**Exhibit 4.10**

** **

**CONFORMEDCOPY**

 

**PLEDGEAGREEMENT**

** **

 

Dated July 18, 2005

 

 

between

 

Concordia Bus Nordic Holding AB

 

as Pledgor

 

and

 

Concordia Bus AB

 

as Pledgee

 

 

**SECOND RANKINGPLEDGE OF SHAREHOLDERS’ CONTRIBUTION LOAN**

 

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THIS SECOND RANKING **PLEDGE AGREEMENT** is dated July 18, 2005 and madebetween:

 

(1)**                                         ****CONCORDIA BUS NORDIC HOLDINGAB**(a companyincorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78,171 54 Solna, Sweden (corporate identity no 556028-1122), (the “**Pledgor**”); and

 

(2)                                          **CONCORDIA BUS AB (PUBL)**(a company incorporated under thelaws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 171 54 Solna, Sweden(corporate identity no 556576-4569), (the **“Pledgee”**).

 

**WHEREAS**:

 

##### a)                            ConcordiaBus Nordic AB (publ) (**“Nordic”**) hasundertaken in February 2003 to make a shareholders’ contribution to thePledgee, none of which has been paid by Nordic on the date hereof and thePledgee consequently had a claim on Nordic in the same amount;

#####  

##### b)                           pursuantto a sale and assignment agreement dated on or about the date (the “**Transfer Agreement**”) a part in the amount of SEK 80,000,000(the “**Loan**”) of the Pledgee’s rights to theContribution has been assigned to the Pledgor and such part of the claim hasbeen evidenced by an agreement made between Nordic and the Pledgor dated on orabout the date hereof (the “**Contribution Loan Agreement**”);

#####  

##### c)                            theSecurity Assets (as defined below) have been pledged, pursuant to a firstranking pledge agreement dated on or about the date hereof (the **“First Pledge Agreement”**) to Citicorp Trustee CompanyLimited in its capacity as security agent (the **“SecurityAgent”**) under a mezzanine facility agreement made between the Pledgorand the Pledgee as borrowers, Deutsche Bank Luxembourg S.A. as facility agentand the Security Agent (the “**Mezzanine Agreement**”);and

#####  

##### d)                           itis a condition precedent of the Transfer Agreement that the Pledgor enters intothis Pledge Agreement and hereby secures the Secured Obligations (as definedbelow).

#####  

**IT IS HEREBY AGREED**as follows:

 

# **1.**                                               DEFINITIONS AND INTERPRETATION

# ** **

## 1.1                                          Inthis Agreement:

##  

“**Finance Documents**”means this Agreement and the Transfer Agreement;

 

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“**Secured Obligations**”means all present and future obligations and liabilities (whether actual orcontingent and whether owed jointly or severally or in any other capacitywhatsoever) of the Pledgor to the Pledgee under or pursuant to the FinanceDocuments, in each case together with all costs, chargesand expenses incurred by the Pledgee in connection with the protection,preservation or enforcement of its respective rights against the Pledgor underthe Finance Documents; and

 

“**Security Assets**”means all the Pledgor’s rights under the Loan and the Contribution LoanAgreement in respect thereof.

 

## 1.2                                          Inthis Agreement, unless the contrary intention appears, a reference to:

##  

##### a)                  aprovision of law is a reference to that provision as amended or re-enacted,

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##### b)                 aperson includes its successors and assigns, and

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##### c)                  anydocument is a reference to that document as amended, novated or supplemented.

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## 1.3                                          Termsdefined in the Transfer Agreement shall have the same meanings when used inthis Agreement unless otherwise defined in this Agreement.

##  

## 1.4                                          If the Pledgee considers that in respect of an amount paid to thePledgee under a Finance Document there is a reasonable risk that such paymentwill be avoided or otherwise set aside on the liquidation or bankruptcy of the payeror otherwise, then that amount shall not be considered to have been irrevocablypaid for the purposes of this Agreement.

##  

# **2.**                                               PLEDGE

# ** **

## 2.1                                          ThePledgor hereby irrevocably and unconditionally, on the terms and conditions setout herein, pledges to the Pledgee all of the Pledgor’s rights, title andinterest in and to the Security Assets for the purpose of constituting a secondranking pledge, subject to the rights of the Security Agent under the FirstPledge Agreement, to secure the due and punctual performance of the SecuredObligations.

##  

## 2.2                                          Notwithstandinganything to the contrary herein or under applicable law as to the priority ofthe security granted by this Agreement, the security created hereunder issubject to, and subordinated to, and will at all times rank junior to thesecurity under the First Pledge Agreement.

