Exhibit 10.2


 


EXHIBIT A-1


 


FUNDING NOTICE


 


Reference is made
to the Credit and Guaranty Agreement, dated as of May 21, 2007 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Douglas Dynamics Holdings, 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 thereof (together with their respective
successors and assigns, each individually referred to herein as a “Lender”
and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch (“Credit
Suisse”), as administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”).


 


Pursuant to Section 2.1(b) of
the Credit Agreement, Borrower desires that Lenders make the following Credit Extension[s]
to Company in accordance with the applicable terms and conditions of the Credit
Agreement on [mm/dd/yyyy] (the “Credit Date”):


 


Term Loans


 


	
  ·

  	
   

  	
  Base Rate Loans:

  	
  $[     ,     ,     ]

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Eurodollar Rate Loans,
  with an Initial Interest Period
  of              Month(s):

  	
  $ [     ,     ,     ]

  



 


Borrower
hereby certifies that:


 


(i) the
Credit Extension[s] requested herein [comply] [complies] with the provisions of
Section 2.1; and 


 


(ii) the
conditions specified in Section 3.1 have been satisfied on and as of the
Credit Date.


 


 


	
  Date: [mm/dd/yyyy]

  	
  DOUGLAS DYNAMICS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  



 


A-1-1

















 


EXHIBIT A-2


 


CONVERSION/CONTINUATION NOTICE


 


Reference is made
to the Credit and Guaranty Agreement, dated as of May 21, 2007 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Douglas Dynamics Holdings, 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 thereof (together with their respective
successors and assigns, each individually referred to herein as a “Lender”
and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch (“Credit
Suisse”), as administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”).


 


Pursuant to Section 2.8
of the Credit Agreement, Borrower desires to convert or to continue the
following Term Loans, each such conversion and/or continuation to be effective
as of [mm/dd/yyyy]:


 


	
  $[      ,     ,     ]

  	
   

  	
  Eurodollar Rate Loans
  to be continued with Interest Period of        month(s)

  
	
   

  	
   

  	
   

  
	
  $[     ,     ,     ]

  	
   

  	
  Base Rate Loans to be
  converted to Eurodollar Rate Loans with Interest Period of
           month(s)

  
	
   

  	
   

  	
   

  
	
  $[     ,     ,     ]

  	
   

  	
  Eurodollar Rate Loans
  to be converted to Base Rate Loans

  



 


Except in the case
of a conversion to Base Rate Loans, Borrower hereby certifies that as of the
date hereof, no event has occurred and is continuing or would result from the
consummation of the conversion and/or continuation contemplated hereby that
would constitute an Event of Default or a Default.


 


	
  Date: [mm/dd/yyyy]

  	
  DOUGLAS DYNAMICS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  



 


A-2-1

















 


EXHIBIT B


 


TERM LOAN NOTE


 


$[Lender’s Term Loan
Commitment]


	
  [           ],
  2007

  	
   

  	
  New York, New
  York

  



 


FOR VALUE
RECEIVED, the undersigned (the “Borrower”), promises to pay [NAME OF
LENDER] (“Payee”) or its registered assigns, on or before the Maturity
Date, the lesser of (a) [AMOUNT] DOLLARS ($[      ,      ,      ])
and (b) the unpaid principal amount of all advances made by Payee to the
Borrower as Term Loans under the Credit and Guaranty Agreement, dated as of May 21,
2007 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, or otherwise renewed, refinanced or replaced from time to
time (including subsequent or successive renewals, refinancings or
replacements, and pursuant to one or more agreements or facilities), the “Credit
Agreement”; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among Douglas Dynamics Holdings, Inc.,
a Delaware corporation, Douglas Dynamics, L.L.C., a Delaware limited liability
company, Fisher, LLC, a Delaware limited liability company, Douglas Dynamics
Finance Company, a Delaware corporation, the banks and financial institutions
listed on the signature pages thereof (together with their respective
successors and assigns, each individually referred to herein as a “Lender”
and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch (“Credit
Suisse”), as administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”).


 


This Term Loan
Note (this “Note”) is one of the “Term Loan Notes” issued pursuant to
and entitled to the benefits of the Credit Agreement, to which reference is
hereby made for a more complete statement of the terms and conditions under
which the Term Loans evidenced hereby were made and are to be repaid.


