Exhibit 4.11

CONFORMED COPY

SALE AND ASSIGNMENT AGREEMENT

AND LIMITED RECOURSE NOTE

1.                                                Parties

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

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

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

2.                                                Background

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

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

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

3.                                                Amendments

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

4.                                                Sale and Assignment

Bus hereby sells and assigns all its rights under the Loan to Holding and Holding hereby assumes all such rights, subject to the terms and conditions set out herein. The sale and assignment shall be effective as of the date of this Agreement.

5.                                                Consideration

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

5.2                                           As security for Holding’s obligation to pay the Consideration, subject to the limitations set out in Clause 6 below, Holding shall grant a second ranking pledge of th