 

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# **3.**                                               PERFECTION OF PLEDGE

# ** **

## 3.1                                          ThePledgor shall immediately at the execution of this Agreement

##  

##### a)                            notifythe Security Agent of the pledge created hereunder by sending a notice insubstantially the form set out in **Schedule 1,**and

#####  

##### b)                           notifyNordic of the pledge created hereunder by sending a notice in substantially theform set out in **Schedule 2**.

#####  

# **4.**                                               REPRESENTATIONS AND WARRANTIES

# ** **

## 4.1                                          ThePledgor represents and warrants to the Pledgee that:

##  

##### a)                  itis a limited liability company duly incorporated and validly existing under thelaws of Sweden;

#####  

##### b)                 thePledgor has the power to enter into, deliver and perform, and has taken allnecessary action to authorize the entry into, delivery and performance of thisAgreement and the transactions contemplated by this Agreement;

#####  

##### c)                  thisAgreement constitutes legally valid and binding obligations of the Pledgorenforceable in accordance with its terms (except as such enforcement may belimited by any relevant bankruptcy, insolvency, receivership or similar lawsaffecting creditors’ rights generally);

#####  

##### d)                 thisAgreement does not and will not breach or constitute a default under theconstitutional documents of the Pledgor or any law or regulation by which thePledgor is bound;

#####  

##### e)                  thisAgreement constitutes a second ranking pledge, subject to the rights of theSecurity Agent and the secured parties under the First Pledge Agreement, enforceableagainst the Pledgor, a liquidator or receiver of the Pledgor and third partycreditors of the Pledgor;

#####  

##### f)                    thePledgor is the sole, absolute and beneficial owner of the Security Assets; and

#####  

##### g)                 otherthan as created pursuant to this Agreement and the First Pledge Agreement andas otherwise permitted under the Mezzanine Agreement, the Security Assets arefree from any encumbrances.

 

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# **5.**                                               COVENANTS BY THE PLEDGOR

# ** **

## 5.1                                          ThePledgor hereby covenants with each of the Secured Parties that during thecontinuance of this Agreement the Pledgor will:

##  

##### a)                  notsell, transfer or otherwise dispose of the Security Assets or any part thereofor interest therein or permit the same to occur;

#####  

##### b)                 notgrant any option in or over the Security Assets;

#####  

##### c)                  notcreate or permit to subsist any security interests on, over, with respect to orotherwise affecting the whole or any part of the Security Assets (other than theFirst Pledge Agreement and Permitted Security Interest as defined in theMezzanine Agreement and except for the rights of the Pledgee under thisAgreement, any secured party under a Permitted Security Interest (as defined inthe Mezzanine Agreement) and any secured party under the First Pledge Agreement);

#####  

##### d)                 nothold any security from any other person in respect of the Pledgor’s liabilityunder this Agreement; and

#####  

##### e)                  thePledgor shall at any time, if and when required by the Pledgee and at thePledgor’s cost, promptly and duly do all such further acts and execute anddeliver any and all such further documents as may in the reasonable opinion ofthe Pledgee be necessary in order to give full effect to this Agreement and tosecure to the Pledgee the full benefit of the rights, powers and remediesconferred upon it in this Agreement, and the Pledgor shall use its best endeavoursto obtain any third party consent where such consent is required in order togive full effect to such act or document.

#####  

## 5.2                                          Clause 5.1 is subject to Clause 19.18 of the Mezzanine Agreement, thecontents of which shall apply mutatis mutandis to the restrictions set out inClause 5.1.

##  

# **6.**                                               CONTINUING SECURITY

# ** **

## 6.1                                          Thesecurity constituted by this Agreement shall be a continuing security and shallnot be considered as satisfied or discharged by any intermediate payment orsettlement of the whole or any part of the Secured Obligations and shall bebinding until all the Secured Obligations have been irrevocably paid or dischargedin full.

##  

## 6.2                                          Untilall the Secured Obligations have been irrevocably paid or discharged in full thePledgee may refrain from applying or enforcing any other security, monies orrights held or received by the Pledgee or apply and enforce the same in suchmanner and order as the Pledgee sees fit and the Pledgor shall not be entitledto the benefit of the same and waives any rightit may have of first requiring the Pledgee

 

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## toproceed against or enforce any other right or security or claim payment fromany other person before enforcing this Agreement.

