SECURITIES REPURCHASE AND CANCELLATION AGREEMENTSecurities Repurchase and Cancellation Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware
This Securities Repurchase and Cancellation Agreement (the “Agreement”) is made and entered into as of December 22, 2008 (the “Effective Date”) by and between James Janik (the “Securityholder”) and Douglas Dynamics Holdings, Inc. (the “Company”).
Douglas Dynamics, L.L.C. Douglas Dynamics Finance Company (as Issuers) Douglas Dynamics Holdings, Inc. (as a Guarantor) 7¾% Senior Notes due 2012Indenture • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York
INDENTURE, dated as of December 16, 2004, among Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), Douglas Dynamics Finance Company, a Delaware corporation (“Finance Company,” and together with the Company, the “Issuers”), Douglas Dynamics Holdings, Inc., as a Guarantor hereunder, and U.S. Bank National Association, as trustee (the “Trustee”).
EXHIBIT A [FORM OF NOTE] Douglas Dynamics, L.L.C. and Douglas Dynamics Finance Company 7¾% SENIOR NOTE DUE 2012Senior Note • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York
Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), and Douglas Dynamics Finance Company, a Delaware corporation (the “Finance Company”, and together with the Company, the “Issuers,” which term includes any successors under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars, on January 15, 2012.
DOUGLAS DYNAMICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware
This INDEMNIFICATION AGREEMENT, dated as of , 2010 (this “Agreement”), is by and between Douglas Dynamics, Inc., a Delaware corporation (the “Company”), and the individual whose name appears below on the signature page (“Indemnitee”).
GUARANTEEGuarantee • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip
The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under the Indenture, dated the date hereof (the “Indenture”), among the Guarantors, the Issuers (defined below) and U.S. Bank National Association, as trustee, and any additional Guarantors), have irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 7¾% Senior Notes due 2012 (the “Notes”) of Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), and Douglas Dynamics Finance Company, a Delaware corporation (the “Finance Company,” and together with the Company, the “Issuers”), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on the overdue pri
SECURITIES REPURCHASE AND CANCELLATION AGREEMENTSecurities Repurchase and Cancellation Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware
This Securities Repurchase and Cancellation Agreement (the “Agreement”) is made and entered into as of January 23, 2009 (the “Effective Date”) by and between Robert McCormick (the “Securityholder”) and Douglas Dynamics Holdings, Inc. (the “Company”).
DOUGLAS DYNAMICS HOLDINGS, INC. RESTATED DEFERRED STOCK UNIT AGREEMENTDeferred Stock Unit Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware
This Restated Deferred Stock Unit Agreement (this “Agreement”) is made as of , by and between Douglas Dynamics Holdings, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
SECURITIES REPURCHASE AND CANCELLATION AGREEMENTSecurities Repurchase and Cancellation Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware
This Securities Repurchase and Cancellation Agreement (the “Agreement”) is made and entered into as of January 23, 2009 (the “Effective Date”) by and between James Janik (the “Securityholder”) and Douglas Dynamics Holdings, Inc. (the “Company”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York
First Supplemental Indenture (“Supplemental Indenture”) dated as of June 28, 2005 among Fisher, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), the Company, Douglas Dynamics Finance Company, a Delaware corporation (together with the Company, “Issuers”), Douglas Dynamics Holdings, Inc., a Delaware corporation (“Parent”), and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS HOLDINGS, INC. AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF JUNE 30, 2004Securityholders Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Amendment”), dated as of December 27, 2004, is being entered into by and among Douglas Dynamics Holdings, Inc., a Delaware corporation (the “Company”), Aurora Industrial Holdings LLC, a Delaware limited liability company, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, and the holders of a majority in voting interests of the Common Stock and Preferred Stock, voting together as a single class, held by the Securityholders. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS HOLDINGS, INC. AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS June 30, 2004Securityholders Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware
This Second Amended and Restated Securityholders Agreement (the “Agreement”) is made and entered into as of June 30, 2004, by and among (a) Douglas Dynamics Holdings, Inc., a Delaware corporation (together with its permitted successors, the “Company”), (b) each of the stockholders, optionholders and warrantholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the “Class A Securityholders,” which term shall include any Permitted Transferees thereof), (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the “Class B Securityholders,” which term shall include any Permitted Transferees thereof) and (d) each of the stockholders of the Company whose names and addresses are listed on Exhibit C hereto, as the same may be supplemented or amended from time to time (collec
