**Exhibit 4.7**

** **

**CONFORMED COPY**

 

 

**PLEDGE AGREEMENT**

 

 

Dated July 18,2005

 

 

between

 

ConcordiaBus Nordic Holding AB

 

asPledgor

 

and

 

CiticorpTrustee Company Limited

 

asSecurity Agent

 

 

**FIRST RANKING PLEDGE OF SUBORDINATEDSHAREHOLDER 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 a mezzanine facility agreement (the **“Mezzanine Agreement”**) date on or about the date hereof andmade between the Pledgor and Concordia Bus AB(publ) (**“Concordia”**) as borrowers, DeutscheBank Luxembourg S.A. as facility agent, the financial institutions defined asTranche C Facility Lenders in the Mezzanine Agreement and the Security Agent,the Tranche C Facility Lenders have agreed to make available a Tranche CFacility (as defined in the Mezzanine Agreement) on the terms and conditionscontained in the Mezzanine Agreement;

#####  

##### b)    pursuant to a subordinated intragroup loanmade on 27 February 2002, Concordia loaned Concordia Bus Nordic AB (publ)(**“Nordic”**) SEK 501,299,922 (the **“Loan”**) of which SEK 166,927,467 is outstanding on the datehereof;

#####  

##### c)     pursuant to an agreement dated on or aboutthe date hereof between Concordia and Nordic the terms of the Loan has beenamended and restated (the **“Subordinated ShareholderLoan Agreement”**);

#####  

##### d)    pursuant to a sale and assignment agreementdated on or about the date hereof (the “**Transfer Agreement**”)all Concordia’s rights under the Loan and the Subordinated Loan Agreement havebeen assigned to the Pledgor; and

#####  

##### e)     it is a condition precedent for drawdown ofTranche C under the Mezzanine Agreement that the Pledgor enters into thisPledge Agreement and hereby secures the Secured Obligations (as defined below).

 

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**IT IS HEREBY AGREED**as follows:

 

# **1.**             DEFINITIONS AND INTERPRETATION

 

## 1.1           In this Agreement:

##  

“**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 Subordinated ShareholderLoan Agreement.

 

## 1.2           In this Agreement, unlessthe contrary intention appears, a reference to:

##  

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

#####  

##### b)      a person includes its successors and assigns,and

#####  

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

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## 1.3           Terms defined in theMezzanine Agreement shall have the same meanings when used in this Agreementunless otherwise defined in this Agreement.

##  

## 1.4           Ifeither the Security Agent or the Facility Agent considers that in respect of anamount paid to a Secured Party under a Finance Document there is a reasonablerisk that such payment will be avoided or otherwise set aside on theliquidation or bankruptcy of the payer or otherwise, then that amount shall notbe considered to have been irrevocably paid for the purposes of this Agreement.

 

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# **2.**             PLEDGE

 

## 2.1           The Pledgor herebyirrevocably and unconditionally, on the terms and conditions set out herein,pledges to each of the Secured Parties represented by the Security Agent in itscapacity as duly authorized representative for the Secured Parties and on itsown behalf all of the Pledgor’s rights, title and interest in and to theSecurity Assets for the purpose of constituting a first ranking pledge tosecure the due and punctual performance of the Secured Obligations.

##  

# **3.**             PERFECTION OF PLEDGE

 

## 3.1           The Pledgor shallimmediately at the execution of this Agreement notify Nordic of the pledgecreated hereunder by sending a notice in substantially the form set out in **Schedule 1**.

##  

# **4.**             REPRESENTATIONSAND WARRANTIES

 

## 4.1           The Pledgor represents andwarrants to each of the Secured Parties that:

##  

##### a)     it is a limited liability company dulyincorporated 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 entryinto, delivery and performance of this Agreement and the transactionscontemplated by this Agreement;

#####  

##### c)     this Agreement constitutes legally valid andbinding 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’ rightsgenerally);

#####  

##### d)    this Agreement does not and will not breachor constitute a default under the constitutional documents of the Pledgor orany law or regulation by which the Pledgor is bound;

#####  

##### e)     this Agreement constitutes a first rankingpledge, enforceable against the Pledgor, a liquidator or receiver of thePledgor and third party creditors of the Pledgor;

#####  

##### f)     the Pledgor is the sole, absolute andbeneficial owner of the Security Assets; and

 

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##### g)    other than as created pursuant to thisAgreement and the Second Ranking Pledge and as otherwise permitted under theMezzanine Agreement, the Security Assets are free from any encumbrances.

#####  

## 4.2           The representations andwarranties set out in Clause 4.1 above are made on the date of this Agreement.The representations and warranties set out in Clause 4.1 a) – d) are deemed tobe repeated by the Pledgor on each date for interest payment under the TrancheC Facility with reference to the facts and circumstances then existing.