 


All payments of
principal and interest in respect of this Note shall be made in lawful money of
the United States of America in same day funds at the Principal Office of
Administrative Agent or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit Agreement. Unless
and until an Assignment Agreement effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Administrative Agent
and recorded in the Register, the Borrower, each Agent and Lenders shall be
entitled to deem and treat Payee as the owner and holder of this Note and the
obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof,
that before disposing of this Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of the date to
which interest hereon has been paid; provided that the failure to make a
notation of any payment made on this Note shall not limit or otherwise affect
the obligations of the Borrower hereunder with respect to payments of principal
of or interest on this Note.


 


This Note is
subject to mandatory prepayment and to prepayment at the option of the
Borrower, each as provided in the Credit Agreement.


 


THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF.


 


Whenever possible,
each provision of this Note shall be interpreted in such manner as to be
effective and valid under applicable law, but in case any provision of or
obligation under this Note shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. Whenever in
this Note reference is made to Administrative Agent, Payee or the Borrower,
such reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Note shall be binding
upon the Borrower and its successors and assigns, and shall inure to the
benefit of Payee and its successors and assigns.


 


B-1

















 


Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount
of this Note, together with all accrued and unpaid interest thereon, may
become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.


 


The terms of this
Note are subject to amendment only in the manner provided in the Credit
Agreement.


 


No reference
herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of the Borrower, which are
absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.


 


The Borrower
promises to pay all costs and expenses, including reasonable attorneys’ fees,
all as provided in the Credit Agreement, incurred in the collection and
enforcement of this Note. The Borrower and any endorsers of this Note hereby
consent to renewals and extensions of time at or after the maturity hereof,
without notice, and hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any
statute of limitations as a defense to any demand hereunder.


 


[Signature page follows]


 


B-2

















 


IN WITNESS
WHEREOF, the Borrower has caused this Note to be duly executed and delivered by
its officer thereunto duly authorized as of the date and at the place first
written above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  DOUGLAS DYNAMICS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-3

















 


TRANSACTIONS ON 


TERM LOAN NOTE


 


	
  Date

  	
   

  	
  Amount of Loan 

  Made This Date

  	
   

  	
  Amount of Principal

  Paid This Date

  	
   

  	
  Outstanding Principal 

  Balance This Date

  	
   

  	
  Notation 

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-4














 


EXHIBIT C


 


COMPLIANCE
CERTIFICATE


 


THE UNDERSIGNED
HEREBY CERTIFIES AS FOLLOWS:


 


1.  I am the Chief Financial Officer of Douglas Dynamics,
L.L.C. (the “Company” or the “Borrower”).


 


2.  I have reviewed the terms of that certain Credit and
Guaranty Agreement, dated as of May 21, 2007 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, or otherwise
renewed, refinanced or replaced from time to time (including subsequent or
successive renewals, refinancings or replacements, and pursuant to one or more
agreements or facilities), the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined),
by and among Douglas Dynamics Holdings, Inc., a Delaware corporation (“Holdings”),
the Company, 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 thereof (together with their respective
successors and assigns, each individually referred to herein as a “Lender”
and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch (“Credit
Suisse”), as administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”), and I have made, or have caused to be made under my supervision, a
review in reasonable detail of the transactions and condition of Holdings and
its Subsidiaries during the accounting period covered by the attached financial
statements.


 


3.  The examination described in paragraph 2 above did not
disclose, and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default or Default during or at the end of the
accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth in a separate attachment, if any,
to this Certificate, describing in detail, the nature of the condition or
event, the period during which it has existed and the action which the Company
or any of its Subsidiaries has taken, is taking, or proposes to take with
respect to each such condition or event.


 


The
foregoing certifications, together with the computations set forth in the Annex
A hereto and made a part hereof and the financial statements delivered with
this Certificate in support hereof, are made and delivered [mm/dd/yyyy] pursuant
to Section 5.1(d) or 5.1(i) of the Credit Agreement or in connection
with the making of a Permitted Acquisition under the Credit Agreement.


