**Exhibit 4.13**

 

**CONFORMEDCOPY**

 

**SUBORDINATIONSTATEMENT – SUBORDINATEDSHAREHOLDER LOAN**

 

Capitalizedterms used in this Annex A have the meanings given to such terms in the Amendedand Restated Subordinated Shareholder Loan Agreement (the “Agreement”) to whichthis statement is attached.

 

Lender acknowledgesreceipt of a copy of the Indenture and the form of the Notes and is familiarwith the terms and conditions thereof.

 

Inconsideration of the Trustee entering into the Indenture, for itself and onbehalf of the holders from time to time of the Notes (the “Holders”), and theinitial Holders purchasing the Notes, the Lender does hereby as lender underthe Agreement and the Loan irrevocably and unconditionally confirm andundertake to and agree with the Trustee, for itself and on behalf of theHolders, until all obligations to the Trustee and the Holders under theIndenture and any other documents ancillary thereto have been fully andindefeasibly discharged, that:

 

##### a)                            All of the Lender’s rights inconnection with the Agreement, including the Loan thereunder, shall be subjectin right of payment to the extent and in the manner hereinafter set forth andshall rank junior to and shall be subordinated to the rights of the Trustee andthe Holders under the Indenture and the Notes, in each case until allobligations under the Indenture and the Notes are unconditionally andirrevocably fully paid or discharged in cash, and the Lender shall not beentitled to receive any payments under the Agreement, other than paymentspermitted pursuant to the immediately succeeding sentence, by way of principal,interest or otherwise, whether in cash, by transfer of assets or otherwise, aslong as any amount is owing by Nordic or any Guarantor under the Indenture orthe Notes. In accordance with section 1009(2)(c) of the Indenture, solong as no Default or Event of Default (as such terms are defined in theIndenture) has occurred and is continuing or would be caused thereby, theforegoing shall not prohibit payments of amounts due under the Loan, in anaggregate amount of up to the value of payments of interest (and interest that has been capitalised) to be madein respect of the Tranche A Facility and the Tranche C Facility 

 

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##### of the Mezzanine Facility (as such termsare defined in the Indenture), to be applied to such payment, provided that nosuch payment may be made by Nordic more than 7 days in advance of the date ofsuch interest payment on the Tranche A Facility and the Tranche C Facility ofthe Mezzanine Facility becomes due and payable. Any payment received by us inconnection with the Agreement, including the Loan, in violation of thiscommitment shall forthwith be paid to the Trustee on behalf of itself and theHolders for reduction of the amount outstanding under the Indenture and/or theNotes.

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##### b)                           The Lender agrees that it willnot, and does explicitly waive the right to, (i) declare any breach ordefault in connection with the Agreement, terminate the Agreement or acceleratethe Loan or any part thereof or otherwise declare any of the Loan prematurelypayable or due; (ii) declare bankruptcy of Nordic or commence any proceedingsagainst Nordic in respect of the Agreement or the Loan, or enforce theAgreement or the Loan by attachment or execution or by initiating or supportingany proceeding or action in respect of the bankruptcy, insolvency, liquidation,dissolution, winding-up, administration, receivership or judicialreorganization of Nordic or any of its assets; (iii) take any actionagainst any assets of Nordic or demand or receive any security in respect ofthe Agreement or the Loan; or (iv) commence any other action or proceedingagainst Nordic, or sue, claim, take or recover (including by exercising anyright or set off) against Nordic, or obtain or enforce any judgment againstNordic, in respect of the Agreement or the Loan or any part thereof or take anyother enforcement action in respect of the Agreement or the Loan or any partthereof.

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##### c)                            The Lender hereby agrees thatthe subordination effected hereby shall be in addition to and shall notprejudice or affect any security or any right or remedy of the Trustee or theHolders in respect of the Indenture or the Notes whether from Nordic or anyGuarantor or any other person nor shall the provisions hereof be prejudiced oraffected by (i) any security or right or remedy of the Trustee or theHolders in respect of the Indenture or the Notes; (ii) any time orindulgence granted by the Trustee or the Holders to the Nordic or any Guarantoror to any other person; (iii) any variation, amendment, supplement orextension of the terms of any security in respect of the Indenture or theNotes, or any dealing with, exchange, release or invalidity of any suchsecurity; (iv) any arrangement or compromise made between the Trusteeand/or the Holders and any of Nordic or the Guarantors 

 

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##### or any other person; (v) any omissionon the part of the Trustee or any Holder to enforce any of their rights againstany of Nordic or the Guarantors or any other person or any security; (vi) thefiling for bankruptcy or insolvency proceedings in relation to Nordic and/orany Guarantor; and (vii) any other fact or circumstance whatsoever whetheror not similar to any of the foregoing which could or might in any way diminishthe Lender’s obligations hereunder or the rights of the Trustee or the Holdersunder this Subordination Statement or the remainder of the Agreement.

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##### d)                           This Subordination Statementshall not restrict the right of the Lender to create any security interest overits rights and interests under the Agreement or to transfer or novate itsrights and obligations under the Agreement to any person (for the avoidance ofdoubt such security interest or transferred or novated rights or obligationsbeing subject to this Subordination Statement).

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TheLender acknowledges and agrees that the Trustee, for itself and on behalf ofthe Holders, is intended to be a beneficiary of this Subordination Statementand that this statement is a contract for their benefit.

 

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ThisSubordination Statement shall be governed by Swedish law with Stockholmdistrict court as nonexclusive legal venue.

 

July 18,2005

 

TheLender:

 

ConcordiaBus Nordic Holding AB

 

By:

 

Name: FrodeLarsen

 

 

Acknowledgedand agreed:

 

Theborrower:

 

ConcordiaBus Nordic AB

 

By:

 

Name:Ragnar Norbäck

 

 

Acknowledgedand agreed:

 

ConcordiaBus AB (publ)

 

By:

 

Name:Frode Larsen

 

 

Acknowledgedand agreed:

 

DeutscheBank Trust Company Americas as trustee

 

By:

 
| Name: Leigh Cobb |   | Clare Benson |
|------------------|--------|--------------|

 

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