**Exhibit 4.8**

 

CONFORMED COPY

 

**PLEDGEAGREEMENT**

** **

 

Dated July 18, 2005

 

 

between

 

Concordia Bus Nordic Holding AB

 

as Pledgor

 

and

 

Citicorp Trustee Company Limited

 

as Security Agent

 

 

**FIRST RANKINGPLEDGE OF SHAREHOLDERS’ CONTRIBUTION LOAN**

 

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**THIS FIRST RANKING****PLEDGEAGREEMENT** is dated July 18, 2005 and made between:

 

(1)**                                                   ****CONCORDIA BUS NORDICHOLDING AB**(acompany incorporated under the laws of Sweden) of c/o Swebus AB, SolnaStrandväg 78, 171 54 Solna, Sweden (corporate identity no 556028-1122), (the “**Pledgor**”); and

 

(2)                                                    **Citicorp Trustee CompanyLimited**, on itsown behalf and as duly authorized representative of each of the Secured Parties(the “**Security Agent**”)

 

**WHEREAS**:

 

##### a)                            by amezzanine facility agreement (the **“Mezzanine Agreement”**)date on or about the date hereof and made betweenthe Pledgor and Concordia Bus AB (publ) (**“Concordia”**) as borrowers, Deutsche Bank Luxembourg S.A. asfacility agent, the financial institutions defined as Tranche C FacilityLenders in the Mezzanine Agreement and the Security Agent, the Tranche CFacility Lenders have agreed to make available a Tranche C Facility (as definedin the Mezzanine Agreement) on the terms and conditions contained in theMezzanine Agreement;

#####  

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

#####  

##### c)                            pursuantto a sale and assignment agreement dated on or about the date hereof (the “**Transfer Agreement**”) a part in the amount of SEK 80,000,000(the “**Loan**”) of Concordia’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 LoanAgreement**”); and

#####  

##### d)                           itis a condition precedent for drawdown of Tranche C under the MezzanineAgreement that the Pledgor enters into this Pledge Agreement and hereby securesthe Secured Obligations (as defined below).

#####  

**IT IS HEREBY AGREED**as follows:

 

# **1.**                                               DEFINITIONS AND INTERPRETATION

# ** **

## 1.1                                          Inthis Agreement:

 

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

 

“**Second Ranking Pledge**”means the second ranking pledge granted by the Pledgor over the Security Assetsin favour of Concordia Bus AB;

 

“**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 any of the Secured Parties under or pursuant tothe Tranche C Facility and this Agreement, ineach case together with all costs, charges and expenses incurred by any SecuredParty in connection with the protection, preservation or enforcement of itsrespective rights against the Pledgor under the Finance Documents;

 

“**Secured Parties**”means each and all of the Security Agent and the Facility Agent (as representedby the Security Agent) on their own behalf and as duly authorizedrepresentative of the Tranche C Facility Lenders; 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 Mezzanine Agreement shall have the same meanings when used inthis Agreement unless otherwise defined in this Agreement.

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## 1.4                                          If either the Security Agent or the Facility Agent considers that inrespect of an amount paid to a Secured Party under a Finance Document there isa reasonable risk that such payment will be avoided or otherwise set aside onthe liquidation or bankruptcy of the payer or otherwise, then that amount shallnot be considered to have been irrevocably paid for the purposes of thisAgreement.

##  

# **2.**                                               PLEDGE

# ** **

## 2.1                                          ThePledgor hereby irrevocably and unconditionally, on the terms and conditions setout herein, pledges to each of the Secured Parties represented by the SecurityAgent in its capacity as duly authorized representative for the Secured Partiesand on its own behalf all of the Pledgor’s rights, title and interest in and tothe Security Assets for the purpose of constituting a first ranking pledge tosecure the due and punctual performance of the Secured Obligations.

 

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# **3.**                                               PERFECTION OF PLEDGE

# ** **

## 3.1                                          ThePledgor shall immediately at the execution of this Agreement notify Nordic ofthe pledge created hereunder by sending a notice in substantially the form setout in **Schedule 1**.

##  

# **4.**                                               REPRESENTATIONSAND WARRANTIES

# ** **

## 4.1                                          ThePledgor represents and warrants to each of the Secured Parties 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;

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##### e)                  thisAgreement constitutes a first ranking pledge, enforceable against the Pledgor, aliquidator or receiver of the Pledgor and third party creditors of the Pledgor;

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

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##### g)                 otherthan as created pursuant to this Agreement and the Second Ranking Pledge and asotherwise permitted under the Mezzanine Agreement, the Security Assets are freefrom any encumbrances.

