**Exhibit 4.14**

 

**CONFORMED COPY**

 

**SALE AND ASSIGNMENT OF THE**

 

**SHAREHOLDERS’ CONTRIBUTIONLOAN**

 

# **1.**                                               Parties

 

## 1.1                                          Concordia Bus AB (publ) (“Bus”), 556576-4569,a public company incorporated under Swedish law;

##  

## 1.2                                          Concordia Bus Nordic Holding AB (“Holding”),556028-1122, a private company incorporated under Swedish law; and

##  

## 1.3                                          Concordia Bus Nordic AB (publ) (“Nordic”),556031-8569, a public company incorporated under Swedish law.

##  

# **2.**                                               Background

 

## 2.1                                          Concordia owns 100 percent of the shares inHolding and Holding owns 100 percent of the shares in Nordic.

##  

## 2.2                                          In February 2003 Nordic undertook tomake a shareholders’ contribution of SEK 108,273,353 (the “Contribution”) toBus and this undertaking has been evidenced by a shareholders’ contributionloan agreement dated on or about the date hereof (the “Contribution LoanAgreement”). None of that amount has yet been paid by Nordic to Bus, and Busconsequently has a claim on Nordic in that amount.

##  

## 2.3                                          As part of a refinancing of the Bus group, inpart under a mezzanine facility agreement (the “Mezzanine Facility Agreement”)entered into on or about the dated hereof, Bus has resolved to sell and assign partof its rights to the Contribution to Holding.

##  

# **3.**                                               Sale and Assignment

 

## Bus hereby sells and assigns its rights to receivepayment of an amount of SEK 80,000,000 (the “Loan”) of the Contribution toHolding and Holding hereby assumes all such rights, subject to the terms andconditions set out

 

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## herein. The sale and assignment shall be effectiveas of the date of this Agreement.

##  

# **4.**                                               Consideration

 

## 4.1                                          As consideration for the sale andassignment pursuant to section 3 above, Holding shall pay to Bus, subjectto the limitations set out in section 5 below, the Net Amount (as definedbelow) of all Nordic Payments (as defined below).

##  

## 4.2                                          As security for Holding’s obligation tomake payment on the Loan, subject to the limitations set out in Clause 5 below,Holding shall grant a second ranking pledge of its rights to the Loan in favourof Bus, subject to the First Pledge (as defined below).

##  

# **5.**                                               LimitedRecourse

 

## 5.1                                          Notwithstanding any provision of thisAgreement or in any other agreement between Bus and Holding, Bus agrees thatthe obligation of Holding and its successors under this Agreement shall belimited to the payment of the Net Amount (as defined below) of each NordicPayment (as defined below), and in each case to the extent that such Net Amountof a Nordic payment is available to Holding.

##  

## 5.2                                          For the purposes of this Agreement, theterm “Nordic Payments” means each payment made by Nordic from time to time toHolding under the Contribution Loan Agreement in respect of the Loan inaccordance with its terms (as amended and restated), and the term “Net Amount”means, at any time, the amount of each such Nordic Payment to the extent notrequired to be applied by Holding in payment of amounts due under the Tranche CFacility (as defined in the Mezzanine Facility Agreement) in accordance withthe Mezzanine Facility Agreement on or about the date such Nordic Payment is tobe made. The term “First Pledge” means the first ranking pledge of the Loanmade by Holding in favour of the Security Agent to secure the fulfilment byHolding of its obligations under Tranche C of the Mezzanine Facility.

##  

## 5.3                                          The limitation of Holding’s paymentobligations under this section 5 shall apply irrespective of the ContributionLoan Agreement (as amended and restated from time to time) being fully compliedwith or being prematurely

 

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## terminated and irrespective of whetherHolding’s payment obligation is based on a court decision or otherwise.

##  

## 5.4                                          Holding’s obligations under this Agreementshall be limited to the Net Amount of Nordic Payments and Holding shall not beobliged to pay any interest on overdue payments.

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## 5.5                                          On and with effect from the date on whichBus submits a Utilisations Request in respect of the Tranche A Facility, Holdinghereby sells and assigns all its rights under the Contribution Loan Agreement toBus and Bus hereby assumes all such rights, subject to the terms and conditionsset out herein. Upon such re-transfer, Holding’s obligation under thisAgreement shall be discharged in full and Holding shall have no furtherobligations hereunder.

##  

# **6.**                                               Confirmation

 

## 6.1                                          Nordichereby confirms that it has been duly notified of the sales and assignments inthis Agreement and that all futurepayments on the Contribution (including all accrued interest) will be paid toHolding or in accordance with the instructions of Holding and, upon the re-transferin accordance with clause 5.5, to Bus or in accordance with Bus’ instructions.

##  

# **7.**                                               Governing law

 

## 7.1                                          This Agreement shall be governed by Swedishlaw.

 

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This document has been executed in three identical copies of which theparties have taken one each.

 

 
| Date: July 18, 2005       |                            |
|--------------------------------|---------------------------------|
|                           |                            |
| CONCORDIA BUS AB (PUBL)        | CONCORDIA BUS NORDIC HOLDING AB |
|                           |                            |
|                           |                            |
| /s/ HARALD ARNKVAERN           |                            | /s/ HARALD ARNKVAERN |   |
|                           |                            |
|                           |                            |
| CONCORDIA BUS NORDIC AB (PUBL) |                            |
|                           |                            |
|                           |                            |
|                           |                            |   |
|                           |                            |
| RAGNAR NORBÄCK            |                            |
|                                |                                 |  |  |  |

 

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