(Multicurrency*-*Cross Border)

(Multiparty)

ISDA ®
International Swap Dealers Association, Inc.
**SCHEDULE

to the

Master Agreement

dated as of June 25, 2001

 

between**BANK OF AMERICA, N.A.
and
**COLLINS INDUSTRIES, INC.; COLLINS BUS CORPORATION; WHEELED COACH INDUSTRIES, INC.; CAPACITY OF TEXAS, INC.; MOBILE-TECH CORPORATION; WORLD TRANS, INC.; BRUTZER CORPORATION; MID BUS, INC.; AND MOBILE PRODUCTS, INC. 
 
("Party A") 
(each individually, a "Party B Group Member" and collectively, "Party B")**PART 1:  Termination Provisions

(a)	**"Credit Agreement"**means the Amended and Restated Loan and Security Agreement dated as of July 31, 1998 among Collins Industries, Inc.; Collins Bus Corporation; Wheeled Coach Industries, Inc.; Capacity of Texas, Inc.; Mobile-Tech Corporation; World Trans, Inc., as Borrowers, the Financial Institutions party thereto from time to time as Lenders and Bank of America, N.A., formerly NationsBank, N.A., as Agent, as amended by the Amendment No. 1 to Amended and Restated Loan and Security Agreement entered into as of April 1, 1999 among Collins Industries, Inc.; Collins Bus Corporation; Wheeled Coach Industries, Inc.; Capacity of Texas, Inc.; Mobile-Tech Corporation; World Trans, Inc.; Brutzer Corporation; Mid Bus, Inc., as Borrowers, the Financial Institutions party thereto from time to time as Lenders and Bank of America, N.A., as Agent, the Amendment No. 2 to Amended and Restated Loan and Security Agreement entered into as of September 11, 2000 among Collins Industries, Inc.; Collins Bus Corporation; Wheeled Coach Industries, Inc.; Capacity of Texas, Inc.; Mobile-Tech Corporation; World Trans, Inc.; Brutzer Corporation; Mid Bus, Inc.; Mobile Products, Inc. as Borrowers, the Financial Institutions party thereto from time to time as Lenders and Bank of America, N.A., as Agent, the Amendment No. 3 to Amended and Restated Loan and Security Agreement entered into as of February 22, 2001 among Collins Industries, Inc.; Collins Bus Corporation; Wheeled Coach Industries, Inc.; Capacity of Texas, Inc.; Mobile-Tech Corporation; World Trans, Inc.; Brutzer Corporation; Mid Bus, Inc.; Mobile Products, Inc. as Borrowers, the Financial Institutions party thereto from time to time as Lenders and Bank of America, N.A., as Agent, and the Amendment No. 4 to Amended and Restated Loan and Security Agreement entered into as of April 30, 2001 among Collins Industries, Inc.; Collins Bus Corporation; Wheeled Coach Industries, Inc.; Capacity of Texas, Inc.; Mobile-Tech Corporation; World Trans, Inc.; Brutzer Corporation; Mid Bus, Inc.; Mobile Products, Inc. as Borrowers, the Financial Institutions party thereto from time to time as Lenders and Bank of America, N.A., as Agent, as may be further amended, modified, restated or replaced from time to time.

(b)	***"Specified Entity"* means in relation to Party A for the purpose of:-
Section 5(a)(v)  (Default under Specified Transaction),	none;

Section 5(a)(vi) (Cross Default), 			none;

Section 5(a)(vii) (Bankruptcy),				none; and 

Section 5(b)(iv) (Credit Event Upon Merger), 		none;

	in relation to Party B for the purpose of:-

Section 5(a)(v) (Default under Specified Transaction)	none;

							

Section 5(a)(vi) (Cross Default), 			none;

Section 5(a)(vii) (Bankruptcy),				none; and

Section 5(b)(iv) (Credit Event Upon Merger),  		none.

(c)**	"*Specified Transaction"* will have the meaning specified in Section 14 of this Agreement, except that clause (a) of the definition of "Specified Transaction" is revised by deleting the words "between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party)".
.

(d)	The ***"Cross-Default"*provisions of Section 5(a)(vi) (as amended in Part 5(j))
		will apply to Party A 

		will apply to each Party B Group Member  

In connection therewith:
***"Specified Indebtedness"will not have the meaning specified in Section 14 of this Agreement, and such definition shall be replaced by the following:  "any obligation in respect of the payment of moneys (whether present or future, contingent or otherwise, as principal or surety or otherwise), except that such term shall not include obligations in respect of deposits received in the ordinary course of a party's banking business." 
***"Threshold Amount"means, with respect to Party A, an amount equal to three percent (3%) of the Shareholders' Equity of Bank of America Corporation and, with respect to each Party B Group Member, $300,000.
***	"Shareholders' Equity"means, with respect to an entity, at any time, the sum (as shown in its most recent annual audited financial statements) of (i) its capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles.

