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Exhibit 10.13  


 
 

FIRST RANKING PLEDGE
  OF FLOATING CHARGE    
    
    Dated 22 January, 2004    
    
    between    
    
    Alpus AB    
    
    as Pledgor    
    
    and    
    
    Deutsche
Trustee Company Limited    
    
    as Security Trustee    
    
    PLEDGE OF FLOATING CHARGE    
    
    ADVOKATFIRMAN LINDAHL    









 



        THIS
PLEDGE AGREEMENT is dated 22 January, 2004 and made between: 



	(1)
	ALPUS AB (a company incorporated under the laws of Sweden) of c/o Swebus AB, Solna Strandväg 78, 151 54 Solna, Sweden
(corporate identity no 556611-8571), (the "Pledgor"); and



	(2)
	DEUTSCHE TRUSTEE COMPANY LIMITED of Winchester House; 1 Great Winchester Street; London EC2N 2DB, on its own behalf and
as duly authorized representative of each of the Secured Parties (the "Security Trustee", which expression shall include each successor Security Trustee
appointed from time to time) 




WHEREAS: 




	a)
	by
an indenture made among the Pledgor, Swebus Busco AB, Swebus Express AB, Interbus AB, Swebus Fastigheter AB, Swebus AB, Enköping-Bålsta Fastighetsbolag
AB, Malmfältens Omnibus AB, Concordia Bus Finland Oy Ab, Ingenjor M.O: Schoyen Bilcentraler AS, Concordia Bus Nordic Holding AB as guarantors, Concordia Bus Nordic AB (publ) (the
"Issuer") and Deutsche Bank Trust Company Americas as trustee (the "Trustee"), dated 22 January, 2004
(the "Indenture") the Issuer has issued senior secured notes in the aggregate principal amount of € 130,000,000 (the
"Notes");



	b)
	the
Pledgor has pursuant to the Indenture issued a guarantee dated 22 January, 2004 (the "Guarantee") in favour of the Holders (as
defined below), the Trustee and the Security Trustee;



	c)
	it
is a condition precedent of the Indenture that the Pledgor enters into this Pledge Agreement and hereby secures the Secured Obligations (as defined below); and



	d)
	the
Security Assets (as defined below) presently are held by Nordea Bank Norge ASA ("Nordea") as a first ranking security under an
amended and restated facility agreement dated February 15, 2002 (the "Senior Facility"). 





        IT IS HEREBY AGREED as follows: 


1.     DEFINITIONS AND INTERPRETATION  



	1.1
	In
this Agreement: 





"Closing Date" means the date on which (i) the proceeds of the Notes have been received by the Trustee and (ii) the Senior Facility has
been discharged by payment to Nordea of an amount of such proceeds sufficient to prepay the Senior Facility in full; 


"Finance Documents" means the Security Documents, the Guarantee and the Indenture; 


"Floating Charge" means the first ranking pledge over the Security Assets created by this Agreement; 


"Floating Charge Certificates" means the floating charge certificates (Sw.
företagshypoteksbrev) in the aggregate amount of SEK 600,000 within 600,000 (Sw: SEK 600.000 inom SEK 600.000),
granted in all the business operations as the Pledgor from time to time carries out in Sweden; 


"Holders" means, from time to time, the holders of the Notes, and a "Holder" means any one of them; 


"Nordea Pledge" means the pledge over the Security Assets under the Senior Facility; 


"Proceeds" means the proceeds from the sale of the Security Assets in respect of the Security Assets, after deduction of all costs and expenses
(including legal fees) incurred by the Secured 




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Parties
in connection with the enforcement of this Agreement and the sale of the Security Assets; 


"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in
any other capacity whatsoever) of the Pledgor under the Guarantee together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or
enforcement of its respective rights under the Guarantee; 


"Secured Parties" means all and each of the Security Trustee and the Trustee (as represented by the Security Trustee) on their own behalf and as duly
authorized representative of the Holders; 


"Security Assets" means the Floating Charge Certificates and all the Pledgor's property, (except for such property excluded by law as defined under the
Floating Charges Act (Sw: Lag (2003:528) om företagsinteckning)) secured by the Floating Charge (including, without limitation, the
Proceeds); and 


"Security Documents" means this Agreement and any other agreement or documents defined as a Security Document in the Indenture. 



