**Exhibit4.15**

 

**CONFORMED COPY**

 

**SHAREHOLDERS’ CONTRIBUTIONLOAN AGREEMENT**

 

This agreementsets out the terms of the shareholders’ contribution made to Concordia Bus AB (“Bus”)by Concordia Bus Nordic AB (“Nordic”) in February 2003. Unless otherwisespecified, defined terms used in this agreement shall have the meaningsassigned to them in the Mezzanine Facility Agreement entered into on or aboutthe date hereof between, *inter alia*,Bus, Concordia Bus Nordic Holding AB and certain lenders named in that agreement(the “**Mezzanine Facility Agreement**”).

 

# **1.**                                               Nordic has undertaken to make a shareholders’ contributionto Bus in February 2003 of SEK 108,273,353, which remains outstanding.Consequently, Bus has a claim on Nordic in the amount of SEK 108,273,353 at thedate hereof (as the same may be increased in accordance with this agreement ordecreased as a result of repayments under Clause 4). Prior to this agreementbecoming effective, Bus has transferred to Concordia Bus Nordic Holding AB (“Holding”)its rights to receive SEK 80,000,000 of the shareholders’ contribution underthis Agreement (such transferred part of the shareholders’ contribution ishereinafter referred to as the “Loan”).

 

# **2.**                                               For so long as the Tranche C Facility is outstanding:

 

## 2.1                                          the Loan shall bear interestat an annual rate of 11% per annum (calculated on a 360-day basis) on theprincipal amount of the Loan;

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## 2.2                                          interest shall be paidsemi-annually in arrears, two business days before each Interest Payment Date,and upon the date the Loan is to be repaid in full (the “**Interest Date**”);

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## 2.3                                          the Loan shall be repaid infull on 15 October 2010 and prior to such date Bus shall not demand therepayment of any principal amount of the Loan and Nordic shall not be entitledto prepay any amount of the Loan outstanding; and

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## 2.4                                          without prejudice to Clause2.2, any interest that is not paid when due shall on the day following therelevant Interest Date be added to the principal

 

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amount of theLoan and shall bear interest in accordance with the terms of this Agreement.

 

# **3.**                                               For so long as the Tranche AFacility is outstanding:

 

## 3.1                                          the Loan shall bear interestat an annual rate of 11% per annum on the principal amount of the Loan;

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## 3.2                                          interest shall be paidsemi-annually in arrears on each Interest Date;

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## 3.3                                          on each Interest Date, Nordicshall repay an amount of the Loan outstanding which when taken together withthe interest payment calculated pursuant to sub-Clause 3.1 above, and theinterest payment made on or around the same Interest Date under the Amended andRestated Subordinated Shareholder Loan between Nordic and Holding is equal tothe Cash Interest payable on the Tranche A Facility on the corresponding InterestPayment Date (as defined in the Mezzanine Facility Agreement); and

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## 3.4                                          without prejudice to Clause 3.2,any interest that is not paid when due shall be added to the principal amountof the Loan and shall bear interest in accordance with the terms of theMezzanine Facility Agreement.

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# **4.**                                               Subject to sub-Clause 3.3 above, the Loan shall be repaidin full on the date which is two Business Days prior to the earlier of 1 February 2010and the date on which the Tranche A Advance is required to be repaid. Save asprovided in Clause 3.3 and Clause 4, Nordic may not repay the Loan without theconsent of Bus.

 

# **5.**                                               All terms of this agreement shall be binding upon, andinure to the benefit of and be enforceable by, the respective successors and permittedassigns of the parties hereto, and any transferee or assignee of the rightsunder the Loan shall take such rights subject to this agreement, including theterms and conditions of Annex A hereto.

 

# **6.**                                               This agreement shall be governed by and construed inaccordance with Swedish law.

 

# **7.**                                               All amendments to this agreement and any waiver with regardto this Agreement shall be made only in writing, and only by an agreementsigned by all the parties hereto. Neither Holding nor Bus may assign ortransfer its rights or obligations hereunder without the prior written consentof Bus.

 

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# **8.**                                               If, at any time, one or more provisions of this agreementis or becomes invalid, illegal or unenforceable in any respect under the lawsof any jurisdiction, such provision shall, as to such jurisdiction, beineffective to the extent necessary without affecting or impairing thevalidity, legality and enforceability of the other provisions hereof or of suchprovision in any other jurisdiction. The parties agree that such illegal,invalid or unenforceable provision shall be deemed replaced by anotherprovision which comes as close as possible to the purpose of this agreement.

 

This agreementhas been made in three copies, of which each of the parties have received one.

 

 
| Concordia  Bus Nordic AB                      | Concordia  Bus Nordic Holding AB              |
|-----------------------------------------------|-----------------------------------------------|
|                                          |                                          |
| /s/ RAGNAR  NORBÄCK                      |                                          | /s/ HARALD  ARNKVAERN |   |
| Place and  date: Stockholm July 18, 2005 | Place and  date: Stockholm July 18, 2005 |
|                                          |                                          |
|                                          |                                          |
| Concordia  Bus AB                             |                                          |
|                                          |                                          |
| /s/ HARALD  ARNKVAERN                         |                                          |   |
| Place and  date: Stockholm July 18, 2005 |                                          |
|                                               |                                               |  |  |  |

 

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