	Any default (howsoever defined) under the Credit Agreement shall be an Event of Default under this Agreement with respect to Party B.
The 
*"Credit Event Upon Merger"*provisions of Section 5(b)(iv) 
		will apply to Party A 

		will apply to each Party B Group Member 

(f)	The ***"Automatic Early Termination"* provision of Section 6(a) 
		will not apply to Party A 

		will not apply to Party B.

(g)	***Payments on Early Termination.*  For the purpose of Section 6(e):
(i)	Loss will apply.

(ii)	The Second Method will apply.

(h)	***"Termination Currency"*means United States Dollars. 
(i)	***"Additional Termination Event."*  Additional Termination Event will apply. The following event shall constitute an Additional Termination Event, with respect to which Party B shall be the Affected Party:****
		if Party A ceases to be a party to the Credit Agreement.

 
**PART 2:  Tax Representations

(a)	***Payer Tax Representations.*  For the purpose of Section 3(e) of this Agreement, Party A and Party B will make the following representation:-
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement.  In making this representation, it may rely on (x) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (y) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, *provided* that it shall not be a breach of this representation where reliance is placed on clause (y) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. 

(b)***	Payee Tax Representations.For the purpose of Section 3(f) of this Agreement, Party A and Party B will make the following representations specified below, if any:-The following representations will apply to Party A:

Party A is a national banking association created or organized under the laws of the United States of America and the federal taxpayer identification number is 94-1687665. 
The following representations will apply to Party B:

**COLLINS INDUSTRIES, INC. is a corporation created or organized under the laws of the State of Missouri and the federal taxpayer identification number is ________________. 
**COLLINS BUS CORPORATION is a corporation created or organized under the laws of the State of Kansas and the federal taxpayer identification number is ________________. 
**WHEELED COACH INDUSTRIES, INC. is a corporation created or organized under the laws of the State of Florida and the federal taxpayer identification number is ________________. 
**CAPACITY OF TEXAS, INC. is a corporation created or organized under the laws of the State of Texas and the federal taxpayer identification number is ________________. 
**MOBILE-TECH CORPORATION is a corporation created or organized under the laws of the State of Kansas and the federal taxpayer identification number is ________________. 
**WORLD TRANS, INC. is a corporation created or organized under the laws of the State of Kansas and the federal taxpayer identification number is ________________. 
**BRUTZER CORPORATION is a corporation created or organized under the laws of the State of Ohio and the federal taxpayer identification number is ________________. 
**MID BUS, INC. is a corporation created or organized under the laws of the State of Ohio and the federal taxpayer identification number is ________________. 
**MOBILE PRODUCTS, INC. is a corporation created or organized under the laws of the State of Kansas and the federal taxpayer identification number is ________________. 

 
**PART 3:  Agreement to Deliver Documents**
For the purpose of Section 4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member agrees to deliver the following documents:
Tax forms, documents or certificates to be delivered are:  

**Party required to deliver document **Form/Document/Certificate **Date by which to be delivered
Party A and each Party B Group Member 
Any form, document or certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. 
Upon request
Other documents to be delivered are:-

**Party required to deliver document **Form/Document/Certificate **Date by

which to be delivered **Covered by Section 3(d) Representation
Each Party B Group Member 
Annual Report of each Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each Party B Group Member as may be requested by Party A from time to time. 
Promptly upon request 
Yes
Each Party B Group Member 
Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized 
Promptly upon request 
Yes
Party A and each Party B Group Member 
Certified copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and any Credit Support Document 
Upon execution and delivery of this Agreement 
Yes
Party A and each Party B Group Member 
Certificate of authority and specimen signatures of individuals executing this Agreement any Credit Support Document and Confirmations 
Upon execution and delivery of this Agreement and thereafter upon request of the other party 
Yes
Each Party B Group Member 
Such other documents as Party A may reasonably request from time to time. 
Upon request by Party A 
Yes
**PART 4:  Miscellaneous**
(a)	***Address for Notices.*  For the purpose of Section 12(a) of this Agreement:-
Address for notice or communications to Party A: 

Bank of America, N.A.
Sears Tower

233 South Wacker Drive, Suite 2800

Chicago, IL 60606

Attention:  Swap Operations

Telex No.:  49663210   Answerback:  NATIONSBANK CHA

Reuters Dealing Code:  NBCH

	with a copy to:

Bank of America, N.A.
100 N. Tryon St., NC1-007-13-01
Charlotte, North Carolina  28255
Attention:  Capital Markets Documentation 
(Telex No.:  9663210;  Answerback: NATIONSBK CHA)
Facsimile No.:  704-386-4113

Address for financial statements to Party A: 

Bank of America, N.A.

Mail Code: GA1-006-05-14

600 Peachtree St. NE**************************************************************************