	1.2
	In
this Agreement, unless the contrary intention appears, a reference to:



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



	b)
	a
person includes its successors and assigns, and



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






	1.3
	Terms
defined in the Indenture shall have the same meanings when used in this Agreement unless otherwise defined in this Agreement.



	1.4
	If
either the Security Trustee or the Trustee considers that in respect of an amount paid to a Secured Party under a Finance Document there is a reasonable risk that such payment will
be avoided or otherwise set aside on the liquidation or bankruptcy of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Agreement. 




2.     PLEDGE  



	2.1
	The
Pledgor hereby irrevocably and unconditionally, on the terms and conditions set out herein, pledges to each of the Secured Parties represented by the Security Trustee in its
capacity as duly authorized representative for the Secured Parties and on its own behalf all of the Pledgor's rights, title and interest in and to the Security Assets for the purpose of constituting a
first ranking pledge to secure the due and punctual performance of the Secured Obligations. 




3.     PERFECTION OF PLEDGE  



	3.1
	The
Pledgor shall immediately upon the execution of this Agreement deliver to a third party as directed by the Security Trustee the Floating Charge Certificates or procure that such
delivery is made in accordance with Clause 3.3.



	3.2
	The
Pledgor shall do all things and acts requested by the Security Trustee to assist the Security Trustee in notifying the Floating Charge Register of the Encumbrance created by this
Agreement by sending an application and notice to the Register in the form set out in Schedule 1. 



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	3.3
	On
the Closing Date the Pledgor shall procure



	a)
	that
a third party as directed by the Security Trustee receives from Nordea all Floating Charge Certificates, which shall be duly endorsed in blank by the Pledgor, whereupon a third
party as directed by the Security Trustee shall hold the Floating Charge Certificates as duly authorised representative of the Secured Parties; and



	b)
	that
Nordea notifies the Floating Charge Register of the release of the Nordea Pledge over the Floating Charge.






	3.4
	The
Pledgor shall throughout the term of this Agreement do all things and acts requested by the Security Trustee to assist the Security Trustee in taking all actions required to
perfect and maintain the perfection of the pledge created by this Agreement. 




4.     REPRESENTATIONS AND WARRANTIES  



	4.1
	The
Pledgor represents and warrants to each of the Secured Parties that:



	a)
	it
is a limited liability company duly incorporated and validly existing under the laws of Sweden;



	b)
	the
Pledgor has the power to enter into, deliver and perform, and has taken all necessary action to authorize the entry into, delivery and performance of this Agreement and the
transactions contemplated by this Agreement;



	c)
	this
Agreement constitutes legally valid and binding obligations of the Pledgor enforceable in accordance with its terms (except as such enforcement may be limited by any relevant
bankruptcy, insolvency, receivership or similar laws affecting creditors' rights generally);



	d)
	this
Agreement does not and will not breach or constitute a default under the constitutional documents of the Pledgor or any document, instrument or obligation, law or regulation to
which the Pledgor is a party or by which it is bound;



	e)
	this
Agreement constitutes a first ranking pledge enforceable against the Pledgor and a liquidator or receiver of the Pledgor and third party creditors of the Pledgor;



	f)
	all
necessary consents and authorizations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force
and effect;



	g)
	the
Pledgor is the sole, absolute and beneficial owner of the Security Assets; and



	h)
	other
than as created pursuant to this Agreement the Security Assets are free from any encumbrances.






	4.2
	The
representations and warranties set out in Clause 4.1 above are made on the date of this Agreement and are deemed to be repeated by the Pledgor on each date for interest
payment under the Indenture with reference to the facts and circumstances then existing. 






5.     COVENANTS BY THE PLEDGOR  



	5.1
	The
Pledgor hereby covenants with each of the Secured Parties that during the continuance of this Agreement the Pledgor will:



	a)
	not
hold any security from any other person in respect of the Pledgor's liability under this Agreement; 






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	b)
	not
create or permit to subsist any Lien on, over, with respect to or otherwise affecting the whole or any part of the Security Assets (other than Permitted Liens under the Indenture
and except for the rights of the Secured Parties under this Agreement).






	5.2
	The
Pledgor shall at any time, if and when required by the Security Trustee and at the Pledgor's cost, promptly and duly do all such further acts and execute and deliver any and all
such further documents as may in the opinion of the Security Trustee be necessary in order to give full effect to this Agreement and to secure to the Security Trustee the full benefit of the rights,
powers and remedies conferred upon it in this Agreement, and the Pledgor shall use its best endeavors to obtain third party consent where such consent is required in order to give full effect to such
act or document. 