##  

## 6.3                                          ThisAgreement is in addition to any present and future guarantee, collateral, lienor other security held by the Pledgee. The Pledgee’s rights hereunder are inaddition to and not exclusive of those provided by law and may be exercisedfrom time to time and as often as the Pledgee deems expedient.

##  

# **7.**                                               EXERCISE OF PLEDGE AND APPLICATION OF MONIES

# ** **

## 7.1                                          Uponthe Pledgee serving notice on the Pledgor following the occurrence of an eventof default under the Finance Documents, demanding the immediate repayment ofany outstanding amount of the Secured Obligations and at all times thereafter,so long as the same shall be continuing, and subject to the rights of theSecurity Agent under the First Pledge Agreement, the Pledgee may, in additionto any other remedies provided in the Finance Documents or by applicable law enforceits rights hereunder in such manner, acting with due care as the Pledgee in itssole discretion deems fit, and the Pledgee shall not be liable for any lossarising from or in connection with such enforcement, provided that it has actedwith due care.

##  

## 7.2                                          Allcosts and expenses (including legal fees) incurred by the Pledgee in connectionwith the enforcement of the security created by this Agreement shall be borneby the Pledgor and the Pledgor shall indemnify and hold the Pledgee harmless inrespect of such costs and expenses.

##  

## 7.3                                          Chapter10 Section 2 of the Swedish Commercial Code (*Sw:Handelsbalken 10:2*) shall not apply to this Agreement.

##  

## 7.4                                          Allmonies received by the Pledgee under or by virtue of the pledge created by thisAgreement or by law or in exercise of the rights, powers and remedies underthis Agreement or by law shall be applied by the Pledgee in the manner andorder set out in the Assignment Agreement.

##  

## 7.5                                          For the purpose of enforcing the security created by this Agreement uponthe occurrence of an event of default under the Finance Documents, the Pledgorirrevocably authorizes and empowers the Pledgee to act in the name of thePledgor, and on behalf of the Pledgor to do all acts and take any necessary orappropriate steps in respect of the sale of the Security Assets. The power ofattorney set out in this Clause 7.5 shall be valid for as long as thisAgreement remains in force.

 

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# **8.**                                               DISCHARGE OF THE SECURITY ASSETS

# ** **

## 8.1                                          ThePledgee may, and upon the irrevocable payment or discharge in full of theSecured Obligations, shall or shall procure that its nominees or agents shall (asthe case may be) at the request and cost of the Pledgor discharge to thePledgor all the right, title and interest in or to the Security Assets of the Pledgeefree from the security in this Agreement.

##  

## 8.2                                          Anyrelease, discharge or settlement between the Pledgor and Pledgee in relation tothis Agreement shall be conditional upon no disposition or payment to the Pledgeeby the Pledgor or any other person being avoided, set aside or ordered to berefunded pursuant to any law relating to insolvency or for any other reason.

##  

## 8.3                                          Ifany such disposition or payment is avoided, set aside or ordered to be refundedthe Pledgor shall retransfer the Security Assets to the Pledgee and the Pledgeeshall be entitled to enforce this Agreement against the Pledgor as if suchrelease, discharge or settlement had not occurred and any such disposition orpayment not been made.

##  

# **9.**                                               WAIVERS

# ** **

## 9.1                                          Theliability of the Pledgor under this Agreement shall not be prejudiced, affectedor diminished by any act, omission, circumstance or matter which but for thisprovision might operate or release or otherwise exonerate the Pledgor from itsobligations under this Agreement in whole or in part, including withoutlimitation and whether or not known to the Pledgor or the Pledgee;

##  

##### a)                  anytime or waiver granted to or composition with any other person;

#####  

##### b)                 thetaking, variation, compromise, renewal or release of or refusal or neglect toperfect or enforce any rights, remedies or securities against any other person;

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##### c)                  anylegal limitation, disability, incapacity or other circumstances or thebankruptcy, liquidation or change in the name or constitution of any other person;

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##### d)                 anyvariation or extension, any increase, exchange, renewal, surrender, release orloss of or failure to perfect any security or of any non-observance of anyformality in respect of any instruments; and

#####  

##### e)                  anyunenforceability or invalidity of the Secured Obligations or of any obligationsof any other person or security, to the intent that the Pledgor’s obligationsunder this Agreement shall remain in full force and this

 

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##### Agreement beconstrued accordingly as if there were no such unenforceability or invalidity.

