    enter into or amendany employment or collective bargaining agreements;

 

(g)                                 adopt or amend anymanagement compensation schemes; 

 

and Bus will use reasonable endeavours to:

 

(h)                                 operate its businessand activities in the ordinary course and in such a manner as to ensure that noact or event occurs during the Subordinated Notes’ Standstill Period withoutthe consent of the Ad Hoc Committee which would reasonably be expected toresult in a breach of any warranties set out herein;

 

(i)                                     disclose forthwithin writing to the Ad Hoc Committee and the Controlling Shareholders any matter orthing which is inconsistent withBus’ covenants herein;

 

(j)                                     discloseforthwith in writing to the Ad Hoc Committee details of any material contingentliability of which it is aware which may relate to it or any subsidiary, whichmay be reasonably expected to have a material adverse effect upon theRestructuring and/or the Restructuring Steps, and which was not otherwisenotified to the Ad Hoc Committee prior to the date of this RestructuringAgreement;

 

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(k)**                                 **submitfor the Ad Hoc Committee’s review any Restructuring Documents prior to therelease to all Subordinated Noteholders or Senior Noteholders for the purposeof soliciting those Noteholders’ agreement or approval to such documentation;

 

(l)                                     insofar as itbecomes aware of the identity of the Subordinated Noteholders other thanConsenting Noteholders, and to the extent permitted by its duties ofconfidentiality and applicable Law, inform the Ad Hoc Committee of the identityof the Subordinated Noteholders provided that it shall not be obliged to do soif it has been specifically requested by a Subordinated Noteholder not toidentify such Subordinated Noteholder;

 

(m)                               agree to thesatisfaction of the Ad Hoc Committee the material terms of any proposals(provided for in this Restructuring Agreement or otherwise to facilitate theRestructuring) to be put to its Shareholders for approval;

 

(n)                                 consult with the AdHoc Committee and the Ad Hoc Committee’s Advisers in relation to theRestructuring Documents;

 

(o)                                 not, except with thewritten consent of the Controlling Shareholders, agree to, and will use allvoting powers and contractual rights available to it so as to prevent NordicHolding and/or Nordic from agreeing to (i) any alteration of or waiver orindulgence in relation to any of the terms or timing of the proposedRestructuring, (ii) any alteration of or waiver or indulgence in relationto the terms of any of the arrangements (including each of the FinancingDocuments) entered into by Bus, Nordic Holding and/or Nordic in connection withthe Restructuring, the Proposed Financing and/or this Restructuring Agreement,or (iii) any new arrangements or agreements relevant to any of themexcept, in each case, agreements which (a) are not financing agreements(other than bus leases and equivalent arrangements), (b) are entered into in the ordinary course of operatingthe bus and transportation businesses of Nordic’s subsidiaries and (c) arepermitted under the Financing Documents;

 

(p)                                 provide to theControlling Shareholders, as and when requested by them, all information knownto the directors of Bus or reasonably obtainable by them from Nordic Holding inrelation to any matter relevant to any of the Financing Documents, theRestructuring or the Proposed Financing, including full details of anynegotiations or material communications with any of their creditors. After theEffective Date, information provisions by Bus will be governed by theShareholders Agreement; and

 

(q)**                                **tomake all material securities and other necessary filings and announcements inconnection with the matters contemplated by this Restructuring Agreement as andwhen necessary to comply with all applicable laws and regulations and torefrain from breaching any such laws or regulations by failing to make any suchfilings or announcements or making them defectively. It is acknowledged by Busthat the Controlling Shareholders will not be in a position to procurecompliance with these requirements.

 

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**11.2****                       ****The Proposed Financing**

 

(a)                                  Notwithstandinganything in this Restructuring Agreement to the contrary, the parties heretoagree the entry by Bus and its subsidiaries into the Financing Documents andimplementation of the Proposed Financing by them will not violate any provisionof the Restructuring Agreement or any of their rights under any of theFinancing Documents.

 

(b)                                 Each ConsentingNoteholder who is participating in the Proposed Financing or Third Party TenderOffer acknowledges that it has carried out its own due diligence in relation tothe risks associated with the Proposed Financing and the Third Party TenderOffer and agrees that no Claim will be brought against Bus, BV, Holding AB,Nordic Holding and/or Nordic or the Senior Group Members or any of theirofficers or advisers in respectof any Loss arising from any matter of which it or its advisers have been madeaware.

 

(c)                                  Each ConsentingNoteholder who is also a Lender or who acquires Restructuring Shares in theRestructuring or Senior Notes in the Third Party Tender Offer agrees toexercise all voting powers and enforce all contractual rights the exercise ofwhich it has the power to control so as to require the Financing Documents tobe performed in accordance with their terms at the date of this RestructuringAgreement.

 

**11.3****                       ****Periodic filing**

 

From the date hereof, Bus agrees to file with the U.S. Securities andExchange Commission all periodic and other reports required of foreign privateissuers (as that term is defined in the 1934 Act) by the 1934 Act.

 

**12****                                 ****TERMINATION**

 

12.1                           Subject to Clause 12.8, theConsenting Noteholders’ obligations to the other parties to this RestructuringAgreement (save for the obligations of the Offerors set out in Clause 2.4 andthose owed to Nordic and the Senior Group Members) and their rights under thisRestructuring Agreement (without prejudice to their rights in respect of priorbreaches) shall terminate upon the Ad Hoc Committee (acting on behalf of allConsenting Noteholders) serving a written termination notice in accordance withClause 12.5 in the circumstances set out below:

 

(a)                                  **Material Adverse Change:**amaterial adverse change to the financial position or business prospects of Busor its subsidiaries taken as a whole occurs between the date hereof and theEffective Date (which shall not include the making or funding of the Change ofControl Offer under the Third Party Tender Offer and/or the Revised ConsentSolicitation) provided, that this shall not entitle any p arty to servenotice o f termination where it is a result of a matter disclosed to the Ad HocCommittee’s Advisers prior to the date of this Restructuring Agreement;

 

(b)                                 **Material Breach ofObligations:**Bus and/or Nordic is in material breach of its obligationsto the Ad Hoc Committee under this Restructuring Agreement

 

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which is not remedied within 10 Business Days of written notice of thebreach being given to the party in breach; and

 

(c)                                  **By****Agreement:**as may be agreed in writing between theAd Hoc Committee, Bus, BV, Holding AB and the Controlling Shareholders (actingjointly)

 

12.2                           Subject to Clause 12.8, theControlling Shareholders’ obligations to the other parties to thisRestructuring Agreement and their rights under this Restructuring Agreement(without prejudice to their rights in respect of prior breaches) shallterminate upon them serving a written termination notice in accordance withClause 12.5 where (i) there is a refusal by any Lender, or where any ofthem intimates that it considers itself entitled to refuse, to advance itsrespective portion of Tranche A and/or Tranche C of the Mezzanine Facility or (ii) upona termination under Clause 12.1.

 

12.3                           Nothingin Clauses 12.1 to 12.2 shall:

 

(a)                                  relieve any party tothis Restructuring Agreement of any obligation under this Restructuring Agreement or otherwise to implementthe Third Party Tender Offer or the Revised Consent Solicitation as requiredunder this Restructuring Agreement or otherwise;

 

(b)                                 allow the terminationof any right or obligation under this Restructuring Agreement as a consequenceof a termination by the Senior Group Members in accordance with Clause 12.4 or otherwise; or

 

(c)                                  allow the terminationby the Ad Hoc Committee of any right or obligation under this RestructuringAgreement, as a consequence of any failure of any party to this RestructuringAgreement to perform any of its obligations arising under this RestructuringAgreement or otherwise, to implement the Third Party Tender Offer or theRevised Consent Solicitation.

 

12.4                           Subject to Clause 12.8, theSenior Group Members’ obligations to the other parties to this RestructuringAgreement and their rights under this Restructuring Agreement (withoutprejudice to their rights in respect of prior breaches and without terminatingany other rights they may have otherwise than under this RestructuringAgreement including under the Third Party Tender Offer) shall terminate uponthe Senior Group Members (acting jointly) serving written termination notice inaccordance with Clause 12.5 where:

 

(a)                                  the Revised ConsentSolicitation is withdrawn, or its withdrawal is announced by Nordic, in breachof its terms and/or this Restructuring Agreement;

 

(b)                                 the Third Party TenderOffer is withdrawn, or its withdrawal is announced by the Offerors, in breachof its terms and/or this Restructuring Agreement;

 

(c)                                  the Revised ConsentSolicitation and/or the Third Party Tender Offer fail to close by 1 September 2005;

 

(d)                                 the Third Party TenderOffer or the Revised Consent Solicitation are not commenced in accordance withthis Restructuring Agreement;

 

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(e)                                  Tranche C is notadvanced by the Lenders to Nordic Holding, and Nordic Holding has notcontributed the proceeds thereof to Nordic, by 25 July 2005; or

 

(f)                                    theConsent Fee and the Tender Offer Price are not paid to the consenting and/ortendering holders of Senior Notes, as applicable, on the Settlement Date.

 

12.5                           In the event of termination of certainrights and obligations hereunder by the Ad Hoc Committee, the ControllingShareholders (acting jointly) or the Senior Group Members (acting jointly)pursuant to any provision of Clauses 12.1 to 12.4 above, a written noticethereof shall forthwith be given to the other parties as detailed in Clause23.12 hereof.

 

12.6                           Without prejudice to theforegoing, if the Longstop Date shall occur before the Effective Date, thisRestructuring Agreement shall terminate on the Long Stop Date and shall, exceptin respect of prior breaches, cease to have any further force or effect.

 

12.7                           In the event that thisRestructuring Agreement is (or the obligations of any parties hereto are)validly terminated as provided herein otherwise than as a consequence ofcompletion of the Restructuring, then each of the relevant parties shall be relievedof their duties and obligations arising under this Restructuring Agreement afterthe date of such termination and such termination shall be without Liability toany of the other parties hereto; provided, however, that nothing in thisClause 12.7 shall relieve any partyhereto of any Liability for a breach of this Restructuring Agreement or asarises under Clauses 23.3, 23.4 and 23.5 hereof.

 

12.8                           For the avoidance of doubt,after a termination under Clause 12.1, 12.2 or 12.4, the following provisionsshall remain in full force and effect:

 

(a)                                  On a terminationunder Clause 12.1(a) or (b), Clauses 1, 3, 5, 6, 7, 8, 9, 10, 11, 13, 15,17 and 23.3 to 23.16, and, until the earlier of the Settlement Date ortermination under Clause 12.4, Clauses 2.1(f), (g), (h), (j) through (p), 2.2, 2.4and 2.5 and 23.1 (insofar as it applies to any Senior Group Member).

 

(b)                                 On a termination underclause 12.1(c); such Clauses as the terminating parties may agree, providedthat the rights and obligations of the Senior Group Members shall surviveunless they otherwise agree, including (without limitation) with respect totermination under this Clause 12, the Third Party Tender Offer and the RevisedConsent Solicitation (including, until the earliest of the Settlement Date ortermination under Clause 12.4, Clauses 2.1(f), (g), (h), (j) through (p), 2.2,2.4 and 2.5 and 23.1 (insofar as it applies to any Senior Group Member)).

 

(c)                                  On a terminationunder Clause 12.2, following a termination under Clause 12.1(a) or (b),Clauses 1, 3, 5, 6, 7, 8, 9, 10, 11, 13, 15, 17 and 23.3 to 23.16, and, untilthe earlier of the Settlement Date or termination under Clause 12.4, Clauses 2.1(f),(g), (h), (j) through (p), 2.2, 2.4 and 2.5 and 23.1 (insofar as it applies toany Senior Group Member).

 

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(d)                                 On a termination underClause 12.4; all Clauses except insofar as they contain covenants on the partof the Senior Group Members (in their capacity as such), save for Clause 8 which shall continue in fill forceand effect, or contain covenants on the part of Nordic.

 

12.9                           ThisRestructuring Agreement will continue in full force and effect from and afterthe Effective Date insofar as not previously terminated or performed.

 

**13**                                  **RELEASES BY THE CONTROLLING SHAREHOLDERS**

 

13.1                           Asof and from the Effective Date (and with respect to the Senior Group Members,the Settlement Date) each of the Controlling Shareholders shall irrevocablyrelease, waive and discharge each of the other parties hereto and theirAffiliates and each of those parties’ Representatives from any and all Claimsaccrued up to that time (other than a Claim for any Loss caused by fraud orwilful misconduct) in connection with such Controlling Shareholders’ investmentand/or shareholdings in the Group other than any Claim for breach of thisRestructuring Agreement.

 

13.2                           The provisions of thisClause 13 shall not apply to:

 

(a)                                  any Claim in respectof a Loss insofar as it results directly or indirectly from a Claim against anyReleased Person by a company in the Group, a Senior Group Member, a ConsentingNoteholder or a Shareholder or from a Claim against a company in the Group;

 

(b)                                 anyright to require any company in the Group toperform its obligations under this Restructuring Agreement, the RevisedConsent Solicitation, the Third Party Tender Offer Documents or any of theFinancing Documents;

 

(c)                                  any right to requireany company in the Group to enforce any directors and officers’ insurance towhich it is a party for the benefit of any Released Person; or

 

(d)                                 any future right underthe Shareholders’ Agreement or constitutive documents of Bus.

 

13.3                           Nothingin this Clause 13 shall limit orrelease the obligations of the parties under this Restructuring Agreement.

 

**14**                                  **RELEASES BY CONSENTING NOTEHOLDERS**

 

14.1                           From the date on which itbecomes bound by the terms of this Restructuring Agreement (including underClause 23.2), each Consenting Noteholder (acting as a holder or former holderof the Subordinated Notes and, where it holds any, the Senior Notes) willrelease and refrain from:

 

(a)                                  pursuing any Claim(other than a Claim for any Loss caused by the fraud or wilful misconduct ofany Released Person or any Claim for breach of this Restructuring Agreement)against any Released Person in respect of a Waived Loss and any Claim againstany other Person which, directly or indirectly,

 

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gives rise to a right for any Person to pursue a Claim against aReleased Person in respect of any Waived Loss; and/or

 

(b)                                 seeking to recoup, inwhole or in part (whether directly or through Bus and/or Nordic) thecontribution made by Bus in accordance with Clause 22.2 hereof or madeseparately by Nordic in relation to matters contemplated by this RestructuringAgreement.

 

14.2                           On any termination underClause 12.1, the releases, waivers or discharges given by ConsentingNoteholders in this Clause 14 shall be rescinded forthwith and cease to haveany effect.