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## 4.2                                          Therepresentations and warranties set out in Clause 4.1 above are made on the dateof this Agreement. The representations and warranties set out in Clause 4.1 a)– d) are deemed to be repeated by the Pledgor on each date for interest paymentunder the Tranche C Facility with reference to the facts and circumstances thenexisting.

 

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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 other than as permitted underthe Mezzanine Agreement;

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

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##### 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 (i) theSecond Ranking Pledge, (ii) Permitted Security Interests as defined in theMezzanine Agreement;

#####  

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

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##### e)                  thePledgor shall at any time, if and when required by the Security Agent and atthe Pledgor’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 Security Agent be necessary in order to give full effect to this Agreementand to secure to the Security Agent the full benefit of the rights, powers andremedies conferred upon it in this Agreement, and the Pledgor shall use itsbest endeavours to obtain any third party consent where such consent isrequired in order to give 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 in Clause5.1.

##  

# **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 ordischarged in full.

##  

## 6.2                                          Untilall the Secured Obligations have been irrevocably paid or discharged in fullany Secured Party may refrain from applying or enforcing any other security,monies or rights held or received by that Secured Party or apply and enforcethe same in such manner and order as the Secured Party or the Security Agentsees 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 orthe Security Agent to proceed

 

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## againstor enforce any other right or security or claim payment from any other personbefore enforcing this Agreement.

##  

## 6.3                                          ThisAgreement is in addition to any present and future guarantee, collateral, lienor other security held by the Security Agent. The Secured Parties’ rightshereunder are in addition to and not exclusive of those provided by law and maybe exercised from time to time and as often as the Security Agent deemsexpedient.

##  

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

# ** **

## 7.1                                          Uponthe Security Agent serving notice on the Pledgor following the occurrence of anEvent of Default demanding the immediate repayment of any outstanding amount ofthe Secured Obligations and at all times thereafter, so long as the same shallbe continuing, the Security Agent may, in addition to any other remediesprovided herein or in the Mezzanine Agreement or by applicable law enforce itsrights hereunder in such manner, acting with due care as the Security Agent inits sole discretion deems fit, and the Security Agent shall not be liable forany loss arising from or in connection with such enforcement, provided that it hasacted with due care.

##  

## 7.2                                          Allcosts and expenses (including legal fees) incurred by the Security Agent andthe Agent in connection with the enforcement of the security created by thisAgreement shall be borne by the Pledgor and the Pledgor shall indemnify andhold the Security Agent harmless in respect 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 Security Agent under or by virtue of the pledge createdby this Agreement or by law or in exercise of the rights, powers and remediesunder this Agreement or by law shall be applied by the Security Agent in themanner and order set out in the Mezzanine Agreement.

##  

## 7.5                                          For the purpose of enforcing the security created by this Agreement uponthe occurrence of an Event of Default, the Pledgor irrevocably authorizes andempowers the Security Agent to act in the name of the Pledgor, and on behalf ofthe Pledgor to do all acts and take any necessary or appropriate steps inrespect of the sale of the Security Assets. The power of attorney set out inthis Clause 7.5 shall be valid for as long as this Agreement remains in force.

 

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

# ** **

## 8.1                                          TheSecurity Agent may and, upon the irrevocable payment or discharge in full ofthe Secured Obligations, shall or shall procure that its nominees or agentsshall (as the case may be) at the request and cost of the Pledgor discharge tothe Pledgor all the right, title and interest in or to the Security Assets ofthe Security Agent and the Secured Parties free from the security in thisAgreement.

##  

## 8.2                                          Anyrelease, discharge or settlement between the Pledgor and the Security Agent inrelation to this Agreement shall be conditional upon no disposition or paymentto the Security Agent or any Secured Party by the Pledgor or any other personbeing avoided, set aside or ordered to be refunded pursuant to any law relatingto 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 Security Agent and theSecurity Agent shall be entitled to enforce this Agreement against the Pledgoras if such release, discharge or settlement had not occurred and any suchdisposition or payment not been made.

##  

# **9.**                                               THE SECURITY AGENT

# ** **

## 9.1                                          TheSecurity Agent shall at all times act as the duly authorized representative (*Sw: befullmäktigat ombud*) of the Secured Parties, and shall,when exercising its rights and fulfilling its obligations under this Agreement,comply with the relevant provisions of the Mezzanine Agreement.