#####  

## 9.2                                          Anywaiver by the Pledgee of any terms of this Agreement or any consent or approvalgiven by any of them under it shall be effective only if given in writing andthen only for the purpose and upon the terms and conditions (if any) on whichit is given. No delay or omission on the part of the Pledgee in exercising anyright or remedy under this Agreement shall impair that right or remedy oroperate as or be taken to be a waiver of it nor shall any single, partial ordefective exercise of any such right or remedy preclude any other or furtherexercise under this Agreement of that or any other right or remedy.

##  

# **10.**                                        INDEMNITY

# ** **

##### The Pledgor shall,in accordance with the terms of Clause 14.3 of the Mezzanine Agreement,indemnify the Security Agent for any costs, expenses and liability as describedtherein and for the purpose hereof any reference to “the Borrower” in Clause14.3 shall be deemed to be a reference to the Pledgor and any reference to theFinance Documents should be deemed to be a reference to this Agreement.

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# **11.**                                        MISCELLANEOUS

# ** **

## 11.1                                    ThePledgor may not assign any of its rights under this Agreement. The Pledgee mayassign all or any part of their rights under this Agreement in accordance with,and in connection with a transfer under, the Transfer Agreement.

##  

## 11.2                                    ThisAgreement shall remain in full force and effect notwithstanding any amendmentsor variations from time to time to any of the Finance Documents and allreferences to a Finance Document herein shall be taken as referring to thatFinance Document as amended or varied from time to time (including, withoutlimitation, any increase in the amount of the Secured Obligations).

##  

## 11.3                                    Ifany provision of this Agreement is or becomes illegal, invalid or unenforceablethat shall not affect the validity or enforceability of any other provision ofthis Agreement.

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## 11.4                                    ThisAgreement may be executed in any number of counterparts and this shall have thesame effect as if the signatures on the counterparts were on a single copy ofthis Agreement.

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## 11.5                                    Allsums payable by the Pledgor under this Agreement shall be paid without any set-off,counterclaim, withholding or deduction whatsoever unless required by law inwhich event the Pledgor will, simultaneously with making the relevant payment

 

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## under thisAgreement, pay to the Pledgee such additional amount as will result in thereceipt by the Pledgee of the full amount which would otherwise have beenreceivable and will supply the Pledgee promptly with evidence satisfactory tothe Pledgee that the Pledgor has accounted to the relevant authority for thesum withheld or deducted.

##  

## 11.6                                    Anystatement, certificate or determination of the Pledgee as to the amount of theSecured Obligations or (without limitation) any other matter provided for inthis Agreement shall in the absence of manifest error be conclusive and bindingon the Pledgor.

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# **12.**                                        NOTICES

# ** **

## 12.1                                    Eachnotice or other communication to be given under this Agreement shall be givenin writing in English and, unless otherwise provided, shall be made by fax orletter.

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## 12.2                                    Anynotice or other communication to be given by one party to another under thisAgreement shall (unless one party has by 15 days’ notice to the other partyspecified another address) be given to that other party at the respectiveaddresses given in Clause 12.3.

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## 12.3                                    Theaddress and fax number of the Pledgor and the Pledgee are:

##  

(A)            the Pledgor:

 

Concordia Bus Nordic Holding AB

 

Solna Strandväg 78, 171 54 Solna

 

Attention: Chairman of the Board

 

Fax: +46 8 546 300 10

 

(B)              the Pledgee:

 

Concordia Bus AB (publ)

 

Solna Strandväg 78, 171 54 Solna

 

Attention: Chairman of the Board

 

Fax: +46 8 546 300 10

 

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## 12.4                                    Anynotice or other communication given by one party to another shall be deemed tohave been received:

##  

##### a) if sent byfax, with a confirmed receipt of transmission from the sending machine, on theday on which transmitted;

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##### b) in the case ofa notice given by hand, on the day of actual delivery; and

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##### c) if posted, onthe second business day or, in the case of airmail, the fifth business dayfollowing the day on which it was dispatched by first class mail postageprepaid or, as the case may be, airmail postage prepaid,

#####  

provided that a notice given in accordance with theabove but received on a day which is not a business day or after normalbusiness hours in the place of receipt shall be deemed to have been received onthe next business day.

 

# **13.**                                        GOVERNING LAW AND JURISDICTION

# ** **

## 13.1                                    ThisAgreement is governed by and shall be construed in accordance with Swedish law.

##  

## 13.2                                    Theparties agree that the courts of Sweden shall have jurisdiction to settle anydisputes which may arise in connection with this Agreement and that any final (*Sw: lagakraftvunnen*) judgment or order of a Swedish court inconnection with this Agreement is conclusive and binding on them and may beenforced against them in the courts of any other jurisdiction. This Clause 13.2is for the benefit of the Secured Parties only and shall not limit the right ofany of the Secured Parties to bring proceedings against the Pledgor inconnection with any Finance Document in any other court of competentjurisdiction or concurrently in more than one jurisdiction.