 

14.3                           Each Consenting Noteholderalso agrees that during the Subordinated Notes’ Standstill Period andthereafter, for so long as it is a Shareholder of Bus, it shall not (whetheracting individually, collectively or in concert with other parties) bring anyClaims (other than a Claim for any Loss caused by fraud or wilful misconduct)against any companies in the Group or their Representatives, any Released Personsor support any action(s) by companies in the Group to bring Claims against anyRepresentatives of companies in the Group (other than a Claim for any Losscaused by fraud or wilful misconduct), and shall use all voting and otherpowers and rights available to it to prevent any company in the Group bringingany Claim against a Released Person in respect of a Waived Loss.

 

14.4                           Each Consenting Noteholderagrees that, while it is a Shareholder, it will promptly enforce all rights andexercise all powers available to it to (i) prevent each company in theGroup from seeking to bring any Claim in respect of any payment made pursuantto this Restructuring Agreement, or any payment made separately by Nordic inrelation to matters contemplated by this Restructuring Agreement, to aControlling Shareholder or any company through which it is indirectlyinterested in Bus and (ii) cause Bus to comply with Clause 16.

 

14.5                           The provisions of thisClause 14 are intended to bedirectly enforceable by each of the Released Persons, irrespective of whetheror not he or it is a party to this Restructuring Agreement, pursuant to theContracts (Rights of Third Parties) Act 1999.

 

14.6                           Nothing in this Clause 14shall limit or release the obligations of the parties under this RestructuringAgreement.

 

**15****                                 ****RELEASES BY SENIOR GROUP MEMBERS**

 

15.1                           From the date on which itbecomes bound by the terms of this Restructuring Agreement, each Senior GroupMember (acting as a holder or former holder of the Senior Notes) will releaseand refrain from:

 

(a)                                  pursuing any Claim(other than a Claim for any Loss caused by the fraud or wilful misconduct ofany Released Person or any Claim for breach of this Restructuring Agreement)against any Released Person in respect of a Waived Loss and any Claim againstany other Person which, directly or indirectly, gives rise to a right for anyPerson to pursue a Claim against a Released Person in respect of any WaivedLoss; and/or

 

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(b)                                 seekingto recoup, in whole or in part (whether directly or through Bus and/or Nordic)the contribution made by Bus and/or Nordic in accordance with Clause 22.2hereof.

 

15.2                           On any termination underClause 12.4, the releases, waivers or discharges given by Senior Group Membersin this Clause 15 shall be rescinded forthwith and cease to have any effect.

 

15.3                           Each Senior Group Memberalso agrees that during the Senior Group Members’ Standstill Period, it shallnot (whether acting individually, collectively or in concert with otherparties) bring any Claims (other than a Claim for any Loss caused by fraud orwilful misconduct) against any companies in the Group or their Representatives,any Released Persons or support any action(s) by companies in the Group tobring Claims against any Representatives of companies in the Group (other thana Claim for any Loss caused by fraud or wilful misconduct), and shall use(provided it shall not be obliged to incur any out-of-pocket expense) allvoting and other powers and rights available to it to prevent any company inthe Group bringing any Claim against a Released Person in respect of a WaivedLoss.

 

15.4                           Each Senior Group Memberagrees that, while it is a Senior Noteholder, it will (provided it shall not beobliged to incur any out-of-pocket expense) promptly enforce all rights andexercise all powers available to it to (i) prevent each company in theGroup from seeking to bring any Claim in respect of any payment made pursuantto this Restructuring Agreement, or separately by Nordic in relation to matterscontemplated by this Restructuring Agreement, to a Controlling Shareholder orany company through which it is indirectly interested in Bus and (ii) causeNordic to comply with Clause 17.

 

15.5                           The provisions of thisClause 15 are intended to be directly enforceable by each of the Released Persons,irrespective of whether or not he or it is a party to this RestructuringAgreement, pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

15.6                           Nothing in this Clause 15shall limit or release the obligations of the parties under this RestructuringAgreement.

 

**16****                                 ****RELEASES BY****BUS**

 

16.1                           From the date on whichshares are issued by Bus pursuant to the Restructuring (and with respect toSenior Group Members, as from the Settlement Date), Bus shall use reasonableendeavours to procure its subsidiaries to, and Bus shall, irrevocably release,waive and discharge each of the other parties hereto and their Affiliates andevery other company in the Group, each of those parties’ Representatives andthe Released Persons from any and all Claims (other than a Claim for any Losscaused by fraud or wilful misconduct) in connection with their investmentand/or shareholdings in the Group or any securities issued by the Group otherthan any Claim for breach of this Restructuring Agreement.

 

16.2                           The provisions of thisClause 16 are intended to bedirectly enforceable by each of the Released Persons, irrespective of whetheror not he or it is a party to this

 

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Restructuring Agreement, pursuant to the Contracts (Rights of ThirdParties) Act 1999.

 

16.3                           Nothing in this Clause 16 shall limit or release theobligations of the parties under this Restructuring Agreement.

 

**17****                                 ****RELEASES BY****NORDIC**

 

17.1                           From the Settlement Date,Nordic shall procure its subsidiaries to, and Nordic shall, irrevocablyrelease, waive and discharge each of the other parties hereto and theirAffiliates and every other company in the Group, each of those parties’Representatives and the Released Persons from any and all Claims (other than aClaim for any Loss caused by fraud or wilful misconduct) in connection withtheir investment and/or shareholdings in the Group or any securities issued bythe Group other than any Claim for breach of this Restructuring Agreement.

 

17.2                           The provisions of thisClause 17 are intended to be directly enforceable by each of the ReleasedPersons, irrespective of whether or not he or it is a party to thisRestructuring Agreement, pursuant to the Contracts (Rights of Third Parties)Act 1999.

 

17.3                           Nothing in this Clause 17shall limit or release the obligations of the parties under this RestructuringAgreement.

 

**18****                                 ****SHAREHOLDERS’ AGREEMENT**

 

Upon the date on which the Restructuring is completed by the issue ofRestructuring Shares, and prior to the distribution of any Restructuring Sharesto Consenting Noteholders or to the Controlling Shareholders, all ConsentingNoteholders and the Controlling Shareholders shall enter into a new shareholders agreement in theagreed form (the **“Shareholders’Agreement”**).

 

**19****                                 ****IMPLEMENTATION OF THE RESTRUCTURING**

 

19.1                           The exchange of the SubordinatedNotes for the Restructuring Shares will be implemented through theRestructuring Steps (either the Proceedings Steps and the Private SubscriptionSteps or the Private Subscription Steps alone as described herein and in Schedule E hereto).

 

19.2                           Should for any reason thenumber of Consenting Noteholders who are signatories to this RestructuringAgreement hold 99% or more of the Subordinated Notes (or such lower number asmay be agreed between Bus and the Ad Hoc Committee, each acting reasonably),then the Private Subscription Steps alone may be used at the election of Busand the Ad Hoc Committee to implement the Restructuring, without the use ofeither Swedish Reorganisation Proceedings or Public Composition Proceedings.Where such an election is not made or cannot be made, then the Restructuringshall be implemented by the combination of the Proceedings Steps and a PrivateSubscription for the Subordinated Notes.

 

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19.3                           **Proceedings Steps**

 

(a)                                  The Proceedings Stepsshall comprise a combination of Swedish Reorganisation Proceedings, PublicComposition Proceedings and a Private Subscription for the Subordinated Notesand shall be undertaken by Bus in conjunction with each other.

 

(b)                                 By signing thisRestructuring Agreement and for the purposes of the Proceedings Steps, eachConsenting Noteholder agrees in the Public Composition Proceedings (i) tothe reduction of the face amount of their Subordinated Notes from 100% down to 25% (or such lower percentage as may be agreed by the court), (ii) suchchanges to the reduced debt obligation relating to denomination, priority andinterest as may be agreed by the court, (iii) to irrevocably tender thatreduced debt obligation to Bus in consideration for receiving RestructuringShares outside of the Swedish court process via a Private Subscription for theSubordinated Notes, (iv) not to retain, or expect to receive from Bus anycash payment in respect of, that reduced debt obligation and (v) to useall powers and rights available to it to ensure that the Proceedings Steps areimplemented as rapidly as reasonably practicable.

 

19.4                           **PrivateSubscription Steps**

 

(a)                                  The PrivateSubscription Steps shall involve Bus offering to Consenting Noteholders anexchange of their Subordinated Notes for Restructuring Shares by means of aprivate subscription of Restructuring Shares for Subordinated Notes (the “**Private Subscription**”) and each Consenting Noteholder agreesto use all powers and rights available to it to ensure that the ProceedingsSteps are implemented as rapidly as reasonably practicable. No publicdisclosure document will be produced and the Private Subscription shall becarried out in consultation withthe Restructuring Trustee, upon the terms and subject to the conditions set outin this Restructuring Agreement and any other necessary subscription documents.

 

(b)                                 The PrivateSubscription for the Subordinated Notes may be utilised by Bus on a stand alonebasis where there are more than 99% (or such lower number as may be agreedbetween Bus and the Ad Hoc Committee, each acting reasonably) of SubordinatedNoteholders who are signatories to the Restructuring Agreement, or at theconclusion of the Public Composition Proceedings. In the Private Subscription,Bus will deliver (directly or indirectly through the Restructuring Trusteeacting on behalf of the Consenting Noteholders) to each of the ConsentingNoteholders a number of Restructuring Shares equal to its pro-rata entitlementto Restructuring Shares as provided under the terms of this RestructuringAgreement, with Consenting Noteholders receiving in aggregate 97.5% of theRestructuring Shares between them and no other Noteholders receiving any sharesin Bus.

 

(c)                                  In the PrivateSubscription each Consenting Noteholder agrees:

 

(i)                                     to subscribe(directly or indirectly through the Restructuring Trustee) for the number ofRestructuring Shares to which it is entitled under the terms of thisRestructuring Agreement; and

 

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(ii)                                  to transfer itsclaims against Bus in respect of the Subordinated Notes to the RestructuringTrustee. The amount payable by the Restructuring Trustee to Bus in respect ofthe subscription price for the Restructuring Shares and the amount payablerespectively by Bus in respect of the Subordinated Notes (whether or not payable now or at afuture date and whether or not fully or partially reduced following theProceeding Steps) shall upon the conclusion of the Restructuring Steps be setoff against one another in full discharge of each party’s obligations to theother in respect thereof.

 

19.5                           On the Effective Date, each ConsentingNoteholder will be allotted and issued the number of Restructuring Shares(rounded down to the nearest whole number of Restructuring Shares) equal to thepercentage that its aggregate interest in the Subordinated Notes bears to the aggregateprincipal amount of all Subordinated Notes held by Consenting Noteholders whichparticipate in the Private Subscription, whether undertaken on a stand alonebasis or in conjunction with the Proceedings Steps, and the ControllingShareholders or their nominated recipients will be allotted and issuedRestructuring Shares in the proportions notified by them to Bus or, in theabsence of notification, equally in numbers which ensure that their aggregateholdings, including shares held at the date of this Restructuring Agreement,are 2.5% of all ordinary sharesof Bus in issue immediately after this Clause 19 is implemented.

 

**20****                                 ****BOARD ISSUES**

 

20.1                           On thedate hereof the Controlling Shareholders shall procure:

 

(a)                                  that their fournominated non-executive directors of Bus (being The Honourable Richard SimonSharp and Steven Richard Sher of Goldman Sachs and Frode Larsen and Harald Aernkvaernof Sch&qout;yen) shall resign their offices in favour of the election of threenon-executive directors of Bus being Christopher John Hughes, AntonioMaximillian Alvarez III and Gina Gemano respectively;

 

(b)                                 that their fournominated non-executive directors of Nordic Holding (being The HonourableRichard Simon Sharp and Steven Richard Sher of Goldman Sachs and Frode Larsenand Harald Aernkvaern of Sch&qout;yen) shall resign their offices in favour of theelection of three non-executive directors of Nordic Holding, being ChristopherJohn Hughes, Antonio Maximillian Alvarez III and Ragnar Norback respectively;and

 

(c)                                  the resignation ofPer Skargard as a non-executive director of Nordic in favour of Ragnar Norbackand the election of Antonio Maximillian Alvarez III as a non-executive directorof Nordic to serve alongside Christopher John Hughes, who shall continue inoffice. For the avoidance of doubt, the resignation of Per Skargard inaccordance with this Clause will not prejudice his entitlement to acompensation bonus and is being done at the request of Bus and the ControllingShareholders.

 

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20.2                           On thedate hereof:

 

(a)                                  Ragnar Norback shallbe appointed as the new chief executive officer of Bus, Nordic Holding andNordic respectively and Per Skargard shall be appointed as the new chieffinancial officer of Bus and Nordic, each appointment to take effectimmediately.

 

(b)                                 Bus and itssubsidiaries shall take all necessary steps to ensure that those directorsresigning their offices in accordance with Clause 20.1 hereof shall have thebenefit of appropriate directors’ and officers’ liability insurance coveragefor a period of six years after the signing of this Restructuring Agreement andBus shall appoint Advokatfirman Lindahl to act as its agent to ensure that suchobligation is fulfilled.

 

20.3                           Upon the Effective Date, theboard of Bus shall comprise four non-executive directors, each nominated by theAd Hoc Committee.

 

**21****                                 ****MANAGEMENT INCENTIVE PLAN**

 

21.1                           A management incentive planin the agreed form has been adopted prior to the date hereof for the top 7employees in the Group (CEO and CFO of Bus and 5 managing directors of the operatingcompanies).

 

21.2                           The exercise of the optionsunder the plan will result in the issuance of new ordinary shires of Bus, whichwill dilute, pro rata, and on an equal ranking basis, the shares of theControlling Shareholders and the Restructuring Shares of the ConsentingNoteholders respectively.

 

**22****                                 ****CLOSING ARRANGEMENTS**

 

22.1                           As soon as possible aftercompletion of the Proceedings Steps or the satisfaction of Clause 19.4(b) hereof,the Restructuring Shares towhich they are entitled shall be issued to Consenting Noteholders and, ifapplicable, to each of Goldman Sachs and Sch&qout;yen or to such person or personsas they may direct and in such proportions as they may direct, pursuant to thePrivate Subscription Steps, but only after each of them and Bus shall haveexecuted the Shareholders’ Agreement.