##  

## 9.2                                          The Security Agent may at any time (i) delegate to any person allor any of its rights, powers and discretions under this Agreement on such terms(including the power to sub-delegate) as the Security Agent sees fit and (ii) employagents, managers, employees, advisers and others on such terms as the SecurityAgent sees fit for any of the purposes set out in this Agreement, provided thatin each such case it uses due care in selecting such delegate.

##  

# **10.**                                        WAIVERS

# ** **

## 10.1                                    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 any Secured Party;

##  

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

 

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##### 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 otherperson;

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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

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##### 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 Agreement be construedaccordingly as if there were no such unenforceability or invalidity.

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## 10.2                                    Anywaiver by the Security Agent or any Secured Party of any terms of thisAgreement or any consent or approval given by any of them under it shall beeffective only if given in writing and then only for the purpose and upon theterms and conditions (if any) on which it is given. No delay or omission on thepart of the Security Agent or any Secured Party in exercising any right orremedy under this Agreement shall impair that right or remedy or operate as orbe taken to be a waiver of it nor shall any single, partial or defective exerciseof any such right or remedy preclude any other or further exercise under thisAgreement of that or any other right or remedy.

##  

# **11.**                                        INDEMNITY

# ** **

##### The Pledgorshall, in accordance with the terms of Clause 14.3 of the MezzanineAgreement,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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# **12.**                                        MISCELLANEOUS

# ** **

## 12.1                                    ThePledgor may not assign any of its rights under this Agreement. Each SecuredParty may assign all or any part of their rights under this Agreement inaccordance with, and in connection with a transfer under, the MezzanineAgreement.

 

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## 12.2                                    ThisAgreement shall remain in full force and effect notwithstanding any amendmentsor variations from time to time to any of the Finance Documents and all referencesto a Finance Document herein shall be taken as referring to that FinanceDocument as amended or varied from time to time (including, without limitation,any increase in the amount of the Secured Obligations).

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## 12.3                                    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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## 12.4                                    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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## 12.5                                    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 paymentunder this Agreement, pay to the Security Agent such additional amount as willresult in the receipt by the Security Agent of the full amount which wouldotherwise have been receivable and will supply the Security Agent promptly withevidence satisfactory to the Security Agent that the Pledgor has accounted tothe relevant authority for the sum withheld or deducted.

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## 12.6                                    Anystatement, certificate or determination of the Security Agent as to the amountof the Secured Obligations or (without limitation) any other matter providedfor in this Agreement shall in the absence of manifest error be conclusive andbinding on the Pledgor.

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# **13.**                                        NOTICES

# ** **

## 13.1                                    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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## 13.2                                    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 13.3.

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## 13.3                                    Theaddress and fax number of the Pledgor and the Security Agent are:

##  

(A)            the Pledgor:

 

Concordia Bus Nordic Holding AB

 

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Solna Strandväg 78, 171 54 Solna

 

Attention: Chairman of the Board

 

Fax: +46 8 546 300 10

 

(B)              the Security Agent:

 

Citicorp Trustee Company Limited

 

Fax: +44 (0) 2 075 005 877

 

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

##  

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

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

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##### c)                  ifposted, on the second business day or, in the case of airmail, the fifthbusiness day following the day on which it was dispatched by first class mailpostage prepaid 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.

 

# **14.**                                        GOVERNING LAW AND JURISDICTION

# ** **

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

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## 14.2                                    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 14.2is 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 Security Agent

 

 

**Citicorp Trustee CompanyLimited**

on its own behalf and asduly authorized

representative for each ofthe Secured Parties

 

 
| /s/ JILLIAN  HAMBLIN |   |
|----------------------|--------|

 

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**Schedule 1**

 

**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 pledge agreement of [  ] (the “**Pledge Agreement**”)we have pledged to Citicorp Trustee Company Limited (the “**SecurityAgent**”) as security for our obligations under a Mezzanine Agreementdated [  ], all of our rights to theTransferred Amount and under the shareholders’ contribution loan agreement inrespect thereof.

 

The assets pledged consist of our claim on you to payment of theTransferred Amount, and you are therefore to effect any payment of theTransferred Amount Contribution in accordance with instructions received fromthe Security Agent (to such account as the Security Agent or its nominee mayfrom time to 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 Security Agentand ourselves.

 

Concordia Bus Nordic HoldingAB

 

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

 

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We hereby confirm ourreceipt and acknowledgement of the above.

 

 
| Concordia  Bus Nordic AB (publ) |
|---------------------------------|
|                            |
|                            |
|                            |   |
|                            |
| by:                             |

 

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