##  

# **5.**             COVENANTS BY THE PLEDGOR

 

## 5.1           The Pledgor hereby covenantswith each of the Secured Parties that during the continuance of this Agreementthe Pledgor will:

##  

##### a)      not sell, transfer or otherwise dispose ofthe Security Assets or any part thereof or interest therein or permit the sameto occur other than as permitted under the Mezzanine Agreement;

#####  

##### b)      not grant any option in or over the SecurityAssets;

#####  

##### c)      not create or permit to subsist any securityinterests on, over, with respect to or otherwise affecting the whole or anypart of the Security Assets (other than (i) the Second Ranking Pledge, (ii) PermittedSecurity Interests as defined in the Mezzanine Agreement;

#####  

##### d)      not hold any security from any other personin respect of the Pledgor’s liability under this Agreement; and

#####  

##### 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 of theSecurity Agent be necessary in order to give full effect to this Agreement andto 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 MezzanineAgreement, the contents of which shall apply mutatis mutandis to therestrictions set out in Clause 5.1.

 

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# **6.**             CONTINUING SECURITY

 

## 6.1           The security constituted bythis Agreement shall be a continuing security and shall not be considered assatisfied or discharged by any intermediate payment or settlement of the wholeor any part of the Secured Obligations and shall be binding until all theSecured Obligations have been irrevocably paid or discharged in full.

##  

## 6.2           Until all the SecuredObligations have been irrevocably paid or discharged in full any Secured Partymay refrain from applying or enforcing any other security, monies or rightsheld or received by that Secured Party or apply and enforce the same in suchmanner and order as the Secured Party or the Security Agent sees fit and thePledgor 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 against or enforce any other right or security orclaim payment from any other person before enforcing this Agreement.

##  

## 6.3           This Agreement is inaddition to any present and future guarantee, collateral, lien or othersecurity held by the Security Agent. The Secured Parties’ rights hereunder arein addition to and not exclusive of those provided by law and may be exercisedfrom time to time and as often as the Security Agent deems expedient.

##  

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

 

7.1           Upon the Security Agentserving notice on the Pledgor following the occurrence of an Event of Defaultdemanding the immediate repayment of any outstanding amount of the SecuredObligations and at all times thereafter, so long as the same shall becontinuing, the Security Agent may, in addition to any other remedies providedherein or in the Mezzanine Agreement or by applicable law enforce its rightshereunder in such manner, acting with due care as the Security Agent in itssole discretion deems fit, and the Security Agent shall not be liable for anyloss arising from or in connection with such enforcement, provided that it hasacted with due care.

##  

## 7.2           All costs and expenses (includinglegal fees) incurred by the Security Agent and the Agent in connection with theenforcement of the security created by this Agreement shall be borne by thePledgor and the Pledgor shall indemnify and hold the Security Agent harmless inrespect of such costs and expenses.

##  

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

 

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## 7.4           All monies received by theSecurity Agent under or by virtue of the pledge created by this Agreement or bylaw or in exercise of the rights, powers and remedies under this Agreement orby law shall be applied by the Security Agent in the manner and order set outin the Mezzanine Agreement.

##  

## 7.5           Forthe purpose of enforcing the security created by this Agreement upon theoccurrence 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.

##  

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

 

## 8.1           The Security Agent may and,upon the irrevocable payment or discharge in full of the Secured Obligations,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 Agent and theSecured Parties free from the security in this Agreement.

##  

## 8.2           Any release, discharge orsettlement between the Pledgor and the Security Agent in relation to thisAgreement shall be conditional upon no disposition or payment to the SecurityAgent 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 insolvencyor for any other reason.

##  

## 8.3           If any such disposition orpayment is avoided, set aside or ordered to be refunded the Pledgor shallretransfer the Security Assets to the Security Agent and the Security Agentshall 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.**             THE SECURITY AGENT

 

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

 

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## 9.2           TheSecurity Agent may at any time (i) delegate to any person all or any ofits 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         The liability of the Pledgorunder this Agreement shall not be prejudiced, affected or diminished by anyact, omission, circumstance or matter which but for this provision mightoperate or release or otherwise exonerate the Pledgor from its obligationsunder this Agreement in whole or in part, including without limitation andwhether or not known to the Pledgor or any Secured Party;

##  

##### a)      any time or waiver granted to or compositionwith any other person;

#####  

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

#####  

##### c)      any legal limitation, disability, incapacityor other circumstances or the bankruptcy, liquidation or change in the name orconstitution of any other person;

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

#####  

##### e)      any unenforceability or invalidity of theSecured Obligations or of any obligations of any other person or security, tothe intent that the Pledgor’s obligations under this Agreement shall remain infull force and this Agreement be construed accordingly as if there were no suchunenforceability or invalidity.

#####  

## 10.2         Any waiver by the SecurityAgent or any Secured Party of any terms of this Agreement or any consent orapproval given by any of them under it shall be effective only if given inwriting and then only for the purpose and upon the terms and conditions (ifany) on which it is given. No delay or omission on the part of the Security Agentor any Secured Party in exercising any right or remedy under this Agreementshall impair that right or remedy or operate as or be taken to be a waiver ofit nor shall any single, partial or defective exercise of any such right or

 

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## remedy preclude any other orfurther exercise under this Agreement of that or any other right or remedy.

##  

# **11.**          INDEMNITY

 

##### The Pledgor shall, inaccordance with the terms of Clause 14.3 of the MezzanineAgreement, indemnifythe Security Agent for any costs, expenses and liability as described thereinand for the purpose hereof any reference to “the Borrower” in Clause 14.3 shallbe deemed to be a reference to the Pledgor and any reference to the FinanceDocuments should be deemed to be a reference to this Agreement.

 

# **12.**          MISCELLANEOUS

 

## 12.1         The Pledgor may not assignany of its rights under this Agreement. Each Secured Party may assign all orany part of their rights under this Agreement in accordance with, and inconnection with a transfer under, the Mezzanine Agreement.

##  

## 12.2         This Agreement shall remainin full force and effect notwithstanding any amendments or variations from timeto time to any of the Finance Documents and all references to a FinanceDocument herein shall be taken as referring to that Finance Document as amendedor varied from time to time (including, without limitation, any increase in theamount of the Secured Obligations).

##  

## 12.3         If any provision of thisAgreement is or becomes illegal, invalid or unenforceable that shall not affectthe validity or enforceability of any other provision of this Agreement.

##  

## 12.4         This Agreement may beexecuted in any number of counterparts and this shall have the same effect asif the signatures on the counterparts were on a single copy of this Agreement.

##  

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

 

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## 12.6         Any statement, certificateor determination of the Security Agent as to the amount of the SecuredObligations or (without limitation) any other matter provided for in thisAgreement shall in the absence of manifest error be conclusive and binding onthe Pledgor.

##  

# **13.**          NOTICES

 

## 13.1         Each notice or othercommunication to be given under this Agreement shall be given in writing inEnglish and, unless otherwise provided, shall be made by fax or letter.

##  

## 13.2         Any notice or othercommunication 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 anotheraddress) be given to that other party at the respective addresses given inClause 13.3.

##  

## 13.3         The address and fax numberof the Pledgor and the Security Agent are:

##  

(A)    thePledgor:

 

Concordia Bus Nordic Holding AB

 

Solna Strandväg 78, 171 54 Solna

 

Attention: Chairman of the Board

 

Fax: +46 (0) 8 546 300 10

 

(B)    theSecurity Agent:

 

Citicorp Trustee Company Limited

 

Fax: +44 (0) 2 075 005 877

 

## 13.4         Any notice or othercommunication given by one party to another shall be deemed to have beenreceived:

##  

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

#####  

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

 

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##### c)      if posted, on the second business day or, inthe case of airmail, the fifth business day following the day on which it wasdispatched by first class mail postage prepaid or, as the case may be, airmailpostage prepaid,

#####  

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

 

# **14.**          GOVERNINGLAW AND JURISDICTION

 

## 14.1         This Agreement is governedby and shall be construed in accordance with Swedish law.

##  

## 14.2         The parties agree that thecourts of Sweden shall have jurisdiction to settle any disputes which may arisein connection with this Agreement and that any final  (*Sw: lagakraftvunnen*)judgment or order of a Swedish court in connection with this Agreement isconclusive and binding on them and may be enforced against them in the courtsof any other jurisdiction. This Clause 14.2 is for the benefit of the SecuredParties only and shall not limit the right of any of the Secured Parties tobring proceedings against the Pledgor in connection with any Finance Documentin any other court of competent jurisdiction or concurrently in more than onejurisdiction.

 

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Signatories

 

The Pledgor

 

**CONCORDIA BUS NORDIC HOLDING AB**

 

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

 

 

The Security Agent

 

**Citicorp Trustee Company Limited**

on its own behalf and as duly authorized

representative for each of the SecuredParties

 

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

 

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**Schedule 1**

 

**FORM OF NOTICE**

 

To:

 

Concordia Bus Nordic AB (publ)

 

 

Dear Sirs,

 

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 an Mezzanine Agreementdated [  ], all of our rights under theSubordinated Loan granted to you by Concordia Bus AB (publ) on 27 February 2002as amended and restated on [ 2005] (the **“Loan”**), whichhas been transferred to us in accordance with a sale and assignment agreementdated [          2005].

 

The assets pledged consist of our claim on you under the Loan, and youare therefore to effect any payment under the Loan in accordance withinstructions received from the Security Agent (to such account as the SecurityAgent or its nominee may from time to time designate in writing for thispurpose).

 

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 Holding AB

 

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

 

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We hereby confirm our receipt andacknowledgement of the above.

 

 

Concordia Bus Nordic AB (publ)

 

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

 

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