 

22.2                           Unless it has previously bythen been paid by Nordic, in which case Bus shall have no liability to theControlling Shareholders, Bus shall, on the first business day after the day onwhich shares are issued pursuant to the Restructuring, make a payment to eachof the Controlling Shareholders or the person(s) they nominate for the purposeand (in the proportions notified by them) of EUR 1.5 million in aggregate (butnot with VAT in addition) either in cash or, if agreed by the ControllingShareholders, in kind, towards the costs and expenses arising out of thecollapse and/or unwinding of the BV structure and the costs of advice received by either of the ControllingShareholders, or which they have procured to be provided to the directors ofBus, in relation to the Restructuring.

 

22.3                           Bus acknowledges that itwill obtain a significant commercial benefit from the Controlling Shareholdersentering into this Restructuring Agreement and that it considers its obligationin Clause 22.2, namely the guarantee of Nordic’s obligation to the ControllingShareholders, to be reasonable.

 

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**23****                                  ADDITIONAL MATTERS**

 

23.1                           **Restrictions on the Consenting Noteholders and the Senior Group Members**

 

(a)                                  Each ConsentingNoteholder and Senior Group Member hereby irrevocably agrees that it shall notsell, transfer or assign any of its Subordinated Notes and/or its Senior Notesas the case may be, any interest therein, or any Claim such ConsentingNoteholder has released pursuant to Clause 14.1 or such Senior Group Member hasreleased pursuant to Clause 15, to any Person (each a “**transferarrangement**”) unless such Person prior to any transfer or assignment(a) enters into a written undertaking in favour of the other partieshereto in the form attached at Schedule C agreeing to be bound bythe terms of this Restructuring Agreement as if such Person were a ConsentingNoteholder or a Senior Group Member in respect of the Notes to which the sale,transfer or assignment relates, (b) procures the completion of an executedDeed of Adherence in accordance with Schedule D hereto, and (c) theClaim and the related Notes, and all rights and interests therein, are assignedto the same Person at the same time, provided that no Senior GroupMember may enter into any transfer arrangement on any basis later than the 15th Business Day afterthe date of this Restructuring Agreement.

 

(b)                                 The RestructuringShares to be issued to Consenting Noteholders pursuant to the Restructuringmust be issued direct to Consenting Noteholders entitled to them and they shallbe the only Shareholders of those shares. No assignment, transfer o rdeclaration oft rust of any interest in any such shares, or of any right toreceive them pursuant to the Restructuring, or any Claim referred to in thisClause 23.1, will be effected at any time by any Consenting Noteholder orShareholder except on terms that (i) the person in whose favour theassignment, transfer or trust is effected agrees in accordance with acontractually binding agreement governed by English law, for the benefit ofeach of the Released Persons, to be bound by the provisions of Clause 7, 8, 14,15, 16, 17 and this Clause 23 of this Restructuring Agreement as if he were aConsenting Noteholder on the basis that each o f the Released Persons mayenforce those provisions directly against him and (ii) all relevant Claimsare transferred to the person to whom the beneficial interest in the Shares istransferred and at the same time.

 

(c)                                  No ConsentingNoteholder who is also a Lender will syndicate, sub-participate or assign anyright or interest in respect of the Mezzanine Facility except on terms that theperson in whose favour the relevant transaction is effected agrees inaccordance with a contractually binding agreement governed by English law, forthe benefit of each of the Released Persons, to be bound by the provisions ofClauses 7, 8, 14, 15, 16 and this Clause 23 of this Restructuring Agreement asif he were a Consenting Noteholder on the basis that each of the ReleasedPersons may enforce these provisions directly against him.

 

(d)                                 The provisions of thisClause 23 are intended to be directly enforceable by each of the ReleasedPersons, irrespective of whether or not he or it is a party to thisRestructuring Agreement, pursuant to the Contracts (Rights of Third Parties)Act 1999.

 

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23.2                           **Accession to this Restructuring Agreement**

 

Consenting Noteholders who are not the original signatories to thisRestructuring Agreement may enter into this Restructuring Agreement bydelivering signature pages executed by them for attachment to thisRestructuring Agreement. All Persons who so enter into this RestructuringAgreement will be entitled to the benefit of this Restructuring Agreement andwill be subject to the burden of this Restructuring Agreement as if they hadbeen original signatories to this Restructuring Agreement and shall completethe Deed of Adherence set out in Schedule D hereto.

 

23.3**                           Publicityand Disclosure**

 

(a)                                  The content andtiming of the public disclosure by Bus and Nordic of the terms of theRestructuring, including this Restructuring Agreement, shall be agreed inadvance between the Ad Hoc Committee, the Controlling Shareholders, Bus, Nordicand the Senior Group Members, and Bus and Nordic shall ensure that no publicdisclosures are made which breach any insider dealing or securities laws(including making or refraining from making any public statement).

 

(b)                                 Bus and Nordic shall,until the Termination Date, and subject always to compliance with their obligationsto the United States Securities and Exchange Commission or Luxembourg StockExchange or other applicable Law, consult with the other parties before makingany announcements regarding the Restructuring.

 

(c)                                  Except as may berequired by applicable Law, or in order to enforce this Restructuring Agreementor to defend any proceedings in respect of the Restructuring, in each case onadvice of counsel, Bus, Nordic, BV andthe Controlling Shareholders shall not disclose except to each other (i) theidentity of the Consenting Noteholders; or (ii) the amount of holdings ofSubordinated Notes and/or Senior Notes of any Consenting Noteholder or SeniorGroup Member, without the prior written consent of the Consenting Noteholder orSenior Group Member. Bus and Nordic shall not be prohibited from disclosing theapproximate aggregate holdings of the Subordinated Notes and/or Senior Notes ofthe Consenting Noteholders as a group, or the Senior Group Members’ holdings inthe Senior Notes in the aggregate.

 

23.4                           **Survival of Representations and Warranties**

 

The parties hereto hereby agree that the representations and warrantiescontained in this Restructuring Agreement shall survive the execution anddelivery of this Restructuring Agreement.

 

23.5                           **Expenses**

 

(a)                                  Subject to Clause22.2 herein, each party hereto shall be solely responsible for all costs andexpenses incurred by it in connection with the negotiation, preparation andexecution of this Restructuring Agreement and with its compliance with theterms of this Restructuring Agreement; provided, however that once it is inreceipt of sufficient funds as a result of the Proposed

 

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Financing, Bus and Nordic shall pay, or procure the payment of, thoseprofessional fees and expenses they have agreed in writing to pay.

 

(b)                                 Notwithstanding,and without limitation to the generality of, Clause 23.5(a), Nordic agrees:

 

(i)                                     to pay alloutstanding fees and expense of the Senior Group Members’ Advisers up to andincluding the date of this Restructuring Agreement incurred in accordance withthe terms of their respective engagement letters with Nordic (including thenegotiation, preparation and execution of this Restructuring Agreement);

 

(ii)                                  during the SeniorGroup Members’ Standstill Period, not to terminate the engagement lettersbetween it and the Senior Group Members’ Advisors; and

 

(iii)                               upon the Settlement Dateto pay all outstanding fees and expense of the Senior Group Members’ Advisersup to and including the Settlement Date incurred in accordance with the termsof their respective engagement letters with Nordic (including with respect tothe Senior Group Members’ Financial Advisers, on the basis that the achievementof the C/S Closing and the T/O Closing will constitute a “ConsensualRestructuring Transaction” for the purposes of their engagement letter).

 

23.6                           **Specific Performance**

 

Each of the parties hereto acknowledges and agrees that a breach ofthis Restructuring Agreement by Bus, Nordic, the Controlling Shareholders, theSenior Group Members and/or the Consenting Noteholders would cause irreparabledamage to each of the other parties and that they will not have an adequateremedy at law. Therefore, the obligations of Bus, Nordic, the ControllingShareholders, the Senior Group Members and/or the Consenting Noteholders heretounder this Restructuring Agreement shall be enforceable by a decree or orderfor specific performance issued by any court of competent jurisdiction, andappropriate injunctive relief may be applied for and granted in connectiontherewith. Such remedies shall, however, be cumulative and not exclusive andshall be in addition to any other remedies which any party may have under thisRestructuring Agreement or otherwise.

 

23.7                           **Submission to Jurisdiction;Consent to Service of Process**

 

(a)                                  The parties to thisRestructuring Agreement irrevocably agree that the courts of England and Walesshall have jurisdiction to hear and determine any suit, action or proceeding,and to settle any disputes, which may arise out of or in connection with thisRestructuring Agreement and, for such purposes, irrevocably submit to thejurisdiction of such courts.

 

(b)                                 The parties to thisRestructuring Agreement irrevocably waive any objection which they might now or hereafter have to the courtsreferred to in Clause 23.7(a) being nominated as the forum to hear anddetermine any suit, action or proceeding, and to settle any disputes, which mayarise out of or in connection

 

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with this Restructuring Agreement and agrees not to claim that any suchcourt is not a convenient or appropriate forum.

 

(c)                                  Without prejudice toany other mode of service allowed under any relevant law, each of the partieshereto hereby consents to process being served by any party to thisRestructuring Agreement in any suit, action or proceeding by the mailing byregistered delivery of a copy thereof to those parties specified under Clause23.12 hereof, which in the case of a Consenting Noteholder shall be Cadwalader.

 

23.8                           **Entire Agreement; Amendmentsand Waivers**

 

This Restructuring Agreement (including the Schedules and appendiceshereto) and the other agreements referred to herein and other instruments dulyexecuted by the parties including written arrangements between the ControllingShareholders and Nordic relating to Clause 22.2) represents the entire understandingand agreement between the parties hereto with respect to the subject matterhereof and can be amended, supplemented or changed, and any provision hereofcan be waived, only by written instrument making specific reference to thisRestructuring Agreement signed by Bus, Nordic, the Controlling Shareholders,the Senior Group Members and the Ad Hoc Committee. The waiver by any partyhereto of a breach of any provision of this Restructuring Agreement shall notoperate or be construed as a further or continuing waiver of such breach or asa waiver of any other or subsequent breach. No failure on the part of any partyto exercise, and no delay in exercising, any right, power or remedy hereundershall operate as awaiver thereof, nor shall any single or partial exercise of such right, poweror remedy by such party preclude any other or further exercise thereof or theexercise of any other right, power or remedy. All remedies hereunder arecumulative and are not exclusive of any other remedies provided by law.

 

23.9                           **Binding Effect; Third Party****Rights;Assignment**

 

This Restructuring Agreement shall be binding upon and inure to thebenefit of the parties and their respective successors and permitted assigns.Save for each of the Released Persons who shall have the benefit of Clauses 7, 8, 14, 15, 16 and this Clause 23 ofthis Restructuring Agreement, and save for Nordic and Nordic Holding who willhave the benefit of Clause 11.2 hereto, nothing in this Restructuring Agreementshall create or be deemed to create any third party beneficiary rights in anyPerson or entity not a party to this Restructuring Agreement pursuant to theContracts (Rights of Third Parties) Act 1999 or otherwise. Except for any ofthe Consenting Noteholders who may transfer their rights and obligationshereunder, no assignment or transfer of this Restructuring Agreement or of anyrights or obligations hereunder may be made by any of the parties hereto (byoperation of law or otherwise) without the prior written consent of the otherparties hereto and any attempted assignment without the required consents shallbe void.

 

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23.10                     **Governing law**

 

This Restructuring Agreement shall be governed by, and construed inaccordance with, English law.

 

23.11                     **Headings**

 

The clause headings of this Restructuring Agreement are for referencepurposes only and are to be given no effect in the construction orinterpretation of this Restructuring Agreement.

 

23.12                     **Notices**

 

All notices and other communications under this Restructuring Agreementshall be in writing and shall be deemed given when delivered personally ormailed by certified mail, return receipt requested, to the parties (and shallalso be transmitted by facsimile to the Persons receiving copies thereof) at the followingaddresses (or to such other address as a party may have specified by noticegiven to the other party pursuant to this provision):

 

If to Bus:

 

c/o Solna Strandväg 78SE – 171 SolnaSweden

 

Telephone: +46 8 546 300 00Facsimile: + 46 8 546 300 55Attention: Per Skargard

 

With copies to:

 

Freshfields Bruckhaus Deringer65 Fleet StreetLondon EC4Y 1HS

 

Telephone: +44 (0) 20 7936 4000Facsimile: +44 (0) 20 7832 7001Attention: Peter Bloxham

 

If to Nordic or Holding AB:

 

c/o Solna Strandväg 78SE – 171 SolnaSweden

 

Telephone: +46 8 546 300 00Facsimile: + 46 8 546 300 55Attention: Per Skargard

 

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With copies to:

 

CliffordChance Limited Liability Partnership10 Upper Bank StreetCanary WharfLondon E14 5JJ

 

Telephone:+44 (0) 20 7006 1000Facsimile: +44 (0) 20 7006 5555Attention: Nicholas Frome, Robert Trefny

 

Ifto BV:

 

c/oExecutive Management Trust BV

 

Telephone:        +31(0) 20 540 8989 (general)Facsimile:           +31(0) 20 540 8909

 

If toGoldman Sachs, The Honourable Richard Simon Sharp and/or Steven Richard Sher:

 

GSCapital Partners III, L.P.GS Capital Partners III Offshore, L.P.Goldman, Sachs & Co. Venvaltungs GmbHc/o 133 Fleet Street

LondonEC4A 2BB

 

Telephone:+ 44 20 7774 1000Facsimile: + 44 20 7774 4477Attention: The Honourable Richard Simon Sharp

 

Withcopies to:

 

MilbankTweed Hadley & McCloy LLPDashwood House69 Old Broad StreetLondon EC2M 1QS

 

Telephone:+44 (0) 20 7448 3000Facsimile: +44 (0) 20 7448 3029Attention: Timothy Emmerson

 

Ifto Sch&qout;yen, Frode Larsen and/or Harald Aernkvaern:

 

Sch&qout;yenGruppen ASLysaker Torg 12N1327 LysakerNorway

 

Telephone:+ 47 67 83 29 29Facsimile: + 47 67 83 29 30Attention: Frode Larsen

 

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If to any of the Senior Group Members to:

 

c/o Bingham McCutchen LLP99 Gresham StreetLondon EC2V 7HG

 

Telephone: +44 (0) 20 7661 5300Facsimile: +44 (0) 20 7661 5400Attention: James Roome, James Terry, Philip Knott

 

If to any of the Consenting Noteholders to:

 

The Consenting Noteholders of Concordia Bus ABc/o Cadwalader, Wickersham & Taft LLP265 StrandLondon WC2R 1BH

 

Telephone: +44 (0) 20 7 170 8700Facsimile: +44 (0) 20 7170 8600

Attention: Andrew Wilkinson, Justin Bickle

 

23.13                     **Severability**

 

If any provision of this Restructuring Agreement other than Clauses 14,15, 22 or 23 is invalid or unenforceable, the balance of this RestructuringAgreement shall remain in effect.