 


 


	
   

  	
  DOUGLAS DYNAMICS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-1

















 


ANNEX A TO

COMPLIANCE CERTIFICATE


 


FOR THE FISCAL [QUARTER] [YEAR]
ENDING [mm/dd/yyyy]


 


This Annex A is attached to and made part of a
Compliance Certificate dated as of [mm/dd/yyyy] and pertains to the period
[mm/dd/yyyy] to [mm/dd/yyyy]. Subsection references herein relate to
subsections of the Credit Agreement.


 


	
  1. Consolidated
  Adjusted EBITDA:               (i) +
  (ii)(1) - (iii) (2)=

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Consolidated Net
  Income:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  (a)

  	
  Consolidated Interest
  Expense and non-Cash interest expense:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  provisions for taxes
  based on income:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  total depreciation
  expense:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  total amortization
  expense: (3)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  non-cash impairment
  charges:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
  non-cash expenses
  resulting from the grant of stock and stock options and other compensation to
  management personnel of the Company and its Subsidiaries pursuant to a
  written incentive plan or agreement:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
  other non-Cash items
  that are unusual or otherwise non-recurring items:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)

  	
  expenses for fees under
  the Management Services Agreement:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  any extraordinary
  losses and non-recurring charges during any period:(4)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)

  	
  restructuring charges
  or reserves:(5)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)

  	
  any transaction costs
  incurred in connection with the issuance of Securities or any refinancing
  transaction, in each case whether or not such transaction is consummated:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  



 






(1)           Without duplication to the extent deducted in the
calculation of Consolidated Net Income for such period.


 


(2)           Without duplication.


 


(3)           Including amortization of goodwill, other intangibles,
and financing fees and expenses.


 


(4)           Including severance, relocations costs,
one-time compensation charges and losses or charges associated with Interest
Rate Agreements.


 


(5)           Including costs related to closure of Facilities.


 


C-2

















 


	
   

  	
   

  	
  (1)

  	
  any fees and expenses
  related to any Permitted Acquisitions

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  (a)

  	
  non-Cash items
  increasing Consolidated Net Income for such period that are unusual or
  otherwise non-recurring items:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  cash payments made
  during such period reducing reserves or liabilities for accruals made in
  prior periods but only to the extent such reserves or accruals were added
  back to “Consolidated Adjusted EBITDA” in a prior period pursuant to clauses
  (ii)(f) or (ii)(g) above:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Restricted Payments
  made during such period to Holdings pursuant to Section 6.5(c)(i):

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. Consolidated
  Capital Expenditures:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The aggregate of all
  expenditures of the Company and its Subsidiaries during such period
  determined on a consolidated basis that, in accordance with GAAP, are or
  should be included in “purchase of property and equipment” or similar items
  reflected in the consolidated statement of cash flows of the Company and its
  Subsidiaries. (6)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Maximum: (7)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3. Consolidated
  Current Assets:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The total assets of the
  Company and its Subsidiaries on a consolidated basis that may properly be
  classified as current assets in conformity with GAAP, excluding Cash and Cash
  Equivalents.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. Consolidated
  Current Liabilities:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The total liabilities
  of the Company and its Subsidiaries on a consolidated basis that may properly
  be classified as current liabilities in conformity with GAAP, excluding the
  current portion of long term debt.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5. Consolidated
  Fixed Charges: (i) + (ii) + (iii) + (iv) + (v) = (8)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Consolidated Interest
  Expense:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  scheduled payments of
  principal on Consolidated Total Debt:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Consolidated Capital
  Expenditures: (9)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  



 






(6)           Excluding expenditures constituting the
purchase price for Permitted Acquisitions and amounts constituting Net Asset
Sale Proceeds and Net Insurance/Condemnation Proceeds which are reinvested in
the business of Company and its Subsidiaries in accordance with Section 2.13(a) or
Section 2.13(b) of the Credit Agreement, respectively, by the Company
and its Subsidiaries during such period.


 


(7)           Maximum for calendar year.


 


(8)           Without duplication.