6.     CONTINUING SECURITY  



	6.1
	The
security constituted by this Agreement shall be a continuing security and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole
or any part of the Secured Obligations and shall be binding until all the Secured Obligations have been irrevocably paid and discharged in full.



	6.2
	Until
all the Secured Obligations have been irrevocably paid and discharged in full any Secured Parties may refrain from applying or enforcing any other security, monies or rights
held or received by that Secured Party or apply and enforce the same in such manner and order as the Secured Party or the Security Trustee sees fit and the Pledgor shall not be entitled to the benefit
of the same and waives any right it may have of first requiring a Secured Party or the Security Trustee to proceed against or enforce any other right or security or claim payment from any other person
before enforcing this Agreement.



	6.3
	This
Agreement is in addition to any present and future guarantee, collateral, lien or other security held by the Security Trustee. The Secured Parties' rights hereunder are in
addition to and not exclusive of those provided by law and may be exercised from time to time and as often as the Security Trustee deems expedient. 




7.     EXERCISE OF PLEDGE AND APPLICATION OF MONIES  



	7.1
	Upon
the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the
Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee, may, in addition to any other remedies provided herein or in the Indenture or by
applicable law apply for realisation of the Floating Charge in accordance with the procedures laid down in the Floating Charges Act (Sw: Lag (2003:528) om
företagsinteckning), the 1981 Code of Execution (Sw: Utsökningsbalken) and the Bankruptcy Act
(Sw: Konkurslagen (1987:672).



	7.2
	All
costs and expenses (including legal fees) incurred by the Security Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the
Pledgor and the Pledgor shall indemnify and hold the Security Trustee harmless in respect of such costs and expenses.



	7.3
	All
monies received by the Security Trustee, in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and
order set out in the Indenture.



	7.4
	Chapter
10 Section 2 of the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement. 



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8.     DISCHARGE OF THE SECURITY ASSETS  



	8.1
	Subject
to Clause 6.1, upon the irrevocable payment or discharge in full of the Secured Obligations the Security Trustee shall or shall procure that its nominees or agents
shall (as the case may be) at the request and cost of the Pledgor discharge to the Pledgor all the right, title and interest in or to the Security Assets of the Security Trustee and the Secured
Parties free from the security in this Agreement.



	8.2
	Any
release, discharge or settlement between the Pledgor and the Security Trustee in relation to this Agreement shall be conditional upon no disposition or payment to the Security
Trustee or any Secured Party by the Pledgor or any other person being avoided, set aside or ordered to be refunded pursuant to any law relating to insolvency or for any other reason.



	8.3
	If
any such disposition or payment is avoided, set aside or ordered to be refunded the Pledgor shall retransfer the Security Assets to the Security Trustee and the Security Trustee
shall be entitled to enforce this Agreement against the Pledgor as if such release, discharge or settlement had not occurred and any such disposition or payment not been made. 






9.     THE SECURITY TRUSTEE  



	9.1
	The
Security Trustee shall at all times act as the duly authorised representative (Sw: befullmäktigat ombud) of the
Secured Parties, and shall, when exercising its right and fulfilling its obligations under this Agreement, comply with the relevant provisions of the Security Trustee Agreement (as defined in the
Indenture).



	9.2
	The
Security Trustee may at any time (1) delegate to any person all or any of its rights, powers and discretions under this Agreement on such terms (including the power to
subdelegate) as the Security Trustee sees fit and (2) employ agents, managers, employees, advisers and others on such terms as the Security Trustee sees fit for any of the purposes set out in
this Agreement, provided that in each such case it uses due care in selecting such delegate. 




10.   WAIVERS  



	10.1
	The
Pledgor agrees that if the security created by this Agreement is enforced it will not exercise and hereby waives any right which the Pledgor might otherwise have against any
other person by reason of subrogation or otherwise



	a)
	to
take the benefit of any security granted to the Secured Parties pursuant to any Finance Document, and/or



	b)
	to
be indemnified by any other person 










and
any such person is hereby released from all obligations in respect of such a claim. 