 

23.14                     **Further Assurance**

 

Each Party shall do o r procure the doing of all acts and/or execute orprocure the execution of all documents which are reasonably necessary forgiving fill effect to its obligations under this Restructuring Agreement andsecuring the full benefit of the rights, powers and remedies conferred uponthem by this Restructuring Agreement.

 

23.15                     **Construction**

 

The parties hereto have participated jointly in the negotiation anddrafting of this Restructuring Agreement. In the event an ambiguity or questionof intent or interpretation arises, this Restructuring Agreement shall beconstrued as if drafted jointly by the parties and no presumption or burden ofproof shall arise favouring or disfavouring any party by virtue o f theauthorship o f any of the provisions o f this Restructuring Agreement. The word“including” shall mean including without limitation. The parties intend thateach representation, warranty, and covenant contained herein shall haveindependent significance. If any party has breached any representation,warranty, or covenant contained herein in any respect, the fact that thereexists another representation, warranty, or covenant relating to the samesubject matter (regardless of the relative levels of specificity) which theparty has not breached shall not detract from or mitigate the fact that theparty is in breach of the first representation, warranty, or covenant.

 

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23.16                     **Counterparts**

 

(a)                                  This RestructuringAgreement may be executed in any number of counterparts, each of which shall bedeemed to be an original, and all of which shall constitute one and the samedocument.

 

(b)                                 Transmission by fax ofan executed counterpart of this Restructuring Agreement shall be deemed toconstitute due and sufficient delivery of such counterpart.

 

**[SIGNATURES BEGIN****ON NEXT PAGE]**

 

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**RESTRUCTURING AGREEMENT SIGNATURE PAGE**

 

**INWITNESS WHEREOF,**the parties hereto have caused thisRestructuring Agreement to be executed by their respective officers thereuntoduly authorised as of the date first written above.

 

 
| **CONCORDIA  BUS AB**              |                    |   |
|------------------------------------|-------------------------|--------|
|                               |                    |   |
| By:                                | /s/ STEVEN SHER         |   |   |   |
|                               | Name: STEVEN SHER       |   | HARALD ARNKVAERN |
|                               | Title:                  |   |   |
|                               |                    |   |
|                               |                    |   |
| **CONCORDIA  BUS NORDIC****AB**    |                    |   |
|                               |                    |   |
| By:                                | /s/ RAGNAR NORBACK      |   |   |   |
|                               | Name: RAGNAR NORBACK    |   |   |
|                               | Title: DIRECTOR         |   |   |
|                               |                    |   |
|                               |                    |   |
| **CONCORDIA  BUS BV**              |                    |   |
|                               |                    |   |
| By:                                | /s/ HARALD ARNKVAERN    |   |   |   |
|                               | Name: HARALD ARNKVAERN  |   |
|                               | Title:                  |   |   |
|                               |                    |   |
|                               |                    |   |
| **CONCORDIA  BUS HOLDING AB**      |                    |   |
|                               |                    |   |
| By:                                | /s/ STEVEN SHER         |   |   |   |
|                               | Name: STEVEN SHER       |   | HARALD ARNKVAERN |
|                               | Title:                  |   |   |
|                               |                    |   |
|                               |                    |   |
| **GS  CAPITAL PARTNERS III, L.P.** |                    |   |
| By:                                | GS Advisors III, L.L.C. |   |   |
|                               | Its General Partner     |   |   |
|                               |                    |   |   |
| By:                                | /s/ STEVEN SHER         |   |   |   |
|                               | Name: STEVEN SHER       |   |   |
|                               | Title:                  |   |   |
|                                    |                         |        |  |  |  |  |  |

 

----

 
| **GS  CAPITAL PARTNERS III OFFSHORE, L.P.**                                                                       |
|-------------------------------------------------------------------------------------------------------------------|
| By:                                                                                                               | GS Advisors III, L.L.C. |   |   |
|                                                                                                              | Its General Partner |   |   |
|                                                                                                              |   |   |   |
| By:                                                                                                               | /s/ STEVEN SHER |   |   |   |
|                                                                                                              | Name: STEVEN SHER |   |   |
|                                                                                                              | Title: |   |   |
|                                                                                                              |   |   |   |
|                                                                                                              |   |   |   |
| **GOLDMAN,  SACHS &** **CO. VERWALTUNGS GmbH**                                                      |
|                                                                                                              |   |   |
| By:                                                                                                               | /s/ STEVEN SHER |   |   |   |
|                                                                                                              | Name: STEVEN SHER |   |   |
|                                                                                                              | Title: |   |   |
|                                                                                                              |   |   |
| By:                                                                                                               |   |   |
|                                                                                                              |   |   |
|                                                                                                              |   |   |   |
|                                                                                                              | Name: |   |   |
|                                                                                                              | Title: |   |   |
|                                                                                                              |   |   |
|                                                                                                              |   |   |
| **SCHØYEN****GRUPPEN AS**                                                                                    |   |   |
|                                                                                                              |   |   |
|                                                                                                              |   |   |
| By:                                                                                                               | /s/ HARALD ARNKVAERN |   |   |   |
|                                                                                                              | Name: HARALD ARNKVAERN |   |
|                                                                                                              | Title: |   |   |
|                                                                                                              |   |   |   |
|                                                                                                              |   |   |   |
| **CENTAURUS  CAPITAL LIMITED (as a Senior Group Member in respect of EUR 33,750,000 Senior  Notes)**              |
|                                                                                                              |   |   |   |
|                                                                                                              |   |   |   |
| By:                                                                                                               | /s/ RANDEL FREEMAN |   |   |   |
|                                                                                                              | Name: RANDEL FREEMAN |   |   |
|                                                                                                              | Title: DIRECTOR OF  CENTAURUS CAPITAL LIMITED |
|                                                                                                              |   |   |   |
|                                                                                                              |   |   |   |
| **CITIGROUP  GLOBAL MARKETS LIMITED (as a Senior Group Member****in****respect of EUR 10,205,000  Senior Notes)** |
|                                                                                                              |   |   |   |
|                                                                                                              |   |   |   |
| By:                                                                                                               | /s/ GAVIN O’NEILL |   |   |   |
|                                                                                                              | Name: GAVIN O’NEILL |   |   |
|                                                                                                              | Title: DIRECTOR ON BEHALF  OF GLOBAL SPECIAL SITUATIONS GROUP |
|                                                                                                                   |  |  |  |  |  |  |  |  |

 

----

 
| **JP****MORGAN CHASE BANK, N.A. AS  AGENT (as a Senior Group Member****in****respect of EUR 22,600,000 Senior Notes)** |
|------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                   |
|                                                                                                                   |
| By:                                                                                                                    | /s/ GJ KOOMEN |   |
|                                                                                                                   | Name: GJ KOOMEN |
|                                                                                                                   | Title: MANAGING DIRECTOR |
|                                                                                                                        |  |  |  |

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to theRestructuring Agreement dated as of            July 2005,or counterparts thereof.

 
| Print name of Consenting  Noteholder     |   | Signature of Consenting  Noteholder, if an    |
|------------------------------------------|--------|-----------------------------------------------|
|                                     |   | individual                                    |
| Bear, Stems & Co Inc       |   |                                          |
|                                     |   |                                          |
|                                     |   | By:                                           |
|                                     |   | If an entity, signature of  authorized person |
|                                     |   | signing on such Consenting  Noteholders’ |
|                                     |   | behalf.                                       |
| Record Address of  Consenting Noteholder |   |                                          |
|                                     |   | Name: GREGORY HANLEY                          |
| 383 Madison Avenue                       |   |                                          | Print Name of authorized  person |
| New York                                 |   |                                          |
| 10179                                    |   |                                          |
| U.S.A                                    |   | Title: SENIOR MANAGING DIRECTOR               |
|                                     |   | Title of authorized person                    |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   |   |   |

 
| Please provide details of  the following (where known):                      |
|------------------------------------------------------------------------------|
|                                                                         |
| Custodian Name:                                                              |   |   |
|                                                                         |
| Custodian Address:                                                           |   |   |
|                                                                         |
| Clearing system through  which Notes are held (please delete as applicable): |
|                                                                         |
| Euroclear                                                                    |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to theRestructuring Agreement dated as of             July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder          |   | Signature of Consenting  Noteholder, if an    |
|-----------------------------------------------|--------|-----------------------------------------------|
|                                          |   | individual                                    |
| Shinsei Opportunity Trust - Bluebay High |   |                                          |
| Yield Sub-Trust                               |   |                                          |
|                                          |   |                                          |
| Caledonian House, PO Box  1043 GT, 69 Dr      |   | By:                                           |
| Roy’s Drive, George Town,  Grand Cayman  |   | If an entity, signature of  authorized person |
|                                          |   | signing on such Consenting  Noteholders’ |
|                                          |   | behalf.                                       |
|                                          |   |                                          |
|                                          |   | Name: GINA GERMANO                            |
|                                          |   |                                          | Print Name of authorized  person |
|                                          |   |                                          |
|                                          |   |                                          |
|                                          |   | Title: PORTFOLIO MANAGER                      |
|                                          |   | Title of authorized person                    |

 

***The Consenting Noteholder shall also complete the following***

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior  Subordinated Notes due 2010 |   | [*]    |   |
|---------------------------------------------------------|--------|--------|--------|
|                                                    |   |   |   |
| EUR 130,000,000 9.125% Senior Secured Notes due  2009   |   | [*]    |   |

 
| Please provide details of  the following (where known):  |
|----------------------------------------------------------|
|                                                     |
| Custodian Name:                                          |
|                                                     |
| BROWN BROTHERS HARRIMAN                                  |
|                                                     |
| Custodian Address:                                       |
|                                                     |
| 33, BD PRINCE HENRI, B  P.403 L-2014                     |
| LUXEMBOURG                                               |
|                                                     |
| Clearing system through which  Notes are held: Euroclear |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

Theundersigned hereby authorises this Restructuring Agreement Signature Page (ora photocopy hereof, which shall be valid for all purposes) to be attached tothe Restructuring Agreement dated as of            July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder  |   | Signature of Consenting  Noteholder, if an    |
|---------------------------------------|--------|-----------------------------------------------|
|                                  |   | individual                                    |
| PM157                                 |   |                                          |
|                                  |   |                                          |
| C/o BlueBay Asset  Management Limited |   | By:                                           |
| Times Place                           |   | If an entity, signature of  authorized person |
| 45 Pall Mall                          |   | signing on such Consenting  Noteholders’ |
| London                                |   | behalf.                                       |
| SWlY 5JG                              |   |                                          |
|                                  |   |                                          |
|                                  |   | Name: GINA GERMANO                            |
|                                  |   |                                          | Print Name of authorized  person |
|                                  |   |                                          |
|                                  |   |                                          |
|                                  |   | Title: PORTFOLIO MANAGER                      |
|                                  |   | Title of authorized Person                    |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount****of****Notes owned:**

** **
| EUR 160,000,000 11% Senior  Subordinated Notes due 2010 |   | [*]    |       |
|---------------------------------------------------------|--------|--------|------------|
|                                                    |   |   |       |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009   |   | [*]    | ** ** |

 
| Please provide details of  the following (where known):                                |
|----------------------------------------------------------------------------------------|
|                                                                                   |
| Custodian Name:                                                                        |
|                                                                                   |
| NORTHERN TRUST COMPANY                                                                 |
|                                                                                   |
| Custodian Address:                                                                     | 50 BANK STREET, CANARY WHARF, LONDON El4 5NT |
|                                                                                   |
| Clearing system through  which Notes are held (please delete as applicable): Euroclear |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to the RestructuringAgreement dated as of            July 2005,or counterparts thereof.

 
| Print name of Consenting  Noteholder         |   | Signature of Consenting  Noteholder, if an    |
|----------------------------------------------|--------|-----------------------------------------------|
|                                         |   | individual                                    |
| BlueBay Funds - BlueBay High Yield Bond |   |                                          |
| Fund                                         |   |                                          |
|                                         |   |                                          |
| 33 Boulevard Prince Henri,  B.P 403, L-2014  |   | By:                                           |
| Luxembourg                                   |   | If an entity, signature of  authorized person |
|                                         |   | signing on such Consenting  Noteholders’ |
|                                         |   | behalf.                                       |
|                                         |   |                                          |
|                                         |   | Name: GINA GERMANO                            |
|                                         |   |                                          | Print Name of authorized  person |
|                                         |   |                                          |
|                                         |   |                                          |
|                                         |   | Title: PORTFOLIO MANAGER                      |
|                                         |   | Title of authorized person                    |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior  Subordinated Notes due 2010 |   | [*]    |   |
|---------------------------------------------------------|--------|--------|--------|
|                                                    |   |   |   |
| EUR 130,000,000 9.125% Senior  Secured Notes due 2009   |   | [*]    |   |

 
| Please provide details of  the following (where known):                      |
|------------------------------------------------------------------------------|
|                                                                         |
| Custodian Name:                                                              | BROWN BROTHERS |
| HARRIMAN                                                                     |
|                                                                         |
| Custodian Address:                                                           | 33, BD  PRINCE HENRI, B.P 403 L-2014 |
| LUXEMBOURG                                                                   |
|                                                                         |
| Clearing system through  which Notes are held (please delete as applicable): |
|                                                                         |
| Euroclear                                                                    |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURING AGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to theRestructuring Agreement dated as of            July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder           |   | Signature of Consenting  Noteholder, if an    |
|------------------------------------------------|--------|-----------------------------------------------|
|                                           |   | individual                                    |
| The BlueBay High Yield  (Master) Fund          |   |                                          |
| Limited                                        |   |                                          |
|                                           |   |                                          |
|                                           |   | By:                                           |
|                                           |   | If an entity, signature of authorized person  |
|                                           |   | signing on such Consenting  Noteholders’ |
|                                           |   | behalf.                                       |
|                                           |   |                                          |
| M&C Corporate Services  Limited, 113 South |   | Name: GINA GERMANO                            |
| Church Street, Ugland  House, PO Box 309,      |   |                                          |
| George Town, Grand Cayman,  Cayman             |   |                                          |
| Islands, British West  Indies                  |   |                                          |
|                                           |   | Print  Name of authorized person              |
|                                           |   |                                          |
|                                           |   |                                          |
|                                           |   | Title: PORTFOLIO MANAGER                      |
|                                           |   | Title of authorized person                    |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior Subordinated  Notes due 2010 |   | [*]    |   |
|---------------------------------------------------------|--------|--------|--------|
|                                                    |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009   |   | [*]    |   |

 
| Please provide details of  the following (where known):                                |
|----------------------------------------------------------------------------------------|
|                                                                                   |
| Custodian Name:                                                                        |
| CITIGROUP                                                                              |
|                                                                                   |
| Custodian Address:                                                                     | CITIGROUP CENTRE 2, 25  CANADA SQUARE, CANARY |
| WHARF, LONDON El4 5LB                                                                  |
|                                                                                   |
| Clearing system through  which Notes are held (please delete as applicable): Euroclear |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURING AGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopy hereof, which shall be valid for all purposes) to be attachedto the Restructuring Agreement dated as of            July 2005,or counterparts thereof.

