Stockholders Agreement among Collins I Holding Corp., Collins Industries, Inc., AIP/CHC Holdings, LLC, BNS Holding, Inc., and Other Stockholders (October 31, 2006)

 Exhibit 10.1 - -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 31, 2006 BY AND AMONG COLLINS I HOLDING CORP., ITS STOCKHOLDERS AND COLLINS INDUSTRIES, INC. - --------------------------------------------------------------------------------  TABLE OF CONTENTS PAGE STOCKHOLDERS AGREEMENT.........................................................1 ARTICLE I......................................................................1 REPRESENTATIONS AND WARRANTIES OF THE PARTIES.........................1 ARTICLE II.....................................................................2 VOTING AGREEMENTS.....................................................2 ARTICLE III....................................................................3 SPECIAL APPROVAL RIGHTS...............................................3 ARTICLE IV.....................................................................5 TRANSFERS OF SECURITIES...............................................5 ARTICLE V......................................................................6 TAKE-ALONG RIGHTS; SALE OF THE COMPANY................................6 ARTICLE VI.....................................................................8 LIQUIDITY EVENT.......................................................8 ARTICLE VII....................................................................9 PUTS AND CALLS........................................................9 ARTICLE VIII..................................................................12 AMENDMENT AND TERMINATION............................................12 ARTICLE IX....................................................................13 MISCELLANEOUS........................................................13  STOCKHOLDERS AGREEMENT This Stockholders Agreement (this "AGREEMENT") is entered into as of October 31, 2006, by and among (i) Collins I Holding Corp., a Delaware corporation ("HOLDINGS"), (ii) Collins Industries, Inc., a Missouri corporation (the "COMPANY"), (iii) the parties to this Agreement who are identified as Employees in joinders to this Agreement (each, an "EMPLOYEE," and collectively, the "EMPLOYEES"), (iv) AIP/CHC Holdings, LLC, a Delaware limited liability company ("AIP"), (v) BNS Holding, Inc., a Delaware corporation ("BNS") and (vi) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (a "NEW STOCKHOLDER"). AIP, BNS and the Employees are sometimes referred to herein as "STOCKHOLDERS." Certain capitalized terms used herein are defined in Section 9.1. The parties hereto agree as follows: ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIES 1.1. REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Each of Holdings and the Company hereby represents and warrants to the Stockholders that as of the date of this Agreement: (a) it is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation, it has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (b) this Agreement has been duly and validly executed and delivered by it and constitutes a legal and binding obligation of it, enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which it is subject, (ii) violate any order, judgment or decree applicable to it, or (iii) conflict with, or result in a breach or default under, any term or condition of its Articles or Certificate of Incorporation or Bylaws or any agreement or instrument to which it is a party or by which it is bound. 1.2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder represents and warrants to Holdings, the Company and the other Stockholders that, as of the time such Stockholder becomes a party to this Agreement: 1  (a) this Agreement (or the separate joinder agreement executed by such Stockholder) has been duly and validly executed and delivered by such Stockholder, and this Agreement constitutes a legal and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms; and (b) the execution, delivery and performance by such Stockholder of this Agreement (or any joinder to this Agreement) and the consummation by such Stockholder of the transactions contemplated hereby (and thereby) will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which such Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Stockholder is a party or by which such Stockholder is bound. ARTICLE II VOTING AGREEMENTS 2.1. ELECTION OF DIRECTORS. (a) Each Stockholder hereby agrees that such Person will vote, or cause to be voted, all voting securities of Holdings over which such Person has the power to vote or direct the voting, and will take all other necessary or desirable action within such Person's control, and Holdings will take all necessary and desirable actions within its control, to cause the authorized number of directors of the Board (the "BOARD") to be established at five directors, and to elect or cause to be elected to the Board and cause to be continued in office (i) at least one individual designated by AIP and (ii) at least four individuals designated by BNS. (b) If at any time AIP shall notify the other parties to this Agreement of its desire to remove, with or without cause, any individual designated by AIP from a Holdings directorship, all such parties so notified, will vote, or cause to be voted, all voting securities of Holdings over which they have the power to vote or direct the voting, and shall take all such other actions promptly as shall be necessary or desirable to cause the removal of such director. (c) If at any time BNS shall notify the other parties to this Agreement of its desire to remove, with or without cause, any individual designated by BNS from a Holdings directorship, all such parties so notified, will vote, or cause to be voted, all voting securities of Holdings over which they have the power to vote or direct the voting, and shall take all such other actions promptly as shall be necessary or desirable to cause the removal of such director. (d) If at any time any individual ceases to serve on the Board (whether due to resignation, removal or otherwise), the party that designated such individual to serve on the Board shall be entitled to designate a successor director to fill the vacancy created thereby. Each Stockholder agrees to vote, or cause to be voted, all voting securities of Holdings over which such Person has the power to vote or direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the designated successor to be elected to fill such vacancy. 2  (e) Nothing in this Agreement shall be construed to impair any rights that the Stockholders may have to remove any director for cause pursuant to Section 141(k) of the Delaware General Corporation Law (or any successor provision). No such removal for cause of an individual designated pursuant to this Section 2.1 to be elected as a director of Holdings shall affect the rights of AIP and BNS to designate a different individual pursuant to this Section 2.1 to fill the directorship from which such individual was removed. (f) The board of directors of the Company and each of its Subsidiaries shall have the same composition as the Board. 2.2. OTHER VOTING MATTERS. Each Stockholder hereby agrees that such Person will vote, or cause to be voted, all voting securities of Holdings over which such Person has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which a Required Majority of the Board shall direct in connection with the approval of any amendment or amendments to Holdings' Certificate of Incorporation, the merger, share exchange, combination or consolidation of Holdings with any other Person or Persons, the sale, lease, or exchange of all or substantially all of the property and assets of Holdings, the Company and their respective Subsidiaries, and the reorganization, recapitalization, liquidation, dissolution or winding-up of Holdings or the Company. ARTICLE III SPECIAL APPROVAL RIGHTS 3.1 RESTRICTED ACTIONS. None of Holdings, the Company nor any of their respective Subsidiaries shall take any of the actions set forth in clauses (a) through (l) below without the Required Consent of the Stockholders: (a) except as provided in Article VI, enter into any merger, consolidation, business combination, joint venture or other material corporate transaction; (b) sell, assign, convey or otherwise dispose of all or substantially all of its assets; (c) adopt any plan or proposal for a complete or partial liquidation or dissolution or any reorganization or recapitalization or commence any case, proceeding or action seeking relief under any existing or future laws relating to bankruptcy, insolvency, conservatorship or relief of debtors; (d) enter into any transaction with any Stockholder or any Affiliate of a Stockholder, other than Permitted Stockholder Transactions; (e) authorize or issue, or obligate itself to issue, any equity security (including a security convertible into or exercisable or exchangeable for any equity security); (f) change its fiscal year or make any material change in its accounting policies or procedures, unless required under GAAP or the Internal Revenue Code of 1986, as amended; 3  (g) take, or permit to be taken, any action that would prevent the business of the Company, as it currently exists, from continuing on an ongoing basis; (h) modify, amend or take any action in contravention of its articles of incorporation or bylaws (or equivalent governing documents), including, without limitation, any term of the AIP Securities; (i) except as provided in Section 3.2, below, establish any committee of the Board, the Company or any Subsidiary; (j) establish or acquire any subsidiaries that are not wholly-owned by the Company or any of its Subsidiaries; (k) commingle or permit to be commingled any funds with the funds of any other Person; or (l) agree or commit to any of the foregoing. (m) Notwithstanding the foregoing, nothing in this Agreement shall be construed to in any way limit or impair the rights or remedies available to the Agent or Lenders under the Credit Agreement or the related security documents entered into in connection therewith, or the Orix Credit Agreement or the related security documents entered into in connection therewith. 3.2 OPERATIONS COMMITTEE. (a) The Board shall have a committee having the responsibilities and authority set forth in this Section 3.2, and which shall be designated the "OPERATIONS COMMITTEE." Except upon the occurrence and during the continuation of a Suspension Event, the members of the Operations Committee shall consist of the member of the Board designated by AIP pursuant to Section 2.1(a), above. Subsequent to the occurrence and during the continuation of a Suspension Event, the members of the Operations Committee shall consist of all of the members of the Board. (b) The Operations Committee shall have the authority and responsibility to: (i) supervise the overall implementation of the Company's Business Plan; and (ii) supervise the development of the Company's annual operating and capital budgets, which shall be subject to Board approval. 4  ARTICLE IV TRANSFERS OF SECURITIES 4.1. RESTRICTIONS ON TRANSFER OF SECURITIES. (a) EMPLOYEE SECURITIES. GENERAL. No holder of Employee Securities may Transfer any Employee Securities except in an Exempt Employee Transfer. (b) INVESTOR SECURITIES RIGHT OF FIRST OFFER. Neither AIP nor BNS may Transfer any Securities except, respectively, in an Exempt AIP Transfer or an Exempt BNS Transfer. (c) EXCLUDED TRANSFERS. The rights and restrictions contained in Section 4.1(a) shall not apply with respect to any of the following Transfers of Securities: (i) any Transfer of Securities to and among stockholders of Holdings (subject to compliance with Sections 4.2 and 4.3, and except as provided in Section 6.1); (ii) any Transfer of Securities in accordance with Section 5.1; (iii) any Transfer of Securities incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, Holdings; and (iv) any Transfer of Securities to members of the management of Holdings, management of the Company or management of their respective Subsidiaries (other than a Transfer of all or substantially all of the Securities held by BNS). 4.2. SECURITIES ACT COMPLIANCE. No Securities may be transferred by a Stockholder (other than pursuant to an effective registration statement under the Securities Act) unless such Stockholder first delivers to Holdings an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Holdings to the effect that such Transfer is not required to be registered under the Securities Act. 5  4.3. CERTAIN TRANSFEREES BOUND BY AGREEMENT. Subject to compliance with the other provisions of this Article IV, any Stockholder may Transfer any Securities held by such Stockholder in accordance with applicable law; PROVIDED, HOWEVER, that if the Transfer is not made pursuant to a Public Sale or a Sale of the Company, then the transferor of such Security shall first deliver to Holdings a written agreement of the proposed transferee, including the transferee in an Exempt Transfer that is not pursuant to a Public Sale or a Sale of the Company, to become a Stockholder and to be bound by the terms of this Agreement, including, without limitation, the requirements of Section 2.3 (unless such proposed transferee is already a Stockholder). All Employee Securities will continue to be Employee Securities in the hands of any transferee (other than the Company, Holdings or any transferee in a Public Sale). All AIP Securities will continue to be AIP Securities in the hands of any transferee (other than the Company, Holdings or any transferee in a Public Sale). All BNS Securities will continue to be BNS Securities in the hands of any transferee (other than the Company, the Employees, AIP or a transferee in a Public Sale). All New Stockholder Securities will continue to be New Stockholder Securities in the hands of a transferee (other than the Company, BNS, the Employees, AIP or any transferee in a Public Sale). 4.4. TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted Transfer of any Securities in violation of any provision of this Agreement shall be void, and Holdings shall not record such Transfer on its books or treat any purported transferee of such Securities as the owner of such Securities for any purpose. ARTICLE V TAKE-ALONG RIGHTS; SALE OF THE COMPANY 5.1. TAKE-ALONG RIGHTS. (a) SALE OF THE COMPANY. Each of Holdings or BNS , subject to the approval of a Required Majority of the Board, (such party the "INITIATING PARTY") may elect to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company. If an Initiating Party wishes to exercise its rights under this Section 5.1(a), the Initiating Party shall notify the Company and the Stockholders in writing of such election. If an Initiating Party delivers such notice, the Stockholders will consent to and raise no objections to the proposed transaction, and the Stockholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by the Initiating Party. Without limiting the foregoing, (i) if the proposed Sale of the Company is structured as a sale of assets or a merger or consolidation, the Stockholders, will vote or cause to be voted all Securities that they hold or with respect to which such Stockholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith, and (ii) if the proposed Sale of the Company is structured as or involves a sale or redemption of Securities, the Stockholders will agree to sell their PRO RATA share of Securities being sold in such Sale of the Company on the terms and conditions approved by the Initiating Party, and such Stockholders will execute any merger or sale agreement approved by the Initiating Party in connection with such Sale of the Company. (b) TAKE-ALONG CONDITIONS. The obligations of the Stockholders with respect to the Sale of the Company are subject to the satisfaction of the following conditions, (i) upon the consummation of the Sale of the Company, all of the holders of a particular class or series of Securities shall receive the same form and amount of consideration per share or amount of Securities, or if any holders of a particular class or series of Securities are given an option as to the form and amount of consideration to be received, all holders of such class or series will be given the same option and (ii) all holders of then currently exercisable rights to acquire a particular class or series of Securities will be given an opportunity to either (A) exercise such rights prior to the consummation of the Sale of the Company and participate in such sale as holders of such Securities 6  or (B) upon the consummation of the Sale of the Company, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share or amount of Securities received by the holders of such type and class of Securities in connection with the Sale of the Company less the exercise price per share or amount of such rights to acquire such Securities by (2) the number of shares or aggregate amount of Securities represented by such rights. (c) PURCHASER REPRESENTATIVE. If an Initiating Party enters into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Stockholder that is not an "accredited investor" (within the meaning of Rule 501(a) of the Securities Act) will, at the request of the Initiating Party, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) approved by the Initiating Party, and the Initiating Party will pay the fees of such purchaser representative. If any such Stockholder declines to appoint the purchaser representative approved by the Initiating Party, such Stockholder will appoint another purchaser representative, and such Stockholder will be responsible for the fees of the purchaser representative so appointed. (d) EXPENSES. Each Stockholder will bear such Person's PRO RATA share (based upon the relative amount of Securities sold) of the reasonable costs of any sale of Securities pursuant to a Sale of the Company (but only if such Sale of the Company is actually consummated) to the extent such costs are incurred for the benefit of all Stockholders and are not otherwise paid by the Initiating Party, the Company or the acquiring party. Costs incurred by or on behalf of a Stockholder for such Person's sole benefit will not be considered costs of the transaction hereunder. In the event that any transaction that an Initiating Party elects to consummate or cause to be consummated pursuant to this Section 5.1 is not consummated for any reason, the Company will reimburse Holdings for all actual and reasonable expenses paid or incurred by Holdings in connection therewith. ARTICLE VI LIQUIDITY EVENT 6.1. EXCLUSIVE NEGOTIATION PERIOD. At any time subsequent to the Trigger Date, AIP may deliver notice to BNS that AIP has elected to exercise its rights under this Article VI. Promptly after delivery of such notice to BNS, BNS and AIP will commence good faith negotiations and use their reasonable efforts to enter into a definitive agreement providing for BNS's purchase of all Securities held by AIP (a "DEFINITIVE AGREEMENT"). During the period beginning on the Trigger Date and ending ninety (90) days (or such greater number of days as to which AIP may consent in its sole and absolute discretion) after the Trigger Date (such period, the "EXCLUSIVE NEGOTIATION PERIOD"), AIP shall not solicit, initiate, discuss or encourage the submission of any proposal or offer from any Person relating the acquisition of all or any part of the Securities held by AIP. 6.2 ENGAGEMENT OF GOLDMAN, SACHS; COOPERATION. If by the end of the Exclusive Negotiation Period, BNS and AIP do not enter into a Definitive Agreement, then AIP shall have the right, on behalf of Holdings and the Company, to engage Goldman, Sachs & Co. to conduct an auction for a Sale of the Company. 7  Such engagement shall include an undertaking by Goldman, Sachs & Co. to provide a fairness opinion to the Board with respect to such Sale of the Company, and shall otherwise be on customary terms and conditions, including with respect to the fees payable to Goldman, Sachs & Co. upon consummation of such Sale of the Company and the delivery of such fairness opinion. Holdings, the Company and each of the Stockholders shall, to the extent Goldman, Sachs & Co. may reasonably request in connection with such auction for the Sale of the Company, use its commercially reasonable efforts to, and shall cause the Company's Subsidiaries and the Company's and its Subsidiaries' respective officers, employees and advisors to use their respective commercially reasonable efforts to: (A) cooperate in the preparation of any offering memorandum, private placement memorandum, prospectus, confidential information memorandum or similar documents, (B) make senior management of the Company reasonably available for meetings and due diligence sessions, and (C) cooperate with prospective purchasers and their respective advisors in performing their due diligence. 6.3 SALE OF THE COMPANY. The Board, acting in its reasonable discretion and in consultation with Goldman, Sachs & Co., shall determine which prospective purchaser participating in the auction for the Sale of the Company provided in Section 6.2 has offered the largest cash consideration for such Sale of the Company; PROVIDED; HOWEVER; that if an Affiliate of Steel Partners II, L.P., is among the group of prospective purchasers whose offers are being considered, AIP shall have the right, acting in its reasonable discretion and in consultation with Goldman, Sachs & Co. to make such determination. Upon such determination, and provided that Goldman, Sachs & Co. has indicated that it will provide a fairness opinion to the Board with respect to such Sale of the Company, the Stockholders will consent to and raise no objections to the proposed transaction, and the Stockholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by such prospective purchaser. The rights and obligations of the Stockholders with respect to a Sale of the Company pursuant to this Section 6.3 shall be the same as the rights and obligations of the Stockholders with respect to a Sale of the Company pursuant to Section 5.1. ARTICLE VII PUTS AND CALLS 7.1. APPLICATION OF THIS ARTICLE. This Article VII shall be applicable to any Stockholder who, as of the date of acquisition of any shares of Common Stock, is an employee of Holdings or any of its Subsidiaries. 7.2. PUT OPTION. (a) If the Stockholder's employment with Holdings and its Subsidiaries is terminated by Holdings or its Subsidiaries without Cause, by the Stockholder for Good Reason, or by reason of Stockholder's Disability, death or Retirement , in each case prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, then each of the Stockholder and the Stockholder's Permitted Transferees (hereinafter sometimes collectively referred to as the "STOCKHOLDER GROUP") shall have the right, subject to the provisions of Section 7.5 hereof, for 180 days following the date of termination due to death and for 8  90 days for any other termination described in this sentence, to sell to Holdings, and Holdings shall be required to purchase (subject to the provisions of Section 7.5 hereof), on one occasion from each member of the Stockholder Group, all (but not less than all) of the shares of Common Stock then held by such member, at a price per share equal to the applicable purchase price determined pursuant to Section 7.3(c). (b) If the Stockholder Group desires to exercise its option to require Holdings to repurchase shares pursuant to Section 7.2(a), the members of the Stockholder Group shall send one written notice to Holdings setting forth the intention to sell all of their shares of Common Stock pursuant to Section 7.2(a) within the applicable period described therein, which notice shall include the signature of each member of the Stockholder Group (other than the Stockholder if deceased or incompetent, in which case the signature of such Stockholder's authorized representative). Subject to the provisions of Section 7.5, the closing of the purchase shall take place at the principal office of Holdings on a date specified by Holdings no later than the 60th day after the giving of such notice. (c) In the event of a purchase by Holdings pursuant to Section 7.2(a), the purchase price shall be a price per share equal to the Fair Market Value (measured as of the Termination Date). 7.3. CALL OPTIONS. (a) If the Stockholder's employment with Holdings or any of its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii), (iii) or (iv) below prior to a Sale of the Company, Holdings shall have the right and option to purchase, for a period of 90 days following the date of such termination of employment of the Stockholder, and each member of the Stockholder Group shall be required to sell to Holdings, any or all of the shares of Common Stock then held by such member of the Stockholder Group (it being understood that Holdings may elect to repurchase only the portion of Common Stock subject to repurchase hereunder which may be repurchased for less than Fair Market Value, if any), at a price per share equal to the applicable purchase price determined pursuant to Section 7.3(c): (i) if the Stockholder's active employment with Holdings or any of its Subsidiaries is terminated due to the Disability, death or Retirement of the Stockholder; (ii) if the Stockholder's active employment with Holdings or any of its Subsidiaries is terminated by Holdings or any such Subsidiary without Cause or by the Stockholder for Good Reason or if Holdings or any such Subsidiary elects not to renew Stockholder's active employment upon the expiration in accordance with its terms of a written employment agreement with Stockholder; (iii) if the Stockholder's active employment with Holdings or any of its Subsidiaries is terminated by the Stockholder after December 31, 2011 for any reason not set forth in Sections 7.3(a)(i) or (a)(ii); or (iv) if the Stockholder's active employment with Holdings or any of its Subsidiaries is terminated (A) by Holdings or any of its Subsidiaries for Cause or (B) by the Stockholder for any other reason not set forth in Sections 7.3(a)(i) or (a)(ii) on or prior to December 31, 2011. 9  (b) If Holdings desires to exercise its option to purchase any shares pursuant to this Section 7.3, Holdings shall, not later than 90 days after the date of termination of Stockholder's employment, send written notice to each member of the Stockholder Group of its intention to purchase shares, specifying the number of shares to be purchased (the "CALL NOTICE"). Subject to the provisions of Section 7.5, the closing of the purchase shall take place at the principal office of Holdings on a date specified by Holdings no later than the 60th day after the giving of the Call Notice. (c) In the event of a purchase by Holdings pursuant to Section 7.3(a), the purchase price shall be: (i) in the case of a termination of employment described in Section 7.3(a)(i), (a)(ii), (a)(iii), the purchase price shall be a price per share equal to the Fair Market Value (measured as of the Termination Date). (ii) in the case of a termination of employment described in Section 7.3(a)(iv), a price per share equal to the lesser of (A) Termination Book Value or (B) Cost; PROVIDED that in any case the Board shall have the right, in its sole discretion, to increase any purchase price set forth above. 7.4. OBLIGATION TO SELL SEVERAL. In the event there is more than one member of the Stockholder Group, the failure of any one member thereof to perform its obligations hereunder shall not excuse or affect the obligations of any other member thereof, and the closing of the purchases from such other members by Holdings shall not excuse, or constitute a waiver of its rights against, the defaulting member. 7.5. DEFERRAL OF PURCHASES. (a) Notwithstanding anything to the contrary contained herein, Holdings shall not be obligated or permitted to purchase any shares of Common Stock at any time pursuant to Section 7.2 or Section 7.3, respectively, regardless of whether it has delivered a notice of its election to purchase any such shares, (i) to the extent that the purchase of such shares (together with any other purchases of Common Stock pursuant to Section 7.2 and/or Section 7.3 or pursuant to similar provisions in the agreements with other management investors of which Holdings has at such time been given or has given notice) would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to Holdings or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (ii) if immediately prior to such purchase there exists a Financing Default which prohibits such purchase. Holdings shall within 15 days of learning of any such fact so notify the members of the Stockholder Group that it is not obligated or permitted to purchase shares hereunder. 10  (a) Notwithstanding anything to the contrary contained in Section 7.2 or Section 7.3, any shares of Common Stock which a member of the Stockholder Group has elected to sell to Holdings or which Holdings has elected to purchase from members of the Stockholder Group, but which in accordance with Section 7.5 are not purchased at the applicable time provided in Section 7.2 or Section 7.3 (and have not been purchased by AIP or BNS pursuant to Section 7.7), shall be purchased by Holdings on or prior to the 15th day after such date or dates that (after taking into account any purchases to be made at such time pursuant to agreements with other management investors) it is no longer prohibited from purchasing such shares under Section 7.5, and Holdings shall give the members of the Stockholder Group five (5) days prior notice of any such purchase. 7.6. PAYMENT FOR COMMON STOCK. If at any time Holdings elects or is required to purchase any shares of Common Stock pursuant to Section 7.2 or Section 7.3, Holdings shall pay the purchase price for the shares of Common Stock it purchases (i) first, by the cancellation of any indebtedness, if any, owing from the Stockholder to Holdings or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Stockholder Group receiving consideration in such repurchase) and (ii) then, by Holdings' delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Common Stock so purchased, duly endorsed; PROVIDED that if any of the conditions set forth in Section 7.5 exists which prohibits such cash payment, the portion of the cash payment so prohibited may be made, to the extent such payment is not prohibited, by Holdings' delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the Credit Agreement and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of Holdings, substantially in the form of Exhibit A (a "JUNIOR SUBORDINATED NOTE"), in a principal amount equal to the balance of the purchase price, payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the publicly announced prime rate of JP Morgan Chase, on the date of issuance. The Company shall use its reasonable efforts to repurchase Common Stock pursuant to Section 7.2 and Section 7.3 with cash and/or to prepay any Junior Subordinated Notes issued in connection with a repurchase of Common Stock pursuant to Section 7.2 or Section 7.3, and, in any event shall, within 10 days following the termination or removal of any condition in Section 7.5 that prohibited the repurchase of Common Stock with cash or the repayment of any Junior Subordinated Note, repurchase such Common Stock and/or repay such Junior Subordinated Note to the extent then permitted by Section 7.5 (after giving effect to such repurchase or repayment). If, at any time, the Company can repay some (but not all) of any Junior Subordinated Note as a result of termination or removal of any condition in Section 7.5 that prohibited such repayment, the Company shall, within 10 days of termination or removal of such condition, repay the maximum amount permitted to be repaid in accordance with Section 7.5. 7.7. AIP AND BNS PURCHASE RIGHTS. If at any time Holdings elects not to purchase, or is prevented (including as the result of the restrictions set forth in Section 7.5) from purchasing, any shares of Common Stock pursuant to Section 7.2 or Section 7.3, Holdings shall give AIP and BNS written notice of such election or bar not later than 30 days prior to the date on which Holdings would otherwise be obligated to purchase such shares (in the case of purchases pursuant to Section 7.2) or entitled to deliver the Call Notice (in the case of Section 7.3). AIP shall have the right to purchase any or all of the shares of Common Stock specified in such notice by giving written notice to Holdings and BNS within 15 days of receiving such notice from 11  Holdings. BNS shall have the right to purchase any of the shares of Common Stock that AIP does not elect to purchase pursuant to the preceding sentence by giving written notice of such election to AIP and Holdings within 25 days of receiving the notice from Holdings provided in the first sentence of this Section 7.7. Each purchase of shares of Common Stock pursuant to this Section 7.7 shall be on the same terms and subject to the same conditions as are applicable to purchases of shares of Common Stock by Holdings pursuant to Section 7.2 or Section 7.3, as the case may be; PROVIDED; HOWEVER, that the provisions of Section 7.5 shall not apply to any such purchase. ARTICLE VIII AMENDMENT AND TERMINATION 8.1. AMENDMENT AND WAIVER. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by each of (a) the holders of a majority of the BNS Securities and (b) the holders of a majority of the Employee Securities and AIP Securities, taken together. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. 8.2. TERMINATION OF CERTAIN PROVISIONS. The provisions of Article II, Article V and Section 4.2 shall terminate upon the consummation of the Company's first Public Offering. 8.3. TERMINATION OF AGREEMENT. This Agreement will terminate in respect of all Stockholders (a) with the written consent of (i) the holders of a majority of the BNS Securities, and (iv) the holders of a majority of the Employee Securities and AIP Securities, taken together, (b) upon the dissolution, liquidation or winding-up of the Company or (c) upon the consummation of a Sale of the Company. 8.4. TERMINATION AS TO A PARTY. Any Person who ceases to hold any Securities shall cease to be a Stockholder and shall have no further rights or obligations under this Agreement. ARTICLE IX MISCELLANEOUS 9.1. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below: 12  "AFFILIATE" of any particular Person means any other Person Controlling, Controlled by or under common Control with such particular Person or, in the case of a natural Person, any other member of such Person's Family Group. "AGREEMENT" has the meaning set forth in the Preface. "AIP" has the meaning given such term in the Preface. "AIP CHANGE OF CONTROL" means the failure of at least two of Kim A. Marvin, Dino Cusumano and John Becker to devote the substantial majority of their business time and attention to the affairs of AIP IV, LLC and its Affiliates. "AIP SECURITIES" means (a) the Common Stock acquired by AIP pursuant to the Subscription Agreement dated as of the date of this Agreement, (b) any Securities or Common Stock hereafter acquired by any holder of AIP Securities, and (c) any securities of Holdings issued with respect to the securities referred to in clauses (a) or (b) above by way of a payment-in-kind, stock dividend or stock split or in connection with a combination of shares, exchange, conversion, recapitalization, merger, consolidation or other reorganization. "ARBITRABLE DISPUTE" has the meaning given to such term in Section 9.13. "ARBITRATION EXPENSES" has the meaning given to such term in Section 9.13. "ARBITRATORS" has the meaning given to such term in Section 9.13. "BNS SECURITIES" means (a) the Common Stock acquired by BNS on the date of this Agreement under the Equity Purchase Agreement, (b) any Securities or Common Stock hereafter acquired by any holder of BNS Securities, and (c) any securities of Holdings issued with respect to the securities referred to in clauses (a) or (b) above by way of a payment-in-kind, stock dividend or stock split or in connection with a combination of shares, exchange, conversion, recapitalization, merger, consolidation or other reorganization. "BOARD" has the meaning given to such term in Section 2.1(a). "BOOK VALUE" means, as to each share of Common Stock on any date of determination, an amount equal to (i) the sum of stated capital in respect of the Common Stock PLUS additional paid in capital in respect of the Common Stock PLUS retained earnings of Holdings (net of the value of all accrued and unpaid dividends on Holdings' preferred stock), each determined according to GAAP, divided by (ii) the number of shares of the Common Stock outstanding on a fully diluted basis. "BUSINESS PLAN" shall mean (A) a proposed budget for the forthcoming five (5) fiscal years, including an income statement prepared on an accrual basis which shall show in reasonable detail the revenues and expenses projected for the business of the Company and its Subsidiaries on an annual basis for such period, a cash flow statement which shall show in reasonable detail the receipts and disbursements projected for the business of the Company and its Subsidiaries on an annual basis for such period and the amount of any 13  corresponding cash deficiency or surplus, and the projected borrowings of the Company and its Subsidiaries for such period, and (B) a proposed business plan for such period which shall show in reasonable detail the proposed business operations of the Company and its Subsidiaries, including staffing levels, and the operating strategy of the Company and its Subsidiaries. The Business Plan for each five (5) fiscal year period shall be presented to the Board not later than ninety (90) days prior to the beginning of such period, and the portions of the Business Plan described in clause (A) of the preceding sentence shall, to the extent practicable, be prepared on a basis consistent with the Company's audited financial statement and GAAP. "CALL NOTICE" has the meaning given such term in Section 7.3(b) hereof. "CAUSE" as used in connection with the termination of employment of any employee who is a Stockholder, (A) shall have the meaning set forth in such Stockholder's employment agreement in effect as of such termination of employment and (B) shall have the following meaning if such Stockholder does not have an employment agreement in effect as of such termination of employment: a termination of employment of such Stockholder by Holdings or any of its Subsidiaries due to (i) a breach of such Stockholder's fiduciary duties to Holdings or any of its Subsidiaries, (ii) any act of fraud with respect to Holdings or any of its Subsidiaries, (iii) the commission by such Stockholder of a felony or a crime involving moral turpitude, (iv) any act or omission causing material harm to the standing and reputation of Holdings or any of its Subsidiaries (other than any act or omission relating to a business decision made in good faith by such Stockholder), (v) any act of gross negligence or corporate waste by such Stockholder to Holdings or any of its Subsidiaries, (vi) the commission of any intentional tort by such Stockholder against Holdings or any of its Subsidiaries causing loss, damages or harm to Holdings or any of its Subsidiaries in excess of $150,000, (vii) the misappropriation of proprietary information or confidential information, or (viii) the failure of such Stockholder to render services to Holdings or any of its Subsidiaries in accordance with such Stockholder's employment which failure amounts to a material neglect of such Stockholder's duties to Holdings or any of its Subsidiaries and such failure continues for a period of 30 days after written notice from Holdings or any of its Subsidiaries specifying such breach. "CLOSING DATE" has the meaning given such term in the Merger Agreement. "COMMON STOCK" means, collectively, Holdings' common stock, no par value and any other class or series of authorized capital stock of Holdings which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of Holdings. "COMMON STOCK EQUIVALENTS" means (without duplication with any Common Stock or other Common Stock Equivalents) rights, warrants, options (including the Options), convertible securities, or exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock or securities exercisable for or convertible or exchangeable into Common Stock, whether at the time of issuance or upon the passage of time or the occurrence of some future event. 14  "COMPANY" has the meaning set forth in the preface. "COMPANY SALE" means a transaction with one or more independent third parties pursuant to which such party or parties (i) acquire (whether by merger, consolidation or transfer or issuance of capital stock) capital stock of the Company (or any surviving or resulting corporation) possessing the voting power to elect a majority of the board of directors of the Company (or such surviving or resulting corporation) or (ii) acquire all or substantially all of the Company's assets determined on a consolidated basis. "CONTROL" (including, with correlative meaning, all conjugations thereof) means with respect to any Person, the ability of another Person to control or direct the actions or policies of such first Person, whether by ownership of voting securities, by contract or otherwise. "COST" means, with respect to shares of Common Stock, the price per share paid by the Stockholder (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations). "COSTS AND FEES" has the meaning given such term in Section 9.13 hereof. "CREDIT AGREEMENT" means the Loan And Security Agreement, dated as of October 31, 2006, among CS Acquisition Corp., a Missouri corporation, Collins Industries, Inc., a Missouri corporation, Collins Bus Corporation, a Kansas corporation, Wheeled Coach Industries, Inc., a Florida corporation, Capacity of Texas, Inc., a Texas corporation, Mid Bus, Inc., an Ohio corporation, Mobile Products, Inc., a Kansas corporation, the Guarantors signatory thereto, the financial institution(s) listed on the signature pages thereof and their respective successors and Eligible Assignees and GMAC Commercial Finance LLC, a Delaware limited liability company, for itself as a Lender and as Agent, as amended, restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time. "DISABILITY" as used in connection with an employee of Holdings or any of its Subsidiaries who is a Stockholder, means the inability of such Stockholder to perform such essential functions of such Stockholder's job, with or without reasonable accommodation, by reason of a physical or mental infirmity, for a continuous period of six months. The period of six months shall be deemed continuous unless such Stockholder returns to work for at least 30 consecutive business days during such period and performs during such period at the level and competence that existed prior to the beginning of the six-month period. The date of such Disability shall be on the first day of such six-month period. "EMPLOYEE" has the meaning set forth in the preface. "Employee" and "Employment." The term "EMPLOYEE" means any employee (as defined in accordance with the regulations and revenue rulings then applicable under Section 3401(c) of the Internal Revenue Code of 1986, as amended) of Holdings or any of its Subsidiaries, and the term "EMPLOYMENT" shall include service as a part- or full-time employee to Holdings or any of its Subsidiaries. 15  "EMPLOYEE SECURITIES" means (a) the Common Stock acquired by the Employees on the date of this Agreement under Subscription Agreements, (b) any Options and any Common Stock issued upon exercise of the Options, (c) any Securities or Common Stock hereafter acquired by any holder of Employee Securities, and (d) any securities of Holdings issued with respect to the securities referred to in clauses (a), (b) or (c) above by way of a payment-in-kind, stock dividend or stock split or in connection with a combination of shares, exchange, conversion, recapitalization, merger, consolidation or other reorganization. "EQUITY PURCHASE AGREEMENT" means the Subscription Agreement of even date herewith by and among Holdings and BNS. "EXEMPT AIP TRANSFER" means a Transfer of AIP Securities (a) pursuant to a Sale of the Company under Section 5.1 or other transaction approved under Section 2.2, (b) pursuant to a Public Sale, (c) upon distribution to AIP's members, (d) upon the death of such holder pursuant to the applicable laws of descent and distribution, (e) to or among such holder's Family Group and siblings, descendants of such siblings and any trust established and maintained for the benefit of any of the foregoing or (f) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, Holdings. "EXEMPT BNS TRANSFER" means a Transfer of BNS Securities (a) pursuant to a Sale of the Company under Section 5.1 or other transaction approved under Section 2.2, (c) pursuant to a Public Sale, (d) upon distribution to any BNS's stockholders, (e) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, Holdingsor (f) pursuant to a pledge of BNS Securities to Steel Partners II, L.P., or its Affiliate, as security for an obligation of BNS to Steel Partners II, L.P., or its Affiliates. "EXEMPT EMPLOYEE TRANSFER" means a Transfer of Employee Securities (a) pursuant to a Sale of the Company under Section 5.1 or other transaction approved under Section 2.2, (b) to Holdings pursuant to the call option under Section 7.3, (c) to Holdings pursuant to an exercise of the put option under Section 7.2, (d) pursuant to a Public Sale, (e) upon the death of the holder pursuant to the applicable laws of descent and distribution, (f) to or among such Employee's Family Group or (h) incidental to the exercise, conversion or exchange of such securities in accordance with their terms, any combination of shares (including any reverse stock split) or any recapitalization, reorganization or reclassification of, or any merger or consolidation involving, Holdings. "EXEMPT TRANSFER" means an Exempt Employee Transfer, an Exempt BNS Transfer and Exempt AIP Transfer. "FAIR MARKET VALUE" as of any date means (a) with respect to publicly traded Common Stock, the market trading price of such Common Stock, and (b) with respect to non-publicly traded Common Stock, the fair market value of such Common Stock (expressed on a per-share basis after giving effect to the exercise of any options or warrants then outstanding if prior to a Company Sale 16  or after giving effect to the exercise of any vested options or vested warrants then outstanding at the time of a Company Sale) as of the relevant date, as determined in good faith by the Board based on such factors as the Board may deem appropriate (PROVIDED that a Stockholder may request an independent appraisal of such Common Stock by a nationally recognized investment banking firm selected jointly by such Stockholder and the Board). In the event of an independent appraisal pursuant to the foregoing clause (b), such appraisal shall not give effect to any minority interest discount or lack of control, but shall give effect to any illiquidity, and the cost of such appraisal shall be (A) shared equally between the Stockholder and the Company if such appraisal is within 10% of the appraisal provided by the Board, (B) paid by the Stockholder if such appraisal is less than or equal to 90% of the appraisal provided by the Board, and (C) paid by the Company if such appraisal is greater than or equal to 110% of the appraisal provided by the Board. "FAMILY GROUP" means, with respect to any individual, such individual's spouse and descendants (whether natural or adopted) and any trust established and maintained for the benefit of such individual, such individual's spouse or such individual's descendants. "FINANCING DEFAULT" means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the following as they may be amended from time to time: (i) the Credit Agreement and any extensions, renewals, refinancings or refundings thereof in whole or in part; (ii) any other agreement under which an amount of indebtedness of Holdings or any of its Subsidiaries in excess of $1,000,000 is outstanding as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; (iii) any provision of Holdings' or any of its Subsidiary's articles of incorporation as in effect on the Closing Date; (iv) any amendment of, supplement to or other modification of any of the instruments referred to in clauses (i) through (iii) above; and (v) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clauses (i) through (iv) above, and any extensions, renewals, refinancings or refundings thereof in whole or in part. "FULLY-DILUTED SHARES" means, as of any date of determination, the number of shares of such Common Stock outstanding plus (without duplication) all shares of such Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then-outstanding Common Stock Equivalents. "GAAP" means United States generally accepted accounting principles consistently applied with prior periods. "GOOD REASON" with respect to an employee who is a Stockholder, means a material reduction of such Stockholder's duties and responsibilities or a change in such Stockholder's duties and responsibilities which are materially inconsistent with the type of duties and responsibilities of such Stockholder at such time, or a material reduction in compensation paid to such Stockholder (excluding any reduction in such Stockholder's salary that is part of an overall plan to reduce the aggregate amount of salary paid to management investors). "HOLDINGS" has the meaning given in the Preface. 17  "HOLDINGS REORGANIZATION" means (a) a merger of Holdings into the Company pursuant to which (i) the Company is the survivor, (ii) the Company issues to the Stockholders a number of shares of Common Stock equal in relative proportion to the number of Securities held by such Stockholders and (iii) all Securities then held by such Stockholders are canceled or (b) a similar transaction or exchange of securities pursuant to which (i) the Company issues to the Stockholders a number of shares of Common Stock equal in relative proportion to the number of Securities held by such Stockholders and (ii) all Securities then held by such Stockholders are canceled. "INDEPENDENT THIRD PARTY" means any Person who, immediately prior to the contemplated transaction, does not beneficially own five percent (5%) or more of the Fully-Diluted Shares who is not an Affiliate of any such five percent (5%) beneficial owner and is not a member of the Family Group of any such five percent (5%) beneficial owner. "INITIATING PARTY" has the meaning given such term in Section 6.1(a). "JUNIOR SUBORDINATED NOTE" has the meaning given such term in Section 7.6. "MERGER AGREEMENT" means the Agreement and Plan of Merger dated as of September 26, 2006 among the Company, Steel Partners II, L.P. and CS Acquisition Corp. "NEW STOCKHOLDER" has the meaning given such term in the Preface. "NEW STOCKHOLDER SECURITIES" means (a) Common Stock hereafter acquired by a New Stockholder and (b) any securities of Holdings issued with respect to the securities referred to in clause (a) above by way of payment-in-kind, stock dividend or stock split, or in connection with a combination of shares, exchange, recapitalization, merger, consolidation or other reorganization. "OPERATIONS COMMITTEE" has the meaning given such term in Section 3.2(a). "OPTIONS" means any options to purchase shares of Common Stock granted by Holdings to any Employee on or after the date of this Agreement. "ORIX CREDIT AGREEMENT" means the Loan And Security Agreement, dated as of October 31, 2006, among CS Acquisition Corp., a Missouri corporation, Collins Industries, Inc., a Missouri corporation, Collins Bus Corporation, a Kansas corporation, Wheeled Coach Industries, Inc., a Florida corporation, Capacity of Texas, Inc., a Texas corporation, Mid Bus, Inc., an Ohio corporation, Mobile Products, Inc., a Kansas corporation, the Guarantors signatory thereto, the financial institution(s) listed on the signature pages thereof and their respective successors and Eligible Assignees and ORIX Finance Corp., a Delaware corporation, for itself as a Lender and as Agent, as amended, restated, extended, renewed, refinanced, replaced, supplemented or otherwise modified from time to time. "OWNERSHIP PERCENTAGE" means, for each Stockholder, the percentage obtained by dividing the number of shares of Securities (other than Excluded Securities) held by such Stockholder by the total number of shares of such Securities (other than Excluded Securities) outstanding. 18  "PERMITTED STOCKHOLDER TRANSACTIONS" means (i) the Management Services Agreement dated as of October 31, 2006, between AIP IV, LLC and Collins Industries, Inc., (ii) the Management Services Agreement dated as of October 31, 2006, between BNS Holding, Inc., and Collins Industries, Inc., and (iii) the advisory fee letter dated October 31, 2006 between Collins Industries, Inc. and Steel Partners II, L.P. "PERMITTED TRANSFEREE" means the transferees in any Transfer described in clauses (f) or (g) of the definition of "Exempt Employee Transfer." "PERSON" means an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof. "PUBLIC OFFERING" means a sale of Common Stock to the public in an offering pursuant to an effective registration statement filed with the SEC pursuant to the Securities Act, as then in effect, provided that a Public Offering shall not include an offering made in connection with a business acquisition or combination or an employee benefit plan. "PUBLIC SALE" means a sale of Securities pursuant to a Public Offering or a Rule 144 Sale. "REQUIRED CONSENT OF THE STOCKHOLDERS" means the written consent of AIP and BNS. "REQUIRED MAJORITY OF THE BOARD" means the affirmative vote of four (4) members of the Board, including at least one (1) member designated by AIP. "RETIREMENT" shall mean, with respect to an employee who is a Stockholder, such Stockholder's voluntary retirement as an employee of Holdings or any of its Subsidiaries on or after reaching age 62 or such earlier age as may be otherwise determined by the Board after at least three years employment with Holdings after the Closing Date. "RULE 144" means Rule 144 adopted under the Securities Act (or any successor rule or regulation). "RULE 144A" means Rule 144A adopted under the Securities Act (or any successor rule or regulation). "RULE 144 SALE" means a sale of Securities to the public through a broker, dealer or market-maker pursuant to the provisions of Rule 144 adopted under the Securities Act (or any successor rule or regulation). "SALE OF THE COMPANY" means the consummation of a transaction, whether in a single transaction or in a series of related transactions that are consummated contemporaneously (or consummated pursuant to contemporaneous agreements), (i) with an Independent Third Party or a group of Independent Third Parties or (ii) with any other Person or Persons on an arm's-length basis 19  pursuant to which such party or parties (a) acquire (whether by merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise) more than 50% of the Securities, (b) acquire assets constituting all or substantially all of the assets of Holdings, or (c) acquire assets constituting all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. "SEC" means the Securities and Exchange Commission. "SECURITIES" means, collectively, the BNS Securities, the Employee Securities, the AIP Securities and the New Stockholder Securities. "SECURITIES ACT" means the Securities Act of 1933, as amended from time to time. "STOCKHOLDER" has the meaning given such term in the Preface. "STOCKHOLDER GROUP" shall have the meaning set forth in Section 7.2(a). "SUBSCRIPTION AGREEMENTS" mean the Subscription Agreements between Holdings and the Stockholders party hereto. "SUBSIDIARY" means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect directors having a majority of the voting power of the board of directors of such corporation. "SUSPENSION EVENT" shall mean (i) an AIP Change of Control, or (ii) an event of default under the Credit Agreement that remains uncured. "TERMINATION BOOK VALUE" shall mean Book Value as of the last day of the month during which the termination of employment giving rise to a purchase of shares of Common Stock pursuant to this Agreement occurs. "TERMINATION DATE" means the date upon which Stockholder's employment with Holdings and its Subsidiaries is terminated. "TRANSFER" means (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any Security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of such Security or any interest therein. "TRIGGER DATE" means the earlier of (A) the fifth anniversary of the Closing Date, and (B) after the occurrence of any of the events described in clauses (1), (2) and (3) of Section 8.1(f) of the Credit Agreement (each such event, a "TRIGGER EVENT"), the earlier of (1) six (6) months after the date of the first Trigger Event to occur subsequent to the Closing Date, and (2) the third anniversary of the Closing Date. 20  9.2. LEGENDS. (a) STOCKHOLDERS AGREEMENT. Each certificate or instrument evidencing Securities and each certificate or instrument issued in exchange for or upon the Transfer of any such Securities (if such securities remain subject to this Agreement after such Transfer) shall be stamped or otherwise imprinted with a legend (as appropriately completed under the circumstances) in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE ["EMPLOYEE SECURITIES"] ["AIP SECURITIES"] ["BNS SECURITIES"] UNDER A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 31, 2006 AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF HOLDINGS' STOCKHOLDERS AND, AS SUCH, ARE SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY HOLDINGS TO THE HOLDER HEREOF UPON WRITTEN REQUEST." (b) REMOVAL OF LEGENDS. Whenever in the opinion of Holdings and counsel reasonably satisfactory to Holdings (which opinion shall be delivered to Holdings in writing) the restrictions described in any legend set forth above cease to be applicable to any Securities, the holder thereof shall be entitled to receive from Holdings, without expense to the holder, a new instrument or certificate not bearing a legend stating such restriction. 9.3. BINDING EFFECT. The provisions of this Agreement shall be binding upon the parties hereto after a Holdings Reorganization. After a Holdings Reorganization, all references to the Company or Holdings, as the case may be, shall become references to the company surviving any merger which occurs as part of a Holdings Reorganization. 9.4. ACKNOWLEDGMENT AND CONSENT. Each of the parties hereto hereby consents and agrees to raise no objection to a Holdings Reorganization. 9.5. PURCHASER'S EMPLOYMENT BY THE COMPANY. Nothing contained in this Agreement shall be deemed to obligate Holdings, the Company or any of their Subsidiaries to employ any Stockholder in any capacity whatsoever or to prohibit or restrict the Company (or any such subsidiary) from terminating the employment of any Stockholder (if such Stockholder is an employee) at any time or for any reason whatsoever, with or without Cause. 9.6. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect 21  any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 9.7. ENTIRE AGREEMENT. Except as otherwise expressly contemplated hereby, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 9.8. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Holdings, the Company and their respective successors and assigns and the Stockholders and any subsequent holders of Securities and the respective successors and assigns of each of them, so long as they hold Securities. 9.9. COUNTERPARTS. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. 9.10. REMEDIES. Holdings, the Company and the Stockholders shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that Holdings, the Company or any Stockholder may in such Person's sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. 9.11. NOTICES. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to Holdings and the Company at the address set forth below and to any other recipient at the address indicated on the attached signature pages hereto and to any subsequent holder of Securities subject to this Agreement at such address as indicated by Holdings' records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile (receipt confirmed) delivered personally, 5 days after deposit in the U.S. mail and one business day after deposit with a reputable overnight courier service. The Company's address is: Collins Industries, Inc. 180 State Street, Suite 240 Southlake, Texas 76092 Attention: Randall Swift, Chief Operating Officer Fax: (817)-310 0907 22  Holding's address is: Collins I Holding Corp. c/o BNS Holding, Inc. 25 Enterprise Center Middletown, RI 02842 Attention: Michael Warren, President and Chief Executive Officer Fax: (401) 848-6444 9.12. GOVERNING LAW. The construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 9.13. NON-BINDING MEDIATION; BINDING ARBITRATION. Any dispute, controversy, or claim arising under or relating to this Agreement ("ARBITRABLE DISPUTE") shall be resolved by final and binding arbitration in New York, New York pursuant to the American Arbitration Association Commercial Arbitration Rules, subject to the following: (a) Any party may demand that any Arbitrable Dispute be submitted to binding arbitration. The demand for arbitration shall be in writing, shall be served on the other party in the manner prescribed herein for the giving of notices, and shall set forth a short statement of the factual basis for the claim, specifying the matter or matters to be arbitrated. (b) The arbitration shall be conducted by a single arbitrator (the "ARBITRATOR"). All arbitration proceedings shall take place in New York, New York. (c) Except as provided herein: (i) each party shall bear its own "COSTS AND FEES," which are defined as all reasonable pre-award expenses of the arbitration, including travel expenses, out-of-pocket expenses (including, but not limited to, copying and telephone) witness fees, and reasonable attorney's fees and expenses; (ii) the fees and expenses of the Arbitrator and all other costs and expenses incurred in connection with the arbitration ("ARBITRATION EXPENSES") shall be borne equally by the parties; and (iii) notwithstanding the foregoing, the Arbitrator shall be empowered to require any one or more of the parties to bear all or any portion of such Costs and Fees and/or the fees and expenses of the Arbitrator in the event that the Arbitrator determine such party has acted unreasonably or in bad faith. 23  (d) The Arbitrator shall have the authority to award any remedy or relief that a Court of the State of Delaware could order or grant, including, without limitation, specific performance of any obligation created under the Agreement, the awarding of punitive damages, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. Such decision and award shall be in writing and counterpart copies thereof shall be delivered to each party. The decision and award of the Arbitrator shall be binding on all parties. In rendering such decision and award, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Any party to the arbitration may seek to have judgment upon the award rendered by the Arbitrator entered in any court having jurisdiction thereof. 9.14. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 9.15. BNS TAX LOSSES. BNS will use its commercially reasonable efforts not to impair under Section 382 of the Internal Revenue Code of 1986, as amended, (whether by action or omission) its ability to utilize its historical net operating losses to offset the Company's taxable income. BNS will provide to AIP such information as AIP may from time to time reasonably request with respect to the status of BNS's historical net operating losses. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] [SIGNATURE PAGE FOLLOWS] 24  IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written. COLLINS I HOLDING CORP. By: /s/ John Becker ---------------------------------------- Name: John Becker Title: Vice President COLLINS INDUSTRIES, INC. By: /s/ John Becker ---------------------------------------- Name: John Becker Title: Vice President BNS HOLDING, INC. By: /s/ Michael Warren ---------------------------------------- Name: Michael Warren Title: President Address: 25 Enterprise Center Middletown, RI 02842 Attention: Michael Warren, President and Chief Executive Officer Fax ###-###-#### AIP/CHC HOLDINGS, LLC By AIP IV, LLC, its sole member By: /s/ Dino Cusumano ---------------------------------------- Name: Dino Cusumano Title: Manager Address: 535 Fifth Avenue 32 Floor New York, NY 10017 Attention: Paul J. Bamatter Fax ###-###-####