10,000,000 Shares DOUGLAS DYNAMICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit and Guaranty Agreement • April 30th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York
CREDIT AND GUARANTY AGREEMENT, dated as of May 21, 2007 (the “Agreement”), by and among Douglas Dynamics, Inc., a Delaware corporation (“Holdings”), Douglas Dynamics, L.L.C., a Delaware limited liability company and a direct wholly-owned Subsidiary of Holdings (the “Company” or the “Borrower”), Fisher, LLC, a Delaware limited liability company (“Fisher”) and Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance,” and together with Fisher and Holdings, each a “Guarantor” and collectively the “Guarantors”) the banks and financial institutions listed on the signature pages hereof (together with their respective successors and assigns, each individually referred to herein as a “Lender” and collectively as “Lenders”), Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as sole bookrunner and sole lead arranger (the “Arranger”), Credit Suisse, as syndication agent (“Syndication Agent”), Credit Suisse, as documentation agent (the “Documentation Agent”), Credit Suisse as
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS, INC. (fka DOUGLAS DYNAMICS HOLDINGS, INC.) AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF [·], 2010Securityholders Agreement • April 30th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Amendment”), dated as of [·], 2010, is being entered into by and among Douglas Dynamics, Inc. (formerly known as Douglas Dynamics Holdings, Inc.), a Delaware corporation (the “Company”), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands exempt limited partnership, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, 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, and each of the Class A Securityholders listed on Exhibit A. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