 
| Print name of Consenting  Noteholder  |   | Signature of Consenting  Noteholder, if an    |
|---------------------------------------|--------|-----------------------------------------------|
|                                  |   | individual                                    |
| DCHY                                  |   |                                          |
|                                  |   |                                          |
| C/o BlueBay Asset  Management Limited |   | By:                                           |
| Times Place                           |   | If an entity, signature of  authorized person |
| 45 Pall Mall                          |   | signing on such Consenting  Noteholders’ |
| London                                |   | behalf.                                       |
| SWlY 5JG                              |   |                                          |
|                                  |   |                                          |
|                                  |   | Name: GINA GERMANO                            |
|                                  |   |                                          | Print Name of authorized  person |
|                                  |   |                                          |
|                                  |   |                                          |
|                                  |   |                                          |
|                                  |   | Title: PORTFOLIO MANAGER                      |
|                                  |   | Title of authorized person                    |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125% Senior Secured Notes due  2009  |   | [*]    |   |

 
| Please provide details of  the following (where known):                      |
|------------------------------------------------------------------------------|
|                                                                         |
| Custodian Name:                                                              | JP MORGAN |
| AG                                                                           |
|                                                                         |
| Custodian Address:                                                           | JUNGHOFSTRASSE 14, 60311 FRANFURT AM MAIN, |
| GERMANY                                                                      |
|                                                                         |
| Clearing system through  which Notes are held (please delete as applicable): |
|                                                                         |
| Euroclear                                                                    |
|                                                                              |  |  |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to the RestructuringAgreement dated as of            July 2005,or counterparts thereof.

 
| Print name of Consenting  Noteholder     |   | Signature of Consenting  Noteholder, if an    |
|------------------------------------------|--------|-----------------------------------------------|
|                                     |   | individual                                    |
| MELCHIOR CDO I. S .A                     |   |                                          |
| 33 BOULEVARD DU PRINCE  HENRI            |   |                                          |
| L-1724 LUXEMBOURG                        |   |                                          |
|                                     |   | By:                                           |
|                                     |   | If an entity, signature of  authorized person |
|                                     |   | signing on such Consenting  Noteholders’ |
|                                     |   | behalf.                                       |
| Record Address of  Consenting Noteholder |   |                                          |
|                                     |   | Name: DOMINIC POWELL                          |
|                                     |   | Print Name of authorized  person              |
|                                     |   |                                          |
| City, State and Postal  Code             |   |                                          |
|                                     |   |                                          |
|                                     |   | Title: HEAD OF INVESTMENT                     |
|                                     |   | SOLUTIONS                                     |
|                                     |   | Title of authorized person                    |
| Country                                  |   |                                          |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   |   |   |

 
| Please provide details of  the following (where known): |
|---------------------------------------------------------|
|                                                    |   |   |
| Custodian Name:                                         |   | JP*** ***MORGAN  CHASE BANK, LONDON |
| BRANCH                                                  |   |   |
|                                                    |   |   |
| Custodian Address:                                      |   | TRINITY TOWER, 9 THOMAS  MORE STREET ElW |
| 9YT                                                     |   |   |

 

Clearingsystem through which Notes are held (please delete as applicable): Euroclear /

Clearstream / Depositary Trust Company (DTC)

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

Theundersigned hereby authorises this Restructuring Agreement Signature Page (ora photocopyhereof, which shall be valid for all purposes)to be attached to the Restructuring Agreement dated as of            July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder |   | Signature of Consenting  Noteholder, if an    |
|--------------------------------------|--------|-----------------------------------------------|
|                                 |   | individual                                    |
| LONE STAR INTERNATIONAL              |   |                                          |
| FINANCE LIMITED                      |   |                                          |
|                                 |   |                                          |
|                                 |   | By:                                           |
|                                 |   | If an entity, signature of  authorized person |
|                                 |   | signing on such Consenting  Noteholders’ |
|                                 |   | behalf.                                       |
| HSBC HOUSE, HARCOURT  CENTRE,        |   |                                          |
| HARCOURT ST, DUBLIN 2,  IRELAND      |   |                                          |
|                                 |   | Name: EILEEN RONAYNE                          |
|                                 |   |                                          | Print Name of authorized person |
|                                 |   |                                          |
|                                 |   |                                          |
|                                 |   |                                          |
|                                 |   | Title: ALTERNATE DIRECTOR  FOR JOHN           |
|                                 |   | HENNESSY                                      |
|                                 |   | Title of authorized person                    |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

 
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   |   |   |

 
| Please provide details of  the following (where known):                           |
|-----------------------------------------------------------------------------------|
|                                                                              |
| Custodian Name:                                                                   |   |   |
|                                                                              |
| Custodian Address:                                                                |   |   |
|                                                                              |
| Clearing system through  which Notes are held (please delete as applicable):      |
|                                                                              |
| Euroclear / Clearstream / Depositary Trust Company (DTC) |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to theRestructuring Agreement dated as of             July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder |   | Signature of Consenting  Noteholder, if an    |
|--------------------------------------|--------|-----------------------------------------------|
|                                 |   | individual                                    |
| HILLSIDE APEX FUND LIMITED           |   |                                          |
|                                 |   |                                          |
|                                 |   | By:                                           |
|                                 |   | If an entity, signature of  authorized person |
|                                 |   | signing on such Consenting  Noteholders’ |
|                                 |   | behalf.                                       |
| C/O APPLEBY CORPORATE  SERVICES      |   |                                          |
| (CAYMAN) LIMITED                     |   |                                          |
| CLIFTON HOUSE, 75 FORT  STREET       |   | Name: DOUGLAS MACKAY                          |
| PO BOX 1350 GT, GRAND  CAYMAN        |   |                                          | Print Name of authorized  person |
|                                 |   |                                          |
|                                 |   |                                          |
|                                 |   | Title: ALTERNATE DIRECTOR  TO                 |
|                                 |   | ROBERT KING                                   |
|                                 |   | Title of authorized person                    |

 

***The Consenting Noteholder shall alsocomplete the following***

 

**Insert face amount of Notes owned:**

 
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]     |       |
|--------------------------------------------------------|--------|---------|------------|
|                                                   |   |    |       |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   | **[*]** | ** ** |

 
| Please provide details of  the following (where known):                                |
|----------------------------------------------------------------------------------------|
|                                                                                   |   |
| Custodian Name:                                                                        | BAFUNGS (GUERNSEY) |
| LIMITED                                                                                |   |
|                                                                                   |   |
| Custodian Address:                                                                     | BARINGS IRELAND, IFSC  HOUSE, IFSC, DUBLIN 1, |
| IRELAND                                                                                |   |
|                                                                                   |   |
| Clearing system through  which Notes are held (please delete as applicable): Euroclear |
|                                                                                   |   |
| Barings (Guernsey) Limited  e/c 94689                                                  |
|                                                                                        |  |  |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to theRestructuring Agreement dated as of             July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder     |   | Signature of Consenting  Noteholder, if an    |
|------------------------------------------|--------|-----------------------------------------------|
|                                     |   | individual                                    |
| GRUSS DISTRESSED  OPPORTUNITY            |   |                                          |
| MASTER FUND LTD                          |   |                                          |
|                                     |   |                                          |
|                                     |   | By:                                           |
|                                     |   | If an entity, signature of  authorized person |
|                                     |   | signing on such Consenting  Noteholders’ |
|                                     |   | behalf.                                       |
| Record Address of  Consenting Noteholder |   |                                          |
|                                     |   | Name: HOWARD GUBERMAN                         |
|                                     |   |                                          | Print Name of authorized  person |
|                                     |   |                                          |
| City, State and Postal  Code             |   |                                          |
|                                     |   |                                          |
|                                     |   | Title: VICE PRESIDENT                         |
|                                     |   | Title of authorized person                    |
| Country                                  |   |                                          |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert faceamount of Notes owned:**

 
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125% Senior Secured Notes due  2009  |   |   |   |

 
| Please provide details of  the following (where known):                      |                                       |   |   |
|------------------------------------------------------------------------------|--------------------------------------------|--------|--------|
|                                                                         |                                       |   |   |   |   |
| Custodian Name:                                                              | MORGAN                                     |   |   |   |   |
| STANLEY                                                                      |                                       |   |   |   |   |
|                                                                         |                                       |   |   |   |   |
| Custodian Address:                                                           | 1221 AVENUE OF THE AMERICAS,  NEW YORK, NY |
| 10020                                                                        |                                       |   |   |   |   |
|                                                                         |                                       |   |   |   |   |
| Clearing system through  which Notes are held (please delete as applicable): |                                       |
|                                                                         |                                       |
| Euroclear                                                                    |                                       |   |   |   |   |

 

----

*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopyhereof, which shall be valid for all purposes) to be attached to theRestructuring Agreement dated as of             July 2005, or counterpartsthereof.

 
| Print name of Consenting  Noteholder     |   | Signature of Consenting  Noteholder, if an    |
|------------------------------------------|--------|-----------------------------------------------|
|                                     |   | individual                                    |
| AVENUE EUROPE  INTERNATIONAL             |   |                                          |
| MANAGEMENT LLC                           |   |                                          |
|                                     |   |                                          |
|                                     |   | By:                                           |
|                                     |   | If an entity, signature of  authorized person |
|                                     |   | signing on such Consenting  Noteholders’ |
|                                     |   | behalf.                                       |
| Record Address of  Consenting Noteholder |   |                                          |
| 25 KNIGHTSBRIDGE                         |   | Name: MARC LASRY                              |
| LONDON SWlX 7RZ                          |   |                                          | Print Name of authorized  person |
| UNITED KINGDOM                           |   |                                          |
| City, State and Postal  Code             |   |                                          |
|                                     |   |                                          |
|                                     |   | Title:                                        |
|                                     |   | Title of authorized person                    |
| Country                                  |   |                                          |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   | [*]    |   |

 
| Please provide details of  the following (where known):                      |
|------------------------------------------------------------------------------|
|                                                                         |
| Custodian Name:                                                              |
| CITIGROUP                                                                    |
|                                                                         |
| Custodian Address:                                                           | NEW YORK, |
| NY                                                                           |
|                                                                         |
| Clearing system through  which Notes are held (please delete as applicable): |
|                                                                         |
| Euroclear                                                                    |

 

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*      Confidential treatmentrequested.

 

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**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

The undersigned herebyauthorises this Restructuring Agreement Signature Page (or a photocopy hereof, which shall be valid forall purposes) to be attached to the Restructuring Agreement dated as of             July 2005,or counterparts thereof.

 
| Print name of Consenting  Noteholder      |   | Signature of Consenting  Noteholder, if an      |
|-------------------------------------------|--------|-------------------------------------------------|
|                                      |   | individual                                      |
| FIDELITY INVESTMENTS                      |   |                                            |
| INTERNATIONAL FOR AND ON                  |   |                                            |
| BEHALF OF FIDELITY FUNDS  SICAV           |   |                                            |
| EUROPEAN HIGH YIELD                       |   |                                            |
|                                      |   |                                            |
|                                      |   | By:                                             |
|                                      |   | If an entity, signature of  authorized person   |
|                                      |   | signing on such Consenting  Noteholders’   |
|                                      |   | behalf.                                         |
| Record Address of  Consenting Noteholder  |   |                                            |
| Oakhill House, 130  Tonbridge Road,       |   | Name: RICHARD WANE                              |
| Hildenborough, Tonbridge,  Kent, TN11 9DZ |   |                                            |
| UK                                        |   |                                            | Print Name of authorized  person |
|                                      |   |                                            |
| City, State and Postal  Code              |   |                                            |
|                                      |   | Title: Director for and on  behalf of Fidelity  |
|                                      |   | Investments International  for and on behalf of |
|                                      |   | Fidelity Funds SICAV                            |
|                                      |   | Title of authorized person                      |
| Country                                   |   |                                            |

 

***The Consenting Noteholder shall alsocomplete the following***

 

**Insert face amount of Notes owned:**

** **
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   | [*]    |   |

** **
| Please provide details of  the following (where known):                                |
|----------------------------------------------------------------------------------------|
|                                                                                   |   |
| Custodian Name:                                                                        | BBH |
|                                                                                   |   |
| Custodian Address:                                                                     | BROWN BROTHERS HARRIMAN  (LUX) SCA, 33 |
| BOULEVARD PRINCE HENRI, BP-403,  L-2014,                                               |
| LUXEMBOURG                                                                             |   |
|                                                                                   |   |
| Clearing system through  which Notes are held (please delete as applicable): Euroclear |

 

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*      Confidential treatmentrequested.