	10.2
	The
liability of the Pledgor under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance or matter which but for this provision might
operate or release or otherwise exonerate the Pledgor from its obligations under this Agreement in whole or in part, including without limitation and whether or not known to the Pledgor or any Secured
Party;



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



	b)
	the
taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any other person; 






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	c)
	any
legal limitation, disability, incapacity or other circumstances or the bankruptcy, liquidation or change in the name or constitution of any person;



	d)
	any
variation or extension, any increase, exchange, renewal, surrender, release or loss of or failure to perfect any security or of any non-observance of any formality in
respect of any instruments; and



	e)
	any
unenforceability or invalidity of the Secured Obligations or of any obligations of any other person or security, to the intent that the Pledgor's obligations under this Agreement
shall remain in full force and this Agreement be construed accordingly as if there were no such unenforceability or invalidity.






	10.3
	Any
waiver by the Security Trustee or any Secured Party of any terms of this Agreement or any consent or approval given by any of them under it shall be effective only if given in
writing and then only for the purpose and upon the terms and conditions (if any) on which it is given. No delay or omission on the part of the Security Trustee or any Secured Party in exercising any
right or remedy under this Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it nor shall any single, partial or defective exercise of any such right or remedy
precludes any other further exercise under this Agreement of that or any other right or remedy. 




11.   INSURANCE  



	11.1
	The
Pledgor shall at all times during the subsistence of the security constituted by or pursuant to this Agreement cause all assets forming part of the Security Assets to be insured
and to be kept insured in such insurance office, in such amounts and against such risks as the Security Trustee may require from time to time but unless otherwise required in such insurance office of
repute as shall have been selected by the Pledgor on the equivalent basis as insurances are maintained by prudent companies carrying on businesses comparable with that of the Pledgor and on a
comparable scale as regards the assets insured, the insured risks and the classes of risk to be covered and the amount of the insurance cover.



	11.2
	The
Pledgor shall duly and punctually pay all premiums and other moneys due and payable under all such insurances as aforesaid and promptly upon request by the Security Trustee
produce to the Security Trustee the premium receipts or other evidence of the payment thereof. 



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	11.3
	The
Pledgor shall on demand by the Security Trustee, provide copies of all policies and other contracts of insurance relating to the Security Assets or any part thereof.



	11.4
	In
case of the Pledgor's non-compliance with Clauses 11.1-11.3 the Security Trustee may, but shall not be obliged to, effect or renew any such insurance as is
mentioned in Clause 11.1. The moneys expended by the Security Trustee when effecting or renewing any such insurance shall be reimbursed by the Pledgor to the Security Trustee on demand.



	11.5
	All
claims and moneys received or receivable under any such insurance as aforesaid shall at the direction of the Security Trustee be applied either in making good the loss or damage
in respect of which the same has been received or in or towards the discharge of the Secured Obligations. 




12.   INDEMNITY  



	12.1
	The
Pledgor will fully indemnify and hold harmless each Secured Party in respect of all liabilities and expenses incurred by it (1) in the execution or purported execution of
any rights, powers or discretion in accordance with this Agreement, (2) in the preservation or enforcement of its rights under this Agreement, and (3) on the release of any part of the
Security Assets from the security created by this Agreement, unless it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of
such Secured Party.



	12.2
	The
Pledgor shall on demand and on a full indemnity basis pay to the Security Trustee the amount of all costs and expenses and other liabilities (including legal and
out-of-pocket expenses and any tax or value added tax on such costs and expenses) which the Security Trustee or any Secured Party incurs in connection with:



	a)
	the
preparation, negotiation, execution and delivery of this Agreement;



	b)
	any
payment of stamp duty or stamp duty reserve tax or registration fee in respect of this Pledge or any transfer of the Security Assets pursuant hereto;



	c)
	any
actual or proposed amendment or waiver or consent under or in connection with this Agreement:



	d)
	any
discharge or release of the pledge in this Agreement; or



	e)
	the
preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of the pledge or any other
right in this Agreement; 






unless
it is finally judicially determined that such liability or expense has resulted from the gross negligence or wilful misconduct of the Security Trustee. 





13.   MISCELLANEOUS  



	13.1
	The
Pledgor may not assign any of its rights under this Agreement. Each Secured Party may assign all or any part of their rights under this Agreement in accordance with, and in
connection with a transfer under, the Indenture.



	13.2
	This
Agreement shall remain in full force and effect and notwithstanding any amendments or variations from time to time to any of the Finance Documents and all references to a
Finance Document herein shall be taken as referring to that Finance Document as amended or varied from time to time (including, without limitation, any increase in the amount of the Secured
Obligations). 



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	13.3
	If
any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision of this Agreement.