 


C-3

















 


	
   

  	
  (iv)

  	
  the portion of taxes
  based on income actually paid in cash during such period by the Company or
  any of its Subsidiaries whether for such period or any other period:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  Restricted Payments
  permitted under Section 6.5(c)(iii) of the Credit Agreement and which
  are paid in cash during such period:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6. Consolidated
  Interest Expense: (i) - (ii) =

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)           total interest expense (including that portion
  attributable to Capital Leases in accordance with GAAP and capitalized
  interest) payable in cash of the Company and its Subsidiaries on a
  consolidated basis with respect to all outstanding Indebtedness of the
  Company and its Subsidiaries, including all commissions, discounts and other
  fees and charges owed with respect to letters of credit and net costs under
  Interest Rate Agreements: (10)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)          the aggregate amount of interest income of the
  Company and its Subsidiaries during such period paid in cash:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7. Consolidated
  Net Income: (i) - (ii) =

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  the net income (or
  loss) of the Company and its Subsidiaries on a consolidated basis for such
  period taken as a single accounting period determined in conformity with
  GAAP:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  (a)

  	
  the income (or loss) of
  any Person (other than a Subsidiary of the Company) in which any other Person
  (other than the Company or any of its Subsidiaries) has a joint interest,
  except to the extent of the amount of dividends or other distributions
  actually paid to the Company or any of its Subsidiaries by such Person during
  such period:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  the income (or loss) of
  any Person accrued prior to the date it becomes a Subsidiary of the Company
  or is merged into or consolidated with the Company or any of its Subsidiaries
  or that Person’s assets are acquired by the Company or any of its
  Subsidiaries:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  the income of any
  Subsidiary of the Company to the extent that the declaration or payment of
  dividends or similar distributions by that Subsidiary of that income is not
  at the time permitted by operation of the terms of its charter or any
  agreement, instrument, judgment, decree, order, statute, rule or
  governmental regulation applicable

  	
   

  	
   

  	
   

  



 






(9)           Other than those financed with secured
Indebtedness permitted by Sections 6.1 and 6.2 of the Credit Agreement or made
or incurred pursuant to Section 6.8(b)(ii) of the Revolving Credit
Facility.


 


(10)         Excluding any amounts referred to in Section 2.10(d) of
the Credit Agreement payable on or before the Closing Date and amounts with
respect to the termination of Interest Rate Agreements entered into within 90
days of the Closing Date.


 


C-4

















 


	
   

  	
   

  	
   

  	
  to that Subsidiary:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  any after-tax gains or
  losses attributable to Asset Sales or returned surplus assets of any Pension
  Plan:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  to the extent not
  included in items (a) through (d) above, any net extraordinary gains or
  net extraordinary losses:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8. Consolidated
  Total Debt:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The aggregate stated
  balance sheet amount of all Indebtedness of the Company and its Subsidiaries
  determined on a consolidated basis in accordance with GAAP; provided, that
  the amount of revolving Indebtedness to be included at the date of
  determination shall be equal to the average of the balances of such revolving
  Indebtedness as of the end of each of the prior four calendar quarters: (11) 

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9. Fixed
  Charge Coverage Ratio: (12)    (i)/(ii) =

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Consolidated Adjusted
  EBITDA for the four-Fiscal Quarter Period then ended:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Consolidated Fixed
  Charges for such four-Fiscal Quarter Period: 

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Actual: 

  	
   

  	
    .   
  :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Required:(13)

  	
   

  	
  1.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10. Leverage
  Ratio: (14),(15)   (i)/(ii) =

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Consolidated Total Debt
  less unrestricted Cash and Cash Equivalents of the Company and its
  Subsidiaries as of such day in excess of $1,000,000: 

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Consolidated Adjusted
  EBITDA for the four-Fiscal Quarter period then ended:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Actual: 

  	
   

  	
    .  :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Required:

  	
   

  	
    .  :1.00

  	
   

  



 






(11)         Except that with respect to the first
four calendar quarters after the Closing Date, the amount of revolving Indebtedness
to be included shall be based on the average of the quarter end balances from
the Closing Date through the date of determination.


 


(12)         Calculated as of the last day of any
Fiscal Quarter.


 


(13)         If a Liquidity Event then exists.


 


(14)         Calculated as of the last day of any
Fiscal Quarter.


 


(15)         For purposes of determining the unsecured
debt basket pursuant to Section 6.1(k).


