**Exhibit 4.12**

 

**CONFORMEDCOPY**

 

**AMENDEDAND RESTATEDSUBORDINATED SHAREHOLDER LOAN AGREEMENT**

 

This agreementamends and restates, and replaces in its entirety, the Senior Subordinated LoanAgreement between Concordia Bus AB (“Bus”) as the lender and Concordia BusNordic AB (“Nordic”) as the borrower signed by the borrower on 28 February 2002,and replaced by agreement signed 22 December 2003 (the “InitialRestatement Date”) and amended and restated on 22 January 2004. Unlessotherwise specified, defined terms used in this agreement shall have themeanings assigned to them in the Mezzanine Facility Agreement entered into on orabout July 18, 2005 between, *inter alia*,Bus, Concordia Bus Nordic Holding AB and certain lenders named in thatagreement (the “**Mezzanine Facility Agreement**”).

 

# **1.**                                               Bus has on 27 February 2002 granted a SeniorSubordinated Loan to Nordic of SEK 501,299,922, of which SEK 166,927,467 isoutstanding at the date hereof (as the same may be increased in accordance withthis agreement or decreased as a result of repayments under Clause 4) (the “Loan”).On the date hereof the amount of accrued and unpaid interest on the Loan is SEK6,338,670. Prior to this agreement becoming effective, Bus has transferred toConcordia Bus Nordic Holding AB (“Holding”) all of its rights under thisAgreement. This Agreement restates and replaces the terms and conditions of theLoan whereby Nordic is the borrower and Concordia Bus Nordic Holding AB is thelender (the “Lender”).

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

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## 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 the Lender shall not demandthe repayment of any principal amount of the Loan and Nordic shall not beentitled to 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 be added to the principalamount of the Loan and shall bear interest in accordance with the terms of theMezzanine Facility Agreement.

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

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## 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, 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.

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# **5.**                                               Pursuant to an indenture made among Nordic and variousparties thereto as guarantors (the “Guarantors”) and Deutsche Bank Trust CompanyAmericas as trustee (the “Trustee”), dated 22 January 2004 (as the samemay be amended and supplemented from time to time, the “Indenture”) Nordic hasissued senior secured notes in the initial aggregate principal amount of€ 130,000,000 and may issue further notes thereunder (such initiallyissued notes and such further notes being referred to herein as the “Notes”).

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# **6.**                                               The Loan and all of the Lender’s rights pursuant to thisagreement shall be fully subordinated to the Notes and the obligations ofNordic under the Indenture on the terms, and shall otherwise be subject to theterms and conditions, set forth in Annex A attached hereto and hereby made apart of this agreement. References herein to this agreement shall includereferences to this agreement including Annex A hereto.

 

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# **7.**                                               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.

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

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# **9.**                                               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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# **10.**                                        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, be ineffectiveto the extent necessary without affecting or impairing the validity, legalityand enforceability of the other provisions hereof or of such provision in anyother jurisdiction. The parties agree that such illegal, invalid orunenforceable provision shall be deemed replaced by another provision whichcomes as close as possible to the purpose of this agreement.

 

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This agreementhas been established in three copies, of which each of the parties have receiveda copy.

 

 
| Concordia  Bus Nordic AB                      |   | Concordia  Bus Nordic Holding AB              |
|-----------------------------------------------|--------|-----------------------------------------------|
|                                          |   |                                          |
| By:  Ragnar Norbäck                      |   | By:  Frode Larsen                             |
| Place  and date: Stockholm July 18, 2005 |   | Place  and date: Stockholm July 18, 2005 |

 

 

Concordia BusAB

 

By: FrodeLarsen

Place anddate: Stockholm July 18, 2005

 

 

Accepted andagreed:

 

 

Deutsche BankTrust Company Americas, as trustee

 

By: Leigh Cobb

Place anddate:

 

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