	13.4
	This
Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



	13.5
	All
sums payable by the Pledgor under this Agreement shall be paid without any set-off, counterclaim, withholding or deduction whatsoever unless required by law in which
event the Pledgor will, simultaneously with making the relevant payment under this Agreement, pay to the Security Trustee such additional amount as will result in the receipt by the Security Trustee
of the full amount which would otherwise have been receivable and will supply the Security Trustee promptly with evidence satisfactory to the Security Trustee that the Pledgor has accounted to the
relevant authority for the sum withheld or deducted.



	13.6
	Any
statement, certificate or determination of the Security Trustee as to the amount of the Secured Obligations or (without limitation) any other matter provided for in this
Agreement shall in the absence of manifest error be conclusive and binding on the Pledgor. 




14.   NOTICES  



	14.1
	Each
notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax or letter.



	14.2
	Any
notice or other communication to be given by one party to another under this Agreement shall (unless one party has by 15 days' notice to the other party specified another
address) be given to that other party at the respective addresses given in Clause 14.3.



	14.3
	The
address and fax number of the Pledgor and the Security Trustee are:



	(A)
	Pledgor: 







Alpus
AB

c/o Swebus AB

Solna Strandväg 78

171 54 Solna 


Attention:
Chairman of the Board

Fax: +46 8 546 300 10 



	(B)
	the
Security Trustee: 







Deutsche
Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2 DB 


Attention:
Managing Director

Fax: +44 20 7547 6149 




	14.4
	Any
notice or other communication given by one party to another shall be deemed to have been received:



	a)
	if
sent by fax, with a confirmed receipt of transmission from the sending machine, on the day on which transmitted;



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






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	c)
	if
posted, on the second Business Day or, in the case of airmail, the fifth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the
case may be, airmail postage prepaid, 






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





15.   LAW AND JURISDICTION  



	15.1
	This
Agreement is governed by and shall be construed in accordance with Swedish law.



	15.2
	The
parties agree that the courts of Sweden shall have jurisdiction to settle any disputes which may arise in connection with this Agreement and that any final
(Sw: lagakraftvunnen) judgement or order of a Swedish court in connection with this Agreement is conclusive and binding on them and may be enforced
against them in the courts of any other jurisdiction. This Clause 15.2 is for the benefit of the Secured Parties only and shall not limit the right of any of the Secured Parties to bring
proceedings against the Pledgor in connection with any Finance Document in any other court of competent jurisdiction or concurrently in more than one jurisdiction. 




Signatories 


The
Pledgor 


ALPUS AB  


The
Security Trustee 


DEUTSCHE TRUSTEE COMPANY LIMITED

on its own behalf and as duly authorised

representative of the Secured Parties 


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Schedule 1  


PRV
Företagsinteckningar

Box 700

851 21 Sundsvall 


22
januari 2004 


ANSÖKAN OM INNEHAVSANTECKNING 


        Vi,
Alpus AB (556011-8571), har upplåtit företagshypotek om 600.000 kronor till Deutsche Trustee Company Limited. Vi ansöker
därför om att Deutsche Trustee Company Limited skall antecknas såsom innehavare av de företagshypoteksbrev som angivits i Bilaga 1. 



        Så
snart innehavsanteckningen enligt ovan registrerats ber vi er utfärda och översända gravationsbevis till Deutsche Trustee
Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England. 


Stockholm
dag som ovan. 


För
Alpus AB 


För
Deutsche Trustee Company Limited 


        Bilaga. Förteckning över företagshypoteksbrev 


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Schedule 2  


Translation 


The
Floating Charge Register

Box 700

851 21 Sundsvall

Sweden 


22
January, 2004 


APPLICATION FOR REGISTRATION OF GRANT OF FLOATING CHARGE 



        We,
Alpus AB (556011-8571), have granted a floating charge of SEK 600,000 to Deutsche Trustee Company Limited. Therefore, we request that Deutsche Trustee Company Limited
shall be registered as holder of the floating charge certificates set out in Schedule 1. 


        Please
forward a certificate of search to Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB, England once the registration has been duly
executed. 


Stockholm
as above 


Alpus
AB 


Deutsche
Trustee Company Limited 


Schedule:
List of Floating Charge Certificates 


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FIRST RANKING PLEDGE OF FLOATING CHARGE Dated 22 January, 2004 between Alpus AB as Pledgor and Deutsche Trustee Company Limited as Security Trustee PLEDGE OF FLOATING CHARGE ADVOKATFIRMAN LINDAHL