 


C-5

















 


EXHIBIT D


 


OPINION OF COUNSEL FOR CREDIT
PARTIES 


 


D-1














 


EXHIBIT E


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This Assignment and Assumption Agreement (this “Assignment”)
is dated as of the Effective Date set forth below and is entered into by and
between [NAME OF ASSIGNOR] (the “Assignor”) and [NAME OF ASSIGNEE] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as the same may be amended,
restated, supplemented or otherwise modified from time to time, or otherwise
renewed, refinanced or replaced from time to time (including subsequent or
successive renewals, refinancings or replacements, and pursuant to one or more
agreements or facilities), the “Credit Agreement”), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed are hereby agreed to and
incorporated herein by reference and made a part of this Assignment as if set
forth herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by Administrative Agent as contemplated below,
the interest in and to all of the Assignor’s rights and obligations under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the Assignor’s outstanding rights and obligations under the respective
facilities identified below (including to the extent included in any such Loans
and Letters of Credit) (the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and the Credit Agreement, without representation or
warranty by the Assignor.


 


	
  1.

  	
  Assignor:

  	
                                                
  

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Assignee:

  	
                                                
  [and is an Affiliate/Related Fund/Sponsor/Fund affiliated with Sponsor(1)]

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Borrower(s):

  	
  Douglas Dynamics,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Administrative Agent:

  	
  Credit Suisse, acting
  through its Cayman Islands Branch, as the administrative agent under the
  Credit Agreement

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Credit Agreement:

  	
  The Credit and Guaranty
  Agreement, dated as of May 21, 2007, by and among Douglas Dynamics
  Holdings, 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 thereof (together with their respective
  successors and assigns, each individually referred to herein as a “Lender”
  and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch
  (“Credit Suisse”), as administrative agent for the Lenders (in such
  capacity, “Administrative Agent”) and as collateral agent for the
  Lenders (in such capacity, “Collateral Agent”)

  



 






(1)           Select as applicable.


 


E-1

















 


6.             Assigned Term Loan
Commitment:


 


	
  Aggregate Amount of

  	
   

  	
  Amount of

  	
   

  	
  Percentage Assigned

  	
   

  
	
  Commitment/Loans

  	
   

  	
  Commitment/Loans

  	
   

  	
  of

  	
   

  
	
  for all Lenders

  	
   

  	
  Assigned

  	
   

  	
  Commitment/Loans(2)

  	
   

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


Effective Date:
                  ,
20     [TO BE INSERTED
BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]


 


7.             Notice and Wire
Instructions:


 


	
  [NAME OF ASSIGNOR]

  	
   

  	
  [NAME
  OF ASSIGNEE]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
   

  	
  Notices:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  	
  Attention:

  
	
   

  	
  Telecopier:

  	
   

  	
   

  	
  Telecopier:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  	
  Attention:

  
	
   

  	
  Telecopier:

  	
   

  	
   

  	
  Telecopier:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wire
  Instructions:

  	
   

  	
  Wire Instructions:

  



 






(2)           Set forth, to at least 9 decimal
places, as a percentage of the Commitment/Loans of all Lenders thereunder.


 


E-2

















 


The terms set forth in this Assignment are hereby
agreed to:


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
  [Consented
  to and](3) Accepted:

  	
   

  
	
   

  	
   

  
	
  CREDIT SUISSE, 

  acting through its Cayman Islands Branch, 

  as Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented
  to by Borrower:](4)

  	
   

  
	
   

  	
   

  
	
  DOUGLAS
  DYNAMICS, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 






(3)           If
required pursuant to Section 10.6(c) of the Credit Agreement.


 


(4)           If
required pursuant to Section 10.6(c) of the Credit Agreement.


 


E-3

















 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT


 


1.             Representations and Warranties.


 


1.1                   Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with any Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document delivered pursuant thereto, other
than this Assignment (herein collectively the “Credit Documents”), or
any collateral thereunder, (iii) the financial condition of Holdings, the
Company, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by
Holdings, the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Document.


 


1.2                   Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets
all requirements of an Eligible Assignee under the Credit Agreement, (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision, and (v) if it is a Non-US Lender,
attached to the Assignment is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and
without reliance on Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at that
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Documents
are required to be performed by it as a Lender.


 


2.                                       Payments. From and after the Effective Date, Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee
whether such amounts have accrued prior to or on or after the Effective Date.
The Assignor and the Assignee shall make all appropriate adjustments in
payments by