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**Exhibit 4.11**

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**CONFORMEDCOPY**

 

**SALE AND ASSIGNMENT AGREEMENT**

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**AND LIMITED RECOURSE NOTE**

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# **1.**                                               Parties

# ** **

## 1.1                                          Concordia Bus AB (publ) (“Bus”),556576-4569, a public company incorporated under Swedish law;

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## 1.2                                          Concordia Bus Nordic HoldingAB (“Holding”), 556028-1122, a private company incorporated under Swedish law;and

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## 1.3                                          Concordia Bus Nordic AB (publ)(“Nordic”), 556031-8569, a public company incorporated under Swedish law.

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# **2.**                                               Background

# ** **

## 2.1                                          Concordia owns 100 percent ofthe shares in Holding and Holding owns 100 percent of the shares in Nordic.

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## 2.2                                          Pursuant to a loan agreementdated 27 February 2002, as amended and restated on 22 January 2004(the “Loan Agreement”) Bus has extended to Nordic a senior subordinated loan ofSEK 501,299,922 (the “Loan”) the outstanding amount of which, together with allaccrued but unpaid interest, is SEK 166,927,467 at the date hereof (the “OutstandingAmount”) (which as of July 15 2005 corresponds to approximately Euro 17,758,241).

##  

## 2.3                                          As part of a refinancing ofthe Bus group, in part under a mezzanine facility agreement (the “MezzanineFacility Agreement”) entered into on or about the dated hereof, Bus hasresolved to sell and assign the Loan to Holding.

 

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# **3.**                                               Amendments

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## In connection with the sale and assignment enteredinto pursuant to this Agreement, the Loan Agreement has been amended andrestated on the date hereof in the form attached hereto as Appendix 1.

##  

# **4.**                                               Sale and Assignment

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## Bus hereby sells and assigns all its rightsunder the Loan to Holding and Holding hereby assumes all such rights, subjectto the terms and conditions set out herein. The sale and assignment shall be effectiveas of the date of this Agreement.

##  

# **5.**                                               Consideration

# ** **

## 5.1                                          As consideration for the saleand assignment pursuant to section 4 above, Holding shall pay to Bus,subject to the limitations set out in section 6 below, the Net Amount (asdefined below) of all Nordic Payments (as defined below).

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## 5.2                                          As security for Holding’sobligation to pay the Consideration, subject to the limitations set out inClause 6 below, Holding shall grant a second ranking pledge of the Loan infavour of Bus, subject to the First Pledge (as defined below).

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# **6.**                                               LimitedRecourse

# ** **

## 6.1                                          Notwithstanding any provisionof this Agreement or in any other agreement between Bus and Holding, Bus agreesthat the obligation of Holding and its successors under this Agreement, shallbe limited to the payment of the Net Amount (as defined below) of each NordicPayment (as defined below), and in each case to the extent that such Net Amountof a Nordic payment is available to Holding.

##  

## 6.2                                          For the purposes of this Agreement,the term “Nordic Payments” means each payment made by Nordic from time to time toHolding under the Loan Agreement in accordance with its terms (as amended andrestated), and the term “Net Amount” means, at any time, the amount of each suchNordic

 

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## Payment to the extent not required to beapplied by Holding in payment of amounts due under the Tranche C Facility (asdefined in the Mezzanine Facility Agreement) in accordance with the MezzanineFacility Agreement on or about the date such Nordic Payment is to be made. Theterm “First Pledge” means the first ranking pledge of the Loan made by Holdingin favour of the Security Agent to secure the fulfilment by Holding of itsobligations under Tranche C of the Mezzanine Facility.

##  

## 6.3                                          The limitation of Holding’spayment obligations under this section 6 shall apply irrespective of theLoan Agreement (as amended and restated) being fully complied with or beingprematurely terminated and irrespective of whether Holding’s payment obligationis based on a court decision or otherwise.

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## 6.4                                          Holding’s obligations underthis Agreement shall be limited to the Net Amount of Nordic Payments andHolding shall not be obliged to pay any interest on overdue payments.

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## 6.5                                          On and with effect from thedate on which Bus submits a Utilisations Request in respect of the Tranche AFacility, Holding hereby sells and assigns all its rights under the Loan Agreementto Bus and Bus hereby assumes all such rights, subject to the terms andconditions set out herein. All references in the Loan Agreement to the Lendershall thereafter be construed as references to Bus. Upon such re-transfer,Holding’s obligation under this Agreement shall be discharged in full andHolding shall have no further obligations hereunder.

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# **7.**                                               Confirmation

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## 7.1                                          Nordichereby confirms that it has been duly notified of the sales and assignments inthis Agreement and that all future paymentsunder the Loan (including all accrued interest) will be paid to Holding or inaccordance with the instructions of Holding and, upon the re-transfer inaccordance with clause 6.5, to Bus or in accordance with Bus ́ instructions.

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# **8.**                                               Governing law

# ** **

## 8.1                                          This Agreement shall begoverned by Swedish law.

 

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This document has been executed in three identical copies of which theparties have taken one each.

 

 
| Date: July 18, 2005       |                            |
|--------------------------------|---------------------------------|
|                           |                            |
| CONCORDIA BUS AB (PUBL)        | CONCORDIA BUS NORDIC HOLDING AB |
|                           |                            |
|                           |                            |
| /s/ FRODE LARSEN               |                            | /s/ FRODE LARSEN |   |
|                           |                            |
|                           |                            |
| CONCORDIA BUS NORDIC AB (PUBL) |                            |
|                           |                            |
|                           |                            |
|                           |                            |   |   |
|                           |                            |
| RAGNAR NORBÄCK            |                            |

 

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Appendix 1

 

[copy of amended andrestated loan agreement]

 

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