 

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Signatories

 

 

The Pledgor

 

**CONCORDIA BUS NORDICHOLDING AB**

 

 
| /s/ HARALD ARNKVAERN |   |
|----------------------|--------|

 

 

The Pledgee

 

**CONCORDIA BUS AB (PUBL)**

 

 
| /s/ HARALD ARNKVAERN |   |
|----------------------|--------|

 

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**Schedule 1**

** **

**FORM OF NOTICE**

** **

To:

 

Citicorp Trustee Company Limited

 

 

Dear Sirs,

 

Concordia BusNordic AB (publ) has undertaken to make a shareholders’ contribution to Concordia BusAB (publ) in the amount of SEK 108,273,353 and Concordia Bus AB (publ) has aclaim on Concordia Bus Nordic AB (publ) in that amount. Of that claim,Concordia Bus AB (publ) has transferred to us all of its rights to an amount ofSEK 80,000,000 (the “**Transferred Amount**”)and Concordia Bus Nordic AB’s (publ) obligation to pay the TransferredAmount has been evidenced by a shareholders’ contribution loan agreement datedon or about the date hereof.

 

This notice issent to you pursuant to a second ranking pledge agreement (the “**Agreement**”) made between Concordia Bus Nordic Holding AB (the“**Pledgor**”) and Concordia Bus AB (publ) (the**“Pledgee”**) on [        ] 2005. Under the Agreement, the Pledgorhas pledged, subject to the rights of the Security Agent under a first rankingpledge (the “**First Pledge**”), all the Pledgor’s rights to the Transferred Amountand under the shareholders’ contribution loan agreement in the respect thereof.

 

Upon therelease of the First Pledge and for as long as the pledge created by theAgreement remains in force you must deliver all payments of the TransferredAmount to no one other than the Pledgee (or any third party other than thePledgor directed by the Pledgee). You may specifically not let the Pledgor,directly or through a third party, receive payments on, or otherwise come intopossession, of the Transferred Amount.

 

Date: [  ]

 

Concordia BusNordic Holding AB

 
|   |   |
|--------|--------|
|   |
| Name:  |

 

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We herebyacknowledge receipt of this notice. We confirm that we undertake to act asaforesaid throughout the term of the Agreement.

 

Date: [  ]

 

Citicorp Trustee Company Limited

 

 
|   |   |
|--------|--------|
|   |
| Name:  |

 

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**Schedule 2**

** **

**FORM OF NOTICE**

** **

To:

 

Concordia Bus Nordic AB (publ)

 

 

Dear Sirs,

 

 

You have undertaken to make a shareholders’ contribution to ConcordiaBus AB (publ) in the amount of SEK 108,273,353 and Concordia Bus AB (publ) hasa claim on you in that amount. Of that claim, Concordia Bus AB (publ) hastransferred to us all of its rights to an amount of SEK 80,000,000 (the “**Transferred Amount**”) and your obligation to pay theTransferred Amount has been evidenced by a shareholders’ contribution loanagreement dated on or about the date hereof.

 

We hereby give you notice that by a second ranking pledge agreement of [  ] (the “**Pledge Agreement**”)we have pledged, subject to the rights of the SecurityAgent under a first ranking pledge (the “**First Pledge**”), to Concordia Bus AB (publ) (the **“Pledgee”**) as security for our obligations under a sale andassignment agreement dated [  ] (the **“Transfer Agreement”**), all of our rights to the TransferredAmount and under the shareholders’ contribution loan agreement in respectthereof.

 

The assets pledged consist of our claim on you to payment of the TransferredAmount, and you are therefore, upon the release of the First Pledge, to effectany payment on the Transferred Amount in accordance with instructions receivedfrom the Pledgee (to such account as the Pledgee or its nominee may from timeto time designate in writing for this purpose).

 

We kindly request that you confirm your receipt and acknowledgement ofthe above by returning signed copies of this notification to the Pledgee andourselves.

 

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Concordia Bus Nordic Holding AB

 

 
|   |   |
|--------|--------|
|   |
| by:    |

 

 

We hereby confirm our receipt and acknowledgement of the above.

 

 

Concordia Bus Nordic AB (publ)

 

 
|   |   |
|--------|--------|
|   |
| by:    |

 

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