 

----

 

**RESTRUCTURINGAGREEMENT SIGNATURE PAGE**

 

Theundersigned hereby authorises this Restructuring Agreement Signature Page (ora photocopy hereof, which shall be valid for all purposes) to be attached tothe Restructuring Agreement dated as of             July 2005, or counterparts thereof.

 
| Print name of Consenting  Noteholder      |   | Signature of Consenting  Noteholder, if an      |
|-------------------------------------------|--------|-------------------------------------------------|
|                                      |   | individual                                      |
| FIDELITY INVESTMENT  SERVICES             |   |                                            |
| LIMITED AS AUTHORISED                     |   |                                            |
| CORPORATE DIRECTOR FOR AND  ON            |   |                                            |
| BEHALF OF FIDELITY  INVESTMENT            |   |                                            |
| FUNDS ICVC - Fidelity  Extra Income Fund  |   |                                            |
|                                      |   |                                            |
|                                      |   | By:                                             |
|                                      |   | If an entity, signature of  authorized person   |
|                                      |   | signing on such Consenting  Noteholders’   |
|                                      |   | behalf.                                         |
| Record Address of  Consenting Noteholder  |   |                                            |
| Oakhill House, 130  Tonbridge Road,       |   | Name: RICHARD WANE                              |
| Hildenborough, Tonbridge,  Kent, TN11 9DZ |   |                                            |
|                                      |   |                                            | Print Name of authorized person |
|                                      |   |                                            |
| City, State and Postal  Code              |   |                                            |
|                                      |   |                                            |
|                                      |   | Title: Director for and on  behalf of Fidelity  |
|                                      |   | Investments International  for and on behalf of |
|                                      |   | Fidelity Funds SICAV                            |
|                                      |   | Title of authorized person                      |
| Country                                   |   |                                            |

 

***The Consenting Noteholder shall also complete the following***

 

**Insert face amount of Notes owned:**

 
| EUR 160,000,000 11% Senior Subordinated Notes due 2010 |   | [*]    |   |
|--------------------------------------------------------|--------|--------|--------|
|                                                   |   |   |   |
| EUR 130,000,000 9.125%  Senior Secured Notes due 2009  |   | [*]    |   |

 
| Please provide details of  the following (where known):                                |                                            |
|----------------------------------------------------------------------------------------|-------------------------------------------------|
|                                                                                   |                                            |
| Custodian Name:                                                                        | JP                                              |
| MORGAN                                                                                 |                                            |
|                                                                                   |                                            |
| Custodian Address:                                                                     | JP MORGAN CHASE, 1  CHASESIDE, BOURNEMOUTH, BH7 |
| 7DA                                                                                    |
|                                                                                   |
| Clearing system through  which Notes are held (please delete as applicable): Euroclear |
|                                                                                        |                                                 |  |

 

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*      Confidential treatmentrequested.

 

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**SCHEDULE A**

** **

**FINANCING TERM SHEET**

** **

**Summary of Mezzanine FacilityGeneral Terms and Conditions**

 
| **Purpose:**                                                     |   | This term  sheet (the **“Term Sheet”**) outlines the key  features of the two-tranche mezzanine facility that the Lenders propose to  make available to the applicable Borrower for liquidity, working capital and  other purposes, as agreed between the Borrowers and the Lenders from time to  time (the “**Mezzanine Facility**”).                                                                                                                                                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Borrowers:**                                                   |   | Tranche A:  Concordia Bus AB (**“Bus”**)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                                       |   | Tranche C:  Concordia Bus Nordic Holding AB (**“Holding”**).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Lenders:**                                                     |   | The  financial institutions signatory to a Commitment Letter, whick collectively  are hereinafter referred to as the **“Lenders”**.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Security  Agent:**                                             |   | Citigroup  Trustee Company Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Facility  Agent:**                                             |   | Deutsche  Bank Luxembourg S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Security:**                                                    |   | As specified  in the attachments hereto, relating to Tranches A and C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Final  Maturity:**                                             |   | 1  February 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Representations,  Warranties, Remedies and other Provisions:** |   | The  Mezzanine Facility Agreement will include information covenants, events of  default and other provisions based on those which were given in connection  with the EUR 130  million 9.125% Senior Secured Notes due August 2009 (the **“Senior Notes”**) and/or are contained in the indenture to  the Senior Notes (the **“Senior Indenture”**),  but with such modifications as are necessary to take into account the facts  and financial circumstance relating to each Borrower, to include withholding  tax gross up, indemnification, breakage and enforcement, modification costs,  compensation for increased costs, compliance with capital adequacy  requirements, illegality and market disruption. |
| ** **                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Conditions  to funding of Proposed Financing:**                |   | The Lenders’  several obligations to fund their respective commitments on each date of  drawdown is subject to the satisfaction (or waiver by each of them) of  (i) the particular conditions applicable to each Tranche (if any) and  (ii) the following conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                                       |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | a binding  Restructuring Agreement having been signed, inter alia, by Bus, Concordia Bus  Nordic AB (**“Nordic”**), Holding, the  Controlling Shareholders (as defined therein), the Senior |

 

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|   |   |   | Group  Members (as defined therein) and Consenting Noteholders (as defined therein)  entitled to exercise commitments in respect of not less than 75% in aggregate  principal amount of the outstanding Subordinated Notes (the **“Binding Restructuring Agreement”**) and remains in** **effect,  providing, inter alia, for the exchange of the existing EUR 160 million 11%  Senior Subordinated Notes due February 2010 (the **“Subordinated  Notes”**) (including all accrued interest) for ordinary shares of  Bus representing on **s**primary basis at least 97.5% of the issued ordinary share capital  of Bus (the **“Restructuring”**);                 |
|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | (b)    | none of  Nordic, Holding, or Bus shall have commenced a voluntary proceeding, nor shall an  involuntary proceeding have been commenced against any of them, under Chapter  11 of Title 11 of the U.S. Code or any other applicable insolvency or  moratorium legislation save for the commencement of Swedish moratorium or  reorganisation proceedings in respect of Bus;                                                                                                                                                                                                                                                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | (c)    | all  definitive legal documents with respect to the Proposed Financing (the **“Finance Documents”**), including legal opinions, shall have  been prepared and accepted by the Lenders and their legal counsel engaged in  relation to the Proposed Financing, and each of the Borrowers shall have represented  in writing to the Lenders that it is in compliance with the terms of the  Finance Documents;                                                                                                                                                                                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | (d)    | payment  (simultaneously with drawdown) by the Borrowers in relation to each  respective Tranche, of the Commitment and Funding Fees in the amount, at the  time and in the manner set forth in the Fees Letter and all other fees then  due and payable, plus all other reasonable costs and expenses of the Lenders  not previously paid arising in connection with the Proposed Financing or the  Restructuring;                                                                                                                                                                                                                                                                                        |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | (e)    | satisfaction  of all appropriate corporate conditions precedent (i.e. due incorporation;  due authorisation) in respect of the Borrower; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | (f)    | Holding,  after having made all reasonable enquiries of the Finance Director and Chief  Executive of Nordic, shall have represented in writing to the Lenders that,  according to the results of such inquiries, (i) all information that has  been requested by or on behalf of the Lenders (the **“Disclosed  Information”**) has been disclosed to the Lenders, (ii) the Disclosed  Information (except for financial projections) is accurate in all material  respects, (iii) the Disclosed Information is not rendered misleading by  the omission of other information, known to Bus or Holding but not disclosed  and (iv) the financial projections provided to the |

 

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|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Lenders were  made in good faith by the directors of Nordic and are based on assumptions  which the directors of Nordic believe to be reasonable and appropriate. |
|----------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                              |
| **Security Agency Fee:**         | ** ** | Bus or  Holding (as applicable) will pay to the Security Agent under the definitive  agreement for the Mezzanine Facility an annual: security agency fee of EUR  25,000 (pro-rata in accordance with the amount owed by each of them under the  Mezzanine Facility). The first payment of such agency fee shall be made on  the first date a*** ***drawing is  made under the Mezzanine Facility and thereafter such fee shall be paid  annually in advance (on each anniversary of the initial payment) for as long  as any amount remains outstanding under the Mezzanine Facility or any  commitment thereunder remains in force. Upon the first drawdown under the  Mezzanine Facility, Bus or Holding (as applicable) will also pay to the  Security Agent all of the costs and expenses (including, without limitation, legal  fees and an acceptance fee of EUR 30,000) incurred by the Security Agent in  relation to the Mezzanine Facility pro rata in accordance with the amount  owed by each of them under the Mezzanine Facility. |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                              |
| **Facility Agency Fee:**         |       | Bus or  Holding (as applicable) will pay to the Facility Agent under the definitive  agreement for the Mezzanine Facility an annual Facilities fee of EUR 85,000  (pro-rata in accordance with the amount owed by each of them under the  Mezzanine Facility). The first payment of such fee shall be made on the first  date a drawing is made under the Mezzanine Facility and thereafter such fee  shall be laid annually in advance (on each anniversary of the initial payment)  for as long as any amount remains outstanding under the Mezzanine Facility or  any commitment thereunder remains in force. Upon the first drawdown under the  Mezzanine Facility, Bus or Holding (as applicable) will also pay to the  Facility Agent all of the costs and expenses (including, without limitation,  legal fees) incurred by the Facility Agent in relation to the Mezzanine  Facility Fro rata in accordance with the amount owed by each of them under he  Mezzanine Facility.                                                               |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                              |
| **Majority Mezzanine  Lenders:** | ** ** | shall mean  the Majority Tranche A Lenders and the Majority C Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

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**TRANCHE A**

 
| **Principal  Amount:**               | ** ** | EUR 45 million (inclusive  of amounts required to refinance Tranche C as provided herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                           | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Borrower:**                        | ** ** | Bus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Purpose:**                         | ** ** | Funds borrowed under  Tranche A shall be applied in accordance with the agreed costs schedule (the  **“Agreed Costs Schedule”)**produced  by Alvarez & Marsal Europe Limited as financial advisers  to Nordic and agreed by Houlihan Lokey Howard & Zukin (Europe) Limited as financial  advisers to the Lenders and the structure paper (the **“****Structure Paper”)**agreed  between the Borrowers and the Lenders.                                                                                                                                                                                                                                                                                                                                                                                               |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Availability  and**

**Drawdown:** | ** ** | From the date (the **“Closing Date”)**on which the Restructuring  closes to the date which is 10 Business Days following the Closing Date.  Tranche A must be drawn in a single drawing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Security:**                        |       | A pledge  by Bus over its entire shareholding in Holding in favour of the Security  Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                 |       | A first ranking pledge by  Bus of its rights under the Subordinated Loan Agreement dated 28 February 2002,  as replaced by the agreement signed on 22 December 2003 and as amended  from time to time (the **“Subordinated  Shareholder Loan”).**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                 |       | A first ranking pledge by Bus of its rights  and interest under the remaining  SEK 80 million capital contributions due from Nordic, have been assigned to  it by Holding (the **“Intragroup Capital Contribution”).**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Ranking:**                         |       | Tranche A borrowings shall  rank as senior secured debt of Bus and benefit from the pledges set out in Security above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Interest**

**Rate:**              | ** ** | Tranche A shall bear  interest at an annual rate equal to the sum of (i) 6-month  EURIBOR plus 650bps (the **“Cash Interest”)** and (ii) 650bps (the **“Compounded Interest”**).  Cash Interest and Compounded Interest shall be calculated on a 360-day  basis and shall be paid or credited, respectively, semi-annually in arrears  on each 15 June and 15 December (each an **“Interest Payment****Date”**), commencing  15 December 2005. Compound Interest** **shall accrue and, on each Interest Payment Date, be added to the then accreted principal amount. If Bus shall not have available to it funds  sufficient to pay when due the Cash Interest component in cash, such Cash  Interest component shall on such Interest Payment Date be added to the then  accreted principal mount and shall bear |

 

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|                             |       | interest as if it were  principal unless and until such unpaid interest is duly paid in cash, which it may be, without any penalty, at any time  during the succeeding interest payment period.                                                                                                                                                                                                                                                                                                                                        |
|----------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Optional  Redemption:**        | ** ** | During a one year period  following the initial draw–Non-callable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |       | During a one year period  following the first anniversary of the initial draw–Callable at par plus the  sum of 6-month EURIBOR and 650bps.                                                                                                                                                                                                                                                                                                                                                                                             |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |       | During a one year period  following the second anniversary of the initial draw–Callable at par plus  0.50 times the sum of 6-month EURIBOR and 650bps.                                                                                                                                                                                                                                                                                                                                                                                 |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |       | During a one year period  following the third anniversary of the initial draw Callable at par plus 0.25  times the sum of 6-month EURIBOR and 650bps.                                                                                                                                                                                                                                                                                                                                                                                       |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |       | After the fourth  anniversary of the initial draw–Callable at par.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |       | For the avoidance of  doubt, callable at par means that Tranche A is callable at an amount equal to  the sum of (i) the then accreted principal, (ii) costs and expenses  incurred and (iii) interest accrued (including the Cash Interest and  Compounded Interest components) and unpaid or uncredited until the date of prepayment.                                                                                                                                                                                       |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Mandatory  Redemption:**       | ** ** | Change of control (for  these purposes, defined as the acquisition by a single person or group, other  than a Permitted Holder (defined as each Consenting Noteholder which signs  the Restructuring Agreement and receives Restructuring Shares (as defined  therein)) of 35% or more of Bus’, Holding’s or Nordic’s voting shares,  pursuant to a bona fide transaction at arm’s length, and the ownership by  such person or group of a voting share percentage which exceeds that of  Permitted Holders generally). |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Amortisation:**                | ** ** | None. Single bullet  repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Commitment  Fee:**             | ** ** | As detailed in the Fees  Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Funding  Fee:**                | ** ** | As detailed in the Fees  Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Majority  Tranche A Lenders:** | ** ** | 662/3%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

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**TRANCHE C**

 
| **Principal  Amount:**          | ** ** | EUR 25 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                      | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Borrower:**                   | ** ** | Holding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Use of  Proceeds:**           | ** ** | Funds borrowed under  Tranche C shall be applied in accordance with the Agreed Costs Schedule and  the Structure Paper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Availability  and Drawdown:** | ** ** | From the date of the  Mezzanine Facility Agreement to and including the earlier of the Closing Date  and 31 December 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Security:**                   | ** ** | A first ranking pledge by  Holding of its rights under the Subordinated Shareholder Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                            |       | A first ranking pledge by  Holding over the bank account to which all moneys in respect of the Subordinated  Shareholder Loan and Intragroup Capital Contribution are to be paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                            |       | A pledge by Holding of its  rights and interests under Intragroup Capital Contribution, as have been  assigned to it by Bus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Ranking:**                    | ** ** | Tranche C shall rank as  senior secured debt of Holding and shall benefit from the security outlined  above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Interest Rate:**              | ** ** | Tranche C shall bear  interest at an annual rate equal to the sum of (i) 6-month EURLBOR  plus 650bps (the **“Cash Interest”)**and  (ii) 650bps (the **“Compounded Interest”).**Cash  Interest and Compounded Interest shall be calculated on a 360-day basis  and shall be paid or credited, respectively, semi-annually in arrears on each  15 June and 15 December (each an **“Interest  Payment Date”),**commencing 15 December 2005. Compounded  Interest shall accrue and, on each Interest Payment Date, be added to the then  accreted principal amount. If Holding shall not have available to it funds  sufficient to pay when due the Cash Interest component in cash, such Cash  Interest component shall on such Interest Payment Date be added to the then  accreted principal amount and shall bear interest as if it were principal  unless and until such unpaid interest is duly paid in cash, which it may be,  without any penalty, during the succeeding interest payment period. |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Mandatory  Prepayment:**      | ** ** | On the date that Tranche A  is first drawn, Holding shall  prepay Tranche C in full, plus all accrued but unpaid Cash Interest and Compound  Interest thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

----

 
| **Mandatory  Redemption:** | ** ** | Change of control (for  these purposes, defined as the acquisition by a single person or group, other  than a Permitted Holder (defined as each Consenting Noteholder which signs  the Binding Restructuring Agreement and receives Restructuring Shares) of 35%  or more of Bus’, Holding’s or Nordic’s voting shares, pursuant to a bona fide  transaction at arm’s length, and the ownership by such person or group of a  voting share percentage which  exceeds that of Permitted Holders generally). |
|----------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Amortisation:**          | ** ** | None. Single bullet  repayment (subject to *Mandatory Prepayment*above).                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Commitment  Fee:**       | ** ** | As detailed in the Fees  Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                 | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Funding  Fee:**          | ** ** | As detailed in the Fees  Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

----

 

**SCHEDULE B**

 

**SUBORDINATED INDENTURE AMENDMENTS**

 

Theproposed Subordinated Indenture Amendments to the Subordinated Indenture willbe contained in a Supplemental Indenture. The following is a summary of theSubordinated Indenture Amendments. Capitalized terms used but not defined inthe following summary have the meanings assigned to them in the SubordinatedIndenture.

 

The Supplemental Indenturewill, in substance, *eliminate*the following covenants and other provisions(and the definitions related thereto) of the Subordinated Indenture:

 

•                  Corporate Existence – clause1004;

 

•                  Maintenance of Properties – clause1005;

 

•                  Payment of Taxes and Other Claims – clause1006;

 

•                  Maintenance of Insurance – clause1007;

 

•                  Limitation of Indebtedness and Issuance ofDisqualified Share Capital and Preferred Shares – clause 1008;

 

•                  Limitation on Restricted Payments – clause1009;

 

•                  Limitations on Dividends and Other PaymentRestrictions Affecting Subsidiaries – clause 1010;

 

•                  Limitation on Liens – clause1011;

 

•                  Limitation on Sale and Leaseback Transactions– clause 1012;

 

•                  Limitation on Transactions with Affiliatesand Related Persons – clause 1013;

 

•                  Limitation on Sales and Issuance of EquityInterests in Restricted Subsidiaries – clause 1016;

 

•                  Limitation on Issuances of Guarantees ofIndebtedness – clause 1017;

 

•                  Provision of Financial Information – clause1019;

 

•                  Statement of Officers as to Default;Compliance Certificate – clause 1020;

 

**Events ofDefault**

 

•                  Breach of covenant – clauses501(3)** **and(4);

 

•                  Cross-default – clauses 501(5), (6),****(9) and(10);

 

----

 

•                  Insolvency default – clauses501(11), (12);

 

**Other**

 

•                  Acceleration – clause 502;

 

•                  Waiver of Stay or Extension Laws – clause515;

 

•                  Consolidation, Merger etc – clause801(1)(b) and (d) (referring to Consolidated Net Worth / Fixed Charge Coverage Ratios);

 

•                  Successor Substituted – clause802; and

 

•                  Conditions to Defeasance – clause1304(2)(a).

 

TheSubordinated Indenture Amendments will constitute a single proposal and aConsenting Noteholder must consent to the Subordinated Indenture Amendments intheir entirety and may not consent selectively with respect to certainSubordinated Indenture Amendments.

 

Eachof the annexes to the Subordinated Indenture will be supplemented, modified andamended as necessary to make the terms of such annexes consistent with theterms of the Subordinated Indenture, as amended by the Subordinated IndentureAmendments.

 

The Subordinated IndentureAmendments will be effected by a Supplemental Indenture, which will be executedat or promptly following the date the requisite consents have been obtained.Although the Supplemental Indenture will be executed at or promptly followingthe date the requisite consents have been obtained, the Subordinated IndentureAmendments will not become operative until the Effective Date.

 

----

 

**SCHEDULE C**

** **

**FORM OFNOTICE BY CONSENTING NOTEHOLDER OR SENIOR GROUPMEMBER IN ACCORDANCEWITH CLAUSE****23.1**

** **

**[ONCONSENTING NOTEHOLDER’S OR SENIOR GROUP MEMBER’SLETTERHEAD]**

 
| **Re:** | ** ** | **Concordia Bus AB’s EUR****160****million****11%****Senior Subordinated Notes due****2010****(the “Subordinated Notes”) and  Concordia Bus Nordic AB’s EUR****130****million****9.125%****Senior Secured Notes due****2009****(the “Senior Notes”)** |
|---------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |       |                                                                                                                                                                                                                                                                                |
| To :    |       |                                                                                                                                                                                                                                                                                |
|    |       | Concordia Bus AB (**“Bus”**)                                                                                                                                                                                                                                              |
|    |       | Concordia Bus Nordic AB** ****(“Nordic”)**                                                                                                                                                                                                                           |
|    |       | Concordia Bus Holding AB **(“Holding  AB”)**                                                                                                                                                                                                                              |
|    |       | C/O Solna Strandväg 78                                                                                                                                                                                                                                                         |
|    |       | SE — 171 Solna                                                                                                                                                                                                                                                                 |
|    |       | Sweden                                                                                                                                                                                                                                                                              |
|    |       |                                                                                                                                                                                                                                                                                |
|    |       | Telephone: + 46 8 546 300 00                                                                                                                                                                                                                                                        |
|    |       | Facsimile: + 46 8 546 300 55                                                                                                                                                                                                                                                        |
|    |       | Attention: Per Skargard                                                                                                                                                                                                                                                             |
|    |       |                                                                                                                                                                                                                                                                                |
|    |       | Concordia Bus BV (**“BV”**)                                                                                                                                                                                                                                               |
|    |       | c/o Executive Management  Trust BV                                                                                                                                                                                                                                                  |
|    |       |                                                                                                                                                                                                                                                                                |
|    |       | Telephone: + 3 1 (0) 20 540 8989  (general)                                                                                                                                                                                                                                         |
|    |       | Facsimile: + 3 1 (0) 20 540 8909                                                                                                                                                                                                                                                    |
|    |       |                                                                                                                                                                                                                                                                                |
|    |       | GS Capital Partners III, L.P.                                                                                                                                                                                                                                                       |
|    |       | GS Capital Partners III  Offshore, L.P.                                                                                                                                                                                                                                             |
|    |       | Goldman, Sachs & Co. Verwaltungs GmbH                                                                                                                                                                                                                                 |
|    |       | C/O 133 Fleet Street                                                                                                                                                                                                                                                                |
|    |       | London EC4A 2BB                                                                                                                                                                                                                                                                     |
|    |       |                                                                                                                                                                                                                                                                                |
|    |       | Telephone: + 44 20 7774 1000                                                                                                                                                                                                                                                        |
|    |       | Facsimile: + 44 20 7774 4477                                                                                                                                                                                                                                                        |
|    |       | Attention: The Honourable  Richard Simon Sharp                                                                                                                                                                                                                                      |
|    |       |                                                                                                                                                                                                                                                                                |
|    |       | Sch&qout;yen Gruppen AS (**“****Sch&qout;yen****”**)                                                                                                                                                                                                                      |
|    |       | Lysaker Torg 12                                                                                                                                                                                                                                                                     |
|    |       | Nl327 Lysaker                                                                                                                                                                                                                                                                       |
|    |       | Norway                                                                                                                                                                                                                                                                              |

 

----

 
|   |   | Telephone: + 47 67 83 29 29 |
|--------|--------|-----------------------------|
|   |   | Facsimile: + 47 67 83 29 30 |
|   |   | Attention: Frode Larsen     |

 

We hereby state as follows:

 

1.                                 We have executed a copy of a restructuringagreement dated as of           July 2005 among Bus, Nordic, BV, Holding AB,****Goldrnan Sachs, Sch&qout;yen,the Senior Group Members and the Consenting Noteholders signatories thereto(the **“Restructuring Agreement”)**inconnection with the Restructuring, *inter alia,* ofthe Subordinated Notes. Capitalised terms used in this notice are defined inthe Restructuring Agreement unless otherwise stated.

 

2.                                 At the time of executing the RestructuringAgreement we either were the beneficialowner of, or were performing investment management services on behalf of thebeneficial owner of, in aggregate EUR [•] face amount of Subordinated Notes and/or EUR [•] face amount of Senior Notes as was setforth upon the signature page thereto. Each of these EUR [•] face amount ofSubordinated Notes and/or EUR [•] faceamount of Senior Notes were offered by us in support of the Restructuring inaccordance with the terms of andsubject to the conditions set forth in the Restructuring Agreement.

 

3.                                  According to Clause 23.1 of the RestructuringAgreement, we agreed not to sell, transfer or assign any of our SubordinatedNotes and/or Senior Notes or any voting interest therein, or any Claim which wemay have against Bus or any ofits subsidiaries or any Released Persons in accordance with [Clause 14] [Clause15](1) therein to any Person who was not another Consenting Noteholder duringthe term of the Restructuring Agreement unless such Person, prior to anytransfer or agreement, entered into a written undertaking in favour of theother parties to the Restructuring Agreement as if such Person was a Consenting Noteholder and executed a Deed of Adherence.

 

We hereby give notice inaccordance with CIause 23.1 of the Restructuring Agreement and having regard toour obligations under Clause 23.1 as aforesaid, that(1)

 

***EITHER:***

 

On [•], 2005 we sold EUR [•] face amount of our Subordinated Notes and/or EUR [•] face amount of Senior Notes to [•](1) which represented to us that it was a Consenting Noteholder and furnished to us an executed copy of theRestructuring Agreement, the signature page of which is attached hereto.

 

----

(1)           *Enter name and contactdetails**for**Consenting Noteholder.*

 

----

 

***OR:***

 

On [•], 2005 we sold EUR [•] faceamount of our Subordinated Notes and/or EUR [•]****face amount of Senior Notes to [•](2)****which represented to us that it was not a Consenting Noteholderbut which has now signed the Restructuring Agreement and executed the Deed ofAdherence (a copy of which is attached to this notice).

 

Please contact us should youhave any queries.

 

Yours sincerely

 

**[CONSENTINGNOTEHOLDER] [SENIOR GROUP MEMBER]**

 
| cc: Clifford Chance  Limited Liability Partnership                    |
|-----------------------------------------------------------------------|
| 10 Upper Bank Street                                                  |
| Canary Wharf                                                          |
| London El4 5JJ                                                        |
|                                                                  |
| Telephone: +44 (0) 20 7006  1000                                      |
| Facsimile: +44 (0) 20 7006  5555                                      |
| Attention: Nicholas Frome,  Robert Trefny                             |
|                                                                  |
| The Ad Hoc Committee of  Subordinated Noteholders of Concordia Bus AB |
| c/o Cadwalader, Wickersham & Taft, LLP                  |
| 265 Strand                                                            |
| London WC2R 1BH                                                       |
|                                                                  |
| Telephone: +44 (0)20 7 170  8700                                      |
| Facsimile: +44 (0)20 7170  8600                                       |
| Attention: Andrew  Wilkinson, Justin Bickle                           |
|                                                                  |
| The Senior Group Members                                              |
| c/o Bingham McCutchen LLP                                             |
| 99 Gresham Street                                                     |
| London EC2 7HB                                                        |
|                                                                  |
| Telephone: +44 (0)20 7661 5300                                        |
| Facsimile: +44 (0)20 7661  5400                                       |
| Attention: James Roome,  James Terry, Philip Knott                    |

 

----

 

(2)*           Entername and contact details for new beneficial owner of the Subordinated Notes.*

 

----

 

**FORM OFUNDERTAKING BY NEW NOTEHOLDER IN ACCORDANCEWITH CLAUSE 23.1**

** **

**[ON NEWNOTEHOLDER’S LETTERHEAD]**

 
| **Re:** |   | **Concordia  Bus AB’s EUR 160 million 11% Senior Subordinated Notes due 2010 (the “Subordinated  Notes”)** |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                      |
| To :    |   |                                                                                                                      |
|    |   | Concordia Bus AB                                                                                                          |
|    |   | Concordia Bus Nordic AB                                                                                                   |
|    |   | Concordia Bus Holding AB                                                                                                  |
|    |   | c/o Solna Strandväg 78                                                                                               |
|    |   | SE – 171 Solna                                                                                                       |
|    |   | Sweden                                                                                                                    |
|    |   |                                                                                                                      |
|    |   | Telephone: + 46 8 546 300 00                                                                                              |
|    |   | Facsimile: + 46 8 546 300 55                                                                                              |
|    |   | Attention: Per Skargard                                                                                                   |
|    |   |                                                                                                                      |
|    |   | Concordia Bus BV                                                                                                          |
|    |   | c/o Executive Management  Trust BV                                                                                        |
|    |   |                                                                                                                      |
|    |   | Telephone: + 31 (0) 20 540 8989  (general)                                                                                |
|    |   | Facsimile: + 31 (0) 20 540 8909                                                                                           |
|    |   |                                                                                                                      |
|    |   | GS Capital Partners III,  L.P.                                                                                            |
|    |   | GS Capital Partners III  Offshore, L.P.                                                                                   |
|    |   | Goldman, Sachs & Co. Verwaltungs GmbH                                                                       |
|    |   | C/O 133 Fleet Street                                                                                                      |
|    |   | London EC4A 2BB                                                                                                           |
|    |   |                                                                                                                      |
|    |   | Telephone: + 44 20 7774 1000                                                                                              |
|    |   | Facsimile: + 44 20 7774 4477                                                                                              |
|    |   | Attention: The Honourable  Richard Simon Sharp                                                                            |
|    |   |                                                                                                                      |
|    |   |                                                                                                                      |
|    |   | Sch&qout;yen Gruppen AS                                                                                                   |
|    |   | Lysaker Torg 12                                                                                                           |
|    |   | Nl327 Lysaker                                                                                                             |
|    |   | Norway                                                                                                                    |
|    |   |                                                                                                                      |
|    |   | Telephone: + 47 67 83 29 29                                                                                               |
|    |   | Facsimile: + 47 67 83 29 30                                                                                               |
|    |   | Attention: Frode Larsen                                                                                                   |

 

----

 

We hereby confirm andundertake as follows:

 

1.                                 We have executed a Deed of Adherence inconnection with the Restructuring ofthe Subordinated Notes. Capitalised terms used in this undertaking are definedin the Restructuring Agreement unless otherwise stated.

 

2.                                  In entering into the Deed of Adherence weagree to be bound by the terms of the Restructuring Agreement, includingClauses 7, 14, 16, 17, 22 and 23 thereof and, as if we were, and had been sincethe date of the Restructuring Agreement, a Consenting Noteholder in relation toEUR [•] face amount of Subordinated Notes and EUR [•] face amount of Senior Notes. Weattach an executed copy of the Deed of Adherence and a Restructuring AgreementSignature Page for your records.

 

3.                                  We confirm that we are either beneficialowners of, or perform investment management services on behalf of thebeneficial owners of, EUR [•] faceamount of Subordinated Notes and EUR [•] face amount of Senior Notes. Each of theseSubordinated Notes and Senior Notes are offered by us in support of theRestructuring in accordance with the terms of and subject to the conditions setforth in the RestructuringAgreement.

 

Please contact us should youhave any queries.

 

Yours sincerely

 

**[NEWNOTEHOLDER]**

 
| cc:    | Clifford Chance Limited  Liability Partnership                        |
|--------|-----------------------------------------------------------------------|
|   | 10 Upper Bank Street                                                  |
|   | Canary Wharf                                                          |
|   | London E14 5JJ                                                        |
|   |                                                                  |
|   | Telephone: +44 (0) 20 7006  1000                                      |
|   | Facsimile: +44 (0) 20 7006  5555                                      |
|   | Attention: Nicholas Frome,  Robert Trefny                             |
|   |                                                                  |
|   |                                                                  |
|   | The Ad Hoc Committee of  Subordinated Noteholders of Concordia Bus AB |
|   | c/o Cadwalader, Wickersham & Taft, LLP                  |
|   | 265 Strand                                                            |
|   | London WC2R 1BH                                                       |
|   |                                                                  |
|   | Telephone: +44 (0)20 7 170  8700                                      |
|   | Facsimile: +44 (0)20 7170  8600                                       |
|   | Attention: Andrew  Wilkinson, Justin Bickle                           |

 

----

 

**SCHEDULE D**

 

**FORM OF****DEED OF ADHERENCE**

 

**THIS****DEED OF****ADHERENCE**is made the [•] day of [•] 2005 by [Name of Transferee] (the **“Covenantor”)**and is supplemental to theRestructuring Agreement dated the            dayof July 2005 and made betweenthe parties thereto (the **“RestructuringAgreement”).**

 

**ITIS****AGREED**asfollows:

 

Wordsand expressions defined in the Restructuring Agreement shall have the samemeaning in this Deed.

 

TheCovenantor confirms that it has been supplied with a copy of the RestructuringAgreement and hereby covenants with the parties thereto, and the personsentitled to enforce certain provisions despite not being parties, to performand to be bound by all of the terms of the Restructuring Agreement (including,without limitation, Clauses 7, 14, 16, 17, 22 and 23 thereof) to the intent andeffect that the Covenantor shall be deemed with effect from the date of thisDeed to be a party to the Restructuring Agreement in the same capacity and withthe same rights and obligations attributable to the original signatory to theRestructuring Agreement from which the interest being transferred derived.

 

ThisDeed of Adherence shall be governed by and construed in accordance with thelaws of England and Wales.

 

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

 

**EXECUTED ASA DEED**

 
| By [Name of Transferee] |   | )                                                       |
|-------------------------|--------|---------------------------------------------------------|
| acting by               |   | )                                                       |
|                    |   | )                                                       |
|                    |   |                                                    |
|                    |   |                                                    |
|                    |   | Director                                                |
|                    |   |                                                    |
|                    |   | Director/Secretary                                      |
|                    |   |                                                    |
|                    |   | Face amount of Subordinated  Notes subject to this Deed |
|                    |   |                                                    |
|                    |   | Face amount of Senior  Notes subject to this Deed       |

 

----

 

**SCHEDULE E**

 

**SUMMARY OF PRIVATE SUBSCRIPTION STEPS AND PROCEEDINGS STEPS**

 

(Clause19 of the Restructuring Agreement)

 

**A****                                      ****Proceedings Stem**

 

A.1                             Bus must make an application to the District Court inStockholm to commence the Swedish ReorganisationProceedings promptly afterclosing of the Third Party Tender Offer and the Revised Consent Solicitation.The identity of the administrator to administer those proceedings shall,subject to the court’s approval, have been previously agreed between Bus andthe Ad Hoc Committee.

 

A.2                             If the court allows Bus to enter into theproposed Swedish Reorganisation Proceedings, then a moratorium will be grantedto Bus against creditors’ claims and the court will set a date for the meetingof creditors (*borgenärssamrnanträde*). Thecreditors’ meeting must take place within three weeks from the date of thedecision of the court.

 

A.3                             Bus will, within a further three Business Days, then apply for a Public Compositionprocedure of the creditors to take place. If approved, the court will set adate on which the creditors may vote on the application for a PublicComposition proposal, which meeting shall be held three to five weeks after thecourts’ approval of the Public Composition procedure. The ConsentingNoteholders shall be irrevocably bound to vote in favour of the PublicComposition procedure by virtue of their signatures to the RestructuringAgreement.

 

A.4                             The Public Composition sought by Bus andagreed to by the Consenting Noteholders and Bus shall comprise (i) the reductiono f the face amount of 100% o f the Subordinated Notes from 100% downto 25% (or such lower percentage as may be agreed by the court), (ii) suchchanges to the reduced debt obligation relating to denomination, priority andinterest as may be agreed by the court, (iii) an agreement by eachConsenting Noteholder to irrevocably tender that reduced debt obligation to Busin consideration for receiving Restructuring Shares outside of the Swedishcourt process on the basis described in B.3 below, (iv) irrevocable agreement by each ConsentingNoteholder not to retain, or expect to receive from Bus, any cash payment inrespect of that reduced debt obligation and (v) agreement from eachConsenting Noteholder and Bus to use all powers and rights available to it toensure that the Proceedings Steps are implemented as rapidly as reasonablypracticable.

 

A.5                             The court rules on whether the PublicComposition is approved.

 

A.6                             As part of the Public Composition, releasesshall be given to third parties including the parties to the RestructuringAgreement and the Released Persons on the terms set out in the Restructuring Agreement.

 

----

 

**B****                                      ****Private Subscription**

 

B.l                                  A Private Subscription will be used by Bus toimplement the Restructuring either (i) immediately after the ProceedingsSteps set out in paragraph A abovehave closed or (ii) on a stand alone basis, where at 1east 99% of holdersof Subordinated Notes (or such lower number as may be agreed between Bus andthe Ad Hoc Committee, each acting reasonably) have signed, or adhered underClause 23 to, the Restructuring Agreement and the Restructuring is capable ofbeing consummated out of court. In either instance, Bus shall convene a meetingto authorise the issue of 120,000 ordinary shares in Bus, each such share shallhave a nominal value of SEK 100. The meeting can be convened by circulation ofa Shareholder resolution and other relevant documents (the “**Shareholder Documentation**”) where no formal meeting isrequired.

 

B.2                               The Shareholder Documentation must be filedand registered promptly at the Swedish Companies’ Registration Office. Theregistration of the Shareholder Documentation usually takes up to 14 days.

 

B.3                               Within 24 hours of the ShareholderDocumentation having been registered, Bus will issue 120,000 RestructuringShares to Consenting Noteholders and Controlling Shareholders (or theirnominated allottees) who have executed the Shareholders’ Agreement in agreedform. The allocation of the equity split will be 97.5% of the RestructuringShares to the Consenting Noteholders (or their nominated allottees) and 2.5% ofthe Restructuring Shares in aggregate to the Controlling Shareholders (or theirnominated allottees).

 

B.4                               Each Consenting Noteholder must surrender theSubordinated Notes which it owns (or the reduced debt obligation which it shallreceive in place of its Subordinated Notes) as part of the Public CompositionProceedings referred to in paragraph A above) to the Restructuring Trustee aspart of the Private Subscription process.

 

B.5                               Bus, through the Restructuring Trustee, shalldeliver to the Controlling Shareholders and each Consenting Noteholder (ortheir nominated allottees), their entitlement to the Restructuring Shares, determinedin accordance with the Restructuring Agreement and in the aggregate proportionsset out in paragraph B.3 above, once those parties have signed the Shareholders’Agreement.

 

----

 

**SCHEDULE F**

 

**STEPS IN CONNECTION WITH IMPLEMENTATION OF CONSENTSOLICITATION(THE “C/S”) AND THIRD PARTY TENDER OFFER (THE “T/O”)**

 
| **Time**                   | ** ** | **Event**                                                                                                                              |
|----------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------|
| Day 1                      |       | C/S and T/O shall commence  simultaneously and shall  be distributed together through the clearing systems                             |
|                       |       |                                                                                                                                   |
| Days 1-20, Inclusive       |       | C/S  and T/O shall remain open and may not be withdrawn                                                                                |
|                       |       |                                                                                                                                   |
| Day 20  5:00 P.M. GMT |       | C/IS and T/O  shall close simultaneously  (**“C/s Closing”** and**“T/O  Closing”**)                                |
|                       |       | ** **                                                                                                                             |
| Not later than Day 23      |       | Payment of the Consent Fee  and the Tender Offer Price  shall occur with respect  to both C/S and T/O**(“Settlement Date”)** |

 

**SETTLEMENT DATE ORDER OF EVENTS**

 
| **C/S** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                | **T/O** |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |    |
| 1.      | Tabulation Agent  determines how many consents have been provided and not withdrawn                                                                                                                                                                                                                                                                                                                                       |    | 1. | Tabulation Agent  determines how many Senior Notes have been tendered and not withdrawn |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |    |   |   |
| 2.      | Nordic irrevocably deposits  with the Trustee for the Senior Notes sufficient funds to pay the Consent Fee  (as defined below) to all holders of Senior Notes from whom valid consents  have been delivered and not withdrawn as at C/S Closing, and irrevocably  instructs the Trustee for the Senior Notes to apply such funds to the payment  of the Consent Fee to all holders of Senior Notes eligible to receive it |    | 2. | Offerors irrevocably  purchase from  all  holders of Senior Notes who as at  T/O Closing have tendered (and not withdrawn) their Senior Notes in response  to the T/O, at the Tender Offer Price (as defined below) |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      |    |   |   |
| 3.      | Tabulation Agent provides  Clifford Chance with certificate as to the number of consents received                                                                                                                                                                                                                                                                                                                         |    |   |   |

 

----

 
| **C/S** | ** **                                                                                                                                                                                                                                                                                                                                                                                                     | **T/O** |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                           |    |
| 4.      | Nordic executes amendments  to the Senior Indenture (the “**Senior Supplemental  Indenture**”) and instructs the Trustee under the Senior Indenture  to do so                                                                                                                                                                                                                                        |    |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                           |    |   |   |
| 5.      | Pre-effective period for  Senior Supplemental Indenture: the Senior Supplemental Indenture (and the changes  to be made pursuant thereto) will not take force and effect until after each  of C/S Closing, T/O Closing, the Settlement Date, and the payment of both the  Tender Offer Price and the Consent Fee to all holders of Senior Notes who are  entitled to receive such payment, shall have occurred |    |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                           |    |   |   |
| 6.      | Pre-effective period ends  upon closing and settlement of C/S and T/O                                                                                                                                                                                                                                                                                                                                          |    |   |   |

 

**KEY TERMS**

 
| **C/S** | ** **                                                                                                                                                               | **T/O** |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|    |                                                                                                                                                                     |    |
| 1.      | Nordic shall ensure that  T/O will be commenced simultaneously with issue of C/S                                                                                         |    | 1. | Offerors shall ensure that  C/S will be commenced simultaneously with issue of C/S |
|    |                                                                                                                                                                     |    |   |   |
| 2.      | Nordic shall be  unconditionally obligated to commence and keep open for 20 U.S. business days                                                                           |    | 2. | Offerors shall be  unconditionally obligated to commence and keep open for 20 U.S. business days |
|    |                                                                                                                                                                     |    |   |   |
| 3.      | Consents must be  accompanied by an undertaking  not to participate in the Change of Control Offer (holders of Senior Notes  cannot consent without making undertakings) |    | 3. | Subject only to C/S  Closing having occurred (following the receipt of Requisite Consent), and market  standard terms as to illegality, on the Settlement Date the Offerors shall be  unconditionally obligated to pay the **“Tender Offer Price”,**which is  (a) in the event that the Consent Fee has |

 

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| **C/S** | ** **                                                                                                                                                                                                                                                                                                                                        | **T/O** |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|
|    |                                                                                                                                                                                                                                                                                                                                              |    |
|    |                                                                                                                                                                                                                                                                                                                                              |    |   | been paid by Nordic in  relation to the C/S, a price equivalent to the principal face amount of the  Senior Notes plus any accrued and unpaid interest thereon up to the date of  T/O Closing, or (b) in  the event that the Consent Fee has not been paid by Nordic in relation to the  C/S, a price equivalent to 104% of the principal face amount of the Senior  Notes plus any accrued and unpaid interest thereon to the date of T/O Closing |
|    |                                                                                                                                                                                                                                                                                                                                              |    |   |   |
| 4.      | The fee for the consents  (the “Consent Fee”) shall be €40 per €1,000 aggregate principal amount for in  the Notes Purchase Agreement of Senior Notes with respect to which the  consents are provided                                                                                                                        |    | 4. | Nordic is unconditionally  obligated to pay to the Offerors the fees provided for in the Notes Purchase  Agreement |
|    |                                                                                                                                                                                                                                                                                                                                              |    |   |   |
| 5.      | C/S shall be conditional  only upon receipt of consents from holders of Senior Notes representing at  least a majority in aggregate principal amount of Senior Notes (“Requisite Consent”),  and market standard terms as to legality                                                                                                   |    |   |   |
|    |                                                                                                                                                                                                                                                                                                                                              |    |   |   |
| 6.      | The proposed amendments  shall include a clause to the effect that all the amendments shall not take  effect until after each of C/S Closing, T/O Closing, the Settlement Date, and  the payment of both the Tender Offer Price and the Consent Fee to all holders  of Senior Notes who are entitled to receive such payment, shall have occurred |    |   |   |

 

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