Warrant Agreement to Purchase Common Stock of Collins I Holding Corp. by BNS Holding, Inc.

 Exhibit 10.6 This Warrant and the securities issuable upon exercise hereof have not been registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be transferred in violation of any such laws, the rules and regulations thereunder or the provisions of this Warrant. WARRANT To Purchase Common Stock of COLLINS I HOLDING CORP. Warrant No. 1 No. of Common Shares: Up to 38,304  TABLE OF CONTENTS ----------------- Page ---- SECTION 1. DEFINITIONS 2 SECTION 2. EXERCISE OF WARRANT 5 SECTION 3. TRANSFER, DIVISION AND COMBINATION 7 SECTION 4. ADJUSTMENTS 8 SECTION 5. NOTICES TO WARRANT HOLDERS 10 SECTION 6. NO IMPAIRMENT 11 SECTION 7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY 12 SECTION 8. TAKING OF RECORD STOCK AND WARRANT TRANSFER BOOKS 12 SECTION 9. RESTRICTIONS ON TRANSFERABILITY 12 SECTION 10. LOSS OR MUTILATION 13 SECTION 11. OFFICE OF THE COMPANY 13 SECTION 12. HOLDER NOT DEEMED STOCKHOLDER 13 SECTION 13. MISCELLANEOUS 13 EXHIBITS Exhibit A - Subscription Form Exhibit B - Assignment Form No. of Common Shares: Up to 38,304 Warrant No. 1 ii  WARRANT To Purchase Common Stock of COLLINS I HOLDING CORP. THIS IS TO CERTIFY THAT BNS HOLDING, INC., a Delaware corporation, or registered assigns, is entitled, after the Effective Date (as hereinafter defined) and prior to the Expiration Date (as hereinafter defined), to purchase from COLLINS I HOLDING CORP., a Delaware corporation (the "Company"), up to 38,304 shares of the Company's Common Stock (as hereinafter defined), which number of shares shall be subject to adjustment as provided for herein, at a purchase price per share equal to the Current Warrant Price as hereinafter defined, all on the terms and conditions and pursuant to the provisions hereinafter set forth. SECTION 1 DEFINITIONS As used in this Warrant, the following terms have the respective meanings set forth below: "AFFILIATE" shall mean any Person (as hereinafter defined) that controls, is controlled by, or is under common control with, any other Person. For the purposes of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise. "ANNIVERSARY DATE" shall mean the tenth anniversary of the issue date of this Warrant. "BUSINESS DAY" shall mean any day that is not a Saturday or Sunday or a day on which banks in the State of New York are required to be closed. "CLOSING DATE" shall mean the date on which the deliveries required to properly exercise this Warrant pursuant to Section 2.1(b) of this Warrant have been made. "COMMISSION" shall mean the United States Securities and Exchange Commission or the principal United States federal agency then administering the Securities Act or other United States federal securities laws. "COMMON STOCK" shall mean (except where the context otherwise indicates) the common stock of the Company, par value one-tenth of one cent ($.001) per share, as constituted on the date hereof, and any shares of capital stock of the Company into which such common stock may thereafter be changed, and shall also include (i) shares of the Company's capital stock of any other class (regardless of how denominated) issued to the holders of shares of Common Stock 2  upon any reclassification thereof which is not preferred as to dividends or assets over any other class of shares of the Company's capital stock and which is not subject to mandatory redemption and (ii) shares of the capital stock of any successor, resulting, surviving or acquiring corporation (as defined in Section 4.2) received by or distributed to the holders of common shares of the Company in the circumstances contemplated by Section 4.2. "CORPORATION" shall mean Collins Industries, Inc., a Missouri corporation. "CURRENT WARRANT PRICE" on any date shall be the par value per share of the Common Stock on such date. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, or any similar United States federal statute, and the rules and regulations of the Commission in effect from time to time thereunder. "EXERCISE PERIOD" shall have the meaning set forth in Section 2.1. "EXERCISE QUANTITY" means the lesser of (i) [38,304] and (ii) the number of shares of Warrant Stock the Transfer of which pursuant to the Triggering Event giving rise to the exercise of the Warrant results in proceeds to the Holder that, together with all other Investment Return Proceeds, causes the Internal Rate of Return to equal, but not exceed, eight percent (8%). "EXPIRATION DATE" shall mean the earlier of (i) the Anniversary Date and (ii) the effective date or consummation date of a Triggering Event. "HOLDER" shall mean the Person in whose name the Warrant set forth herein is registered on the books of the Company maintained for such purpose. "INTERNAL RATE OF RETURN" means the semi annual, bond equivalent discount rate which, when used to value all Investment Return Payments, and taking into account the dates on which such payments were received, results in such Investment Return Payments having a value equal to the purchase price of the Original Shares. "INVESTMENT RETURN PAYMENTS" shall mean all dividends, distributions and payments received by the Holders with respect to the Original Shares and the Warrant Stock, including, without limitation, payments received in connection with the Triggering Event giving rise to the exercise of the Warrant. "MAJORITY HOLDERS" shall mean the holders of Warrants exercisable for in excess of 50% of the aggregate number of shares of Common Stock then purchasable upon exercise of all Warrants. 3  "OTHER PROPERTY" shall have the meaning set forth in Section 4.2. "ORIGINAL SHARES" shall mean the shares of Common Stock purchased by BNS Holding, Inc. pursuant to the Stock Purchase Agreement. "PERSON" shall mean any legal entity or person, including without limitation, an individual, a partnership, a joint venture, a corporation, a company, a trust, an estate, an unincorporated organization or a government or any department or agency thereof. "RULE 144" shall mean the rule of such number promulgated by the Commission under the Securities Act and any successor rule thereto. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any similar United States federal statute, and the rules and regulations of the Commission in effect from time to time thereunder. "STOCKHOLDERS' AGREEMENT" means the Stockholders' Agreement of even date herewith by and among the Company, Collins Industries, Inc., AIP/CHC Holdings, LLC, BNS Holding, Inc., and the "Employees" as defined and referred to therein. "STOCK PURCHASE AGREEMENT" shall mean the Agreement of even date herewith by and between the Company and BNS Holding, Inc. "TRANSACTION PRICE" means the price per share payable or distributable with respect to the Common Stock in connection with the Triggering Event giving rise to the exercise of this Warrant. "TRANSFER" shall mean any disposition of any Warrant or Warrant Stock or of any interest in either, which would constitute a sale, trade or distribution thereof within the meaning of the Securities Act. "TRANSFER NOTICE" shall have the meaning set forth in Section 9.2. "TRIGGERING EVENT" shall mean (A) any Sale of the Company, as such term is defined in the Stockholders' Agreement, or (B) the liquidation, dissolution or winding-up of the Company. "TRIGGER PERIOD" shall mean any period beginning on the day Holder receives, or should have received, notice of a Triggering Event pursuant to Section 5.3 and ending on the effective date or consummation date of such Triggering Event. 4  "WARRANT" and "WARRANTS" shall mean this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised. "WARRANT PRICE" shall mean an amount equal to the product obtained by multiplying (i) the number of shares of Common Stock being purchased upon exercise of this Warrant pursuant to Section 2.1, by (ii) the Current Warrant Price as of the date of such exercise. "WARRANT STOCK" shall mean the shares of Common Stock purchased by the holders of the Warrants upon the exercise thereof. SECTION 2 EXERCISE OF WARRANT 2.1 MANNER OF EXERCISE. 2.2 (a) From and after the date hereof and until 5:00 P.M. (New York City time) on the Expiration Date (the "Exercise Period"), Holder may exercise this Warrant for the number of shares of Common Stock equal to the Exercise Quantity on any Business Day that falls within both the Exercise Period and a Trigger Period. This Warrant shall terminate in the event that (A) notice is given to Holder of a Triggering Event pursuant to Section 5.3, (B) this Warrant is not exercised in accordance with the terms hereof prior to such Triggering Event becoming effective or being consummated, and (C) such Triggering Event becomes effective or is consummated. (b) In order to exercise this Warrant, as a whole or in part, Holder shall deliver to the Company at its principal office, 15 Compound Drive, Hutchinson, Kansas 67502, or at the office or agency designated by the Company pursuant to Sections 12 and 16.2, or at the location of the closing of the Triggering Event giving rise to such exercise, as specified in the notice of such Triggering Event delivered to Holder pursuant to Section 5.3, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased or included in the transaction constituting a Triggering Event (such written notice to be substantially in the form of Exhibit A hereto and duly executed by Holder or its agent or attorney), (ii) payment of the Warrant Price by, at such Holder's option (a) a wire transfer in immediately available funds to an account in a bank located in New York designated by the Company for such purpose, (b) a certified or official bank check payable to the order of the Company, or (c) surrender of certificates then held representing, or deduction from the number 5  of shares of Common Stock issuable upon exercise of this Warrant, that number of shares of Common Stock which has an aggregate Transaction Price on the date of exercise equal to the Warrant Price and (iii) this Warrant. (c) Upon receipt of the documents and payment required by the preceding paragraph 2.1(b), the Company shall, as promptly as practicable, and in any event prior to the Triggering Event giving rise to the exercise of the Warrant, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of shares, including fractional shares, of Warrant Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be in such denomination or denominations as such Holder shall reasonably request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name or names as shall be designated in the notice. (d) This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or, subject to Section 2.2 hereof, any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash and/or check or checks, in the form and amount required by this Section 2.1 and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid. 2.2 PAYMENT OF TAXES. The Company shall pay all taxes and other governmental charges that may be imposed with respect to, the original issue or delivery of all shares of Warrant Stock issuable upon the exercise of this Warrant pursuant to the terms hereof, unless such tax or charge is imposed by law upon Holder, in which case such taxes or charges shall be paid by Holder. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer of this Warrant or involved in the issuance of any certificate for shares of Warrant Stock issuable upon exercise of this Warrant in any name other than that of Holder, and in such case the Company shall not be required to transfer the Warrant or issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or other charge is due. 2.3 CONTINUED VALIDITY. A holder of shares of Warrant Stock issued upon the exercise of this Warrant, in whole or in part (other than a holder who acquires such shares after the same have been publicly sold pursuant to a Registration Statement under the Securities Act, or sold pursuant to Rule 144), shall continue to be entitled or bound with respect to such shares to all rights or obligations to which it would have been entitled or bound as Holder under Sections 2.4, 9 and 13 of this Warrant. 6  2.4 RESTRICTIONS ON WARRANT STOCK. Holder agrees that, upon any exercise of this Warrant, the Warrant Stock acquired by such Holder will be subject to the terms and conditions applicable to BNS Securities set forth in the Stockholders' Agreement. 2.5 NO ADDITIONAL RIGHTS RIGHTS CUMULATIVE. Neither the Company nor any Affiliate nor any stockholder involved in any proposed transaction that is the subject of a Triggering Event shall have any obligation to the Holders to consummate any such proposed transaction once an agreement or agreement in principle or decision to proceed with respect thereto is reached, whether on the terms first proposed or revised, or to include any such Holder in, or apprise any such Holder of, any negotiations or discussions concerning any such proposed transaction among the prospective parties thereto, except as expressly provided herein and in the Stockholders' Agreement. SECTION 3 TRANSFER, DIVISION AND COMBINATION 3.1 TRANSFER. Subject to compliance with Sections 2.2, 3.5, and 9, transfer of this Warrant and all rights hereunder, as a whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 11, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to Section 3.5 and Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance with Section 3.5 and Section 9, may be exercised by a new Holder for the purchase of shares of Warrant Stock without having a new Warrant issued. 7  3.2 DIVISION AND COMBINATION. Subject to Section 3.5 and Section 9, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section 9, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 3.3 EXPENSES. The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 3. 3.4 MAINTENANCE OF BOOKS. The Company agrees to maintain, at its aforesaid office or agency, books for the registration and the registration of transfer of the Warrants. 3.5 RESTRICTIONS ON TRANSFER. This Warrant and Warrant Stock may be transferred in accordance with Section 9 hereto. Any attempted transfer in violation of the provisions of this Section 3.5 shall be null and void. 3.6 SECTION 4 ADJUSTMENTS The number of shares of Common Stock for which this Warrant is exercisable shall be subject to adjustment from time to time as set forth in this Section 4. 4.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time the Company shall: 4.2 (a) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock, 8  (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event. 4.2 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR DISPOSITION OF ASSETS. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with another corporation (where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation, where this Warrant does not cease to be exercisable pursuant to Section 2.1 or terminate as a result of such transaction and, pursuant to the terms of such reorganization, reclassification, consolidation, merger or disposition of assets, shares of common stock of the successor, resulting, surviving or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor, resulting, surviving or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then each Holder shall have the right thereafter to receive, upon exercise of such Warrant, the number of shares of common stock of the successor, resulting, surviving or acquiring corporation or of the Company and Other Property receivable upon or as a result of such reorganization, reclassification, consolidation, merger or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, consolidation, merger or disposition of assets, the successor, resulting, surviving or acquiring corporation, if any, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of the Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.2 "common stock of the successor, resulting, surviving or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which 9  are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 4.2 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or dispositions of assets. SECTION 5 NOTICES TO WARRANT HOLDERS 5.1 NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted pursuant to Section 4, the Company shall forthwith prepare a certificate to be executed by the chief financial officer (or if there is no acting chief financial officer, the chief executive officer) of the Company setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares of Common Stock for which this Warrant is exercisable and (if such adjustment was made pursuant to Section 4.2) describing the number and kind of any other shares of stock or Other Property for which this Warrant is exercisable, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Company shall promptly cause a signed copy of such certificate to be delivered to each Holder in accordance with Section 13.2. The Company shall keep at its office or agency designated pursuant to Section 11 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof. 5.2 NOTICE OF CERTAIN CORPORATE ACTION. In case the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock, (b) to effect any capital reorganization, consolidation or merger or (c) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall within ten days send the Holders a notice of such proposed action, which shall specify the record date on which a record is to be taken for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, purchasable upon exercise of each Warrant and the Current Warrant Price after giving effect to any adjustment which will be required as a result of such action. Such notice shall be given as promptly as possible and, in the case of any action covered by clause (a) above, at least 10  ten (10) Business Days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier. 5.3 NOTICE OF TRIGGERING EVENT. The Company shall notify each Holder of any definitive agreement that would result in a Triggering Event not later than five (5) Business Days after the execution thereof but in no event less than twenty (20) Business Days prior to the effectuation of any such Triggering Event, stating the nature and terms of the Triggering Event so that the Holder is reasonably informed as to the nature and terms of the Triggering Event, the date on which any such Triggering Event is expected to become effective, and the location of the closing of such Triggering Event; PROVIDED, HOWEVER, that the Company shall only be required to give written notice of any change in the material terms of such Triggering Event five (5) Business Days prior to the effectuation of such Triggering Event; FURTHER PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, the Company shall not be obligated to provide notice of any Triggering Event to the Holders unless and until it shall reasonably believe that disclosure of the existence of an agreement in principle respecting the transaction that is the subject of the Triggering Event would not impair or jeopardize the ability of the parties to consummate such transaction on the terms proposed. SECTION 6 NO IMPAIRMENT 6.1 NO AVOIDANCE OF TERMS. The Company shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger or arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant. 11  SECTION 7 RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the date hereof, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of this Warrant and payment therefor in accordance with the terms of this Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights except as may be provided for herein. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. SECTION 8 TAKING OF RECORD STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon consolidation, merger, dissolution, arrangement or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the valid exercise or transfer of any Warrant. SECTION 9 RESTRICTIONS ON TRANSFERABILITY The Warrants and the Warrant Stock shall be subject to all of the terms and conditions, including restrictions on Transfer, applicable to BNS Securities pursuant to the Stockholders' Agreement. 9.1 12  SECTION 10 LOSS OR MUTILATION Upon receipt by the Company from any Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it and in case of mutilation upon surrender and cancellation hereof, the Company will execute and deliver in lieu thereof a new Warrant of like tenor to such Holder; PROVIDED, HOWEVER, that, in the case of mutilation, if permitted by law, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation. SECTION 11 OFFICE OF THE COMPANY As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which may be the principal executive offices of the Company) where the Warrant may be presented for exercise, registration of transfer, or division or combination as provided in this Warrant. SECTION 12 HOLDER NOT DEEMED STOCKHOLDER Prior to the exercise of the Warrants, no Holder, as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive any notice of meetings of stockholders or any notice of any proceedings of the Company except as may be specifically provided for in Sections 2, 5, 9 or otherwise herein. SECTION 13 MISCELLANEOUS 13.1 NONWAIVER AND EXPENSES. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies. If the Company fails to make, when due, any payments provided for hereunder, or fails to comply with any other provision of this Warrant, the Company shall pay to Holder such amounts as shall be sufficient to cover any reasonable costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 13  13.2 NOTICE GENERALLY. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if in writing and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 13.3 (a) If to any Holder or holder of Warrant Stock, at its last known address appearing on the books of the Company maintained for such purpose. (b) If to the Company at: 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 or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, five Business Days after the same shall have been deposited in the United States mail (registered or certified with return receipt requested), two Business Days after the same shall have been sent by express courier service and on the same Business Day when sent before 5:00 P.M., recipient's time, and the next Business Day when sent later than such time, after same shall be sent by facsimile transmission or telex, provided receipt thereof is acknowledged. Failure or delay in delivering copies of any notice, demand, request, approval, declaration, delivery or other communication to the person designated above to receive a copy shall in no way adversely affect the effectiveness of such notice, demand, request, approval, declaration, delivery or other communication. 13.4 REMEDIES Subject to any limitations on remedies contained in this Agreement, nothing contained herein is intended or shall be construed to limit the remedies which any party may have against the other related to the Warrant and Warrant Stock in the event of a breach of or default under this Agreement, it being intended that any remedies shall be cumulative and not exclusive. 14  13.5 SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections 3.1, 3.5 and 9, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. 13.6 AMENDMENT. This Warrant and all other Warrants may be modified or amended or the provisions hereof waived with the written consent of the Company and the Majority Holders, provided that no such Warrant may be modified or amended to reduce the number of shares of Common Stock for which such Warrant is exercisable or to increase the price at which such shares may be purchased upon exercise of such Warrant (before giving effect to any adjustment as provided therein) without the prior written consent of the Holder thereof. 13.7 SEVERABILITY. Each provision of this Warrant is declared to be a separate and distinct covenant and to be severable from all other such provisions hereof; wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant. 13.8 HOLDER'S OBLIGATIONS. By acceptance of this Warrant, Holder agrees to be bound by the provisions of this Warrant. 13.9 HEADINGS. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 13.10 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE THEREIN WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS. 15  13.11 ENTIRE AGREEMENT. This Warrant, the Stock Purchase Agreement and the Stockholders' Agreement constitute the entire agreement respecting the subject matter hereof and hereby supersede any and all other negotiations, understandings, written and verbal agreements relating to the subject matter hereof. 16  IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon. COLLINS I HOLDING CORP. By: /s/ Dino Cusumano ------------------------------------ Name: Dino Cusumano ------------------------------ Title: Vice President ----------------------------- 17  EXHIBIT A SUBSCRIPTION FORM [To be executed only upon exercise of Warrant] The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of shares of Common Stock of COLLINS I HOLDING CORP., and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to _______________________________________ whose address is ______________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned. Guarantee of Signature: ----------------------------- (Name of Registered Owner) By: ---------------------- Name: --------------------- ------------------------------- (Signature of Registered Owner) Title: ------------------- ---------------------------------------- (Street Address) ---------------------------------------- (City) (State) (Zip Code) NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. B-1  EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below: No. of Shares of Name and Address of Assignee Common Stock - ---------------------------- ------------ and does hereby irrevocably constitute and appoint _______________ attorney-in-fact to register such transfer on the books of COLLINS I HOLDING CORP. maintained for the purpose, with full power of substitution in the premises. Dated: ------------------- ------------------------------- Print Name ------------------------------- Signature ------------------------------- Witness NOTICE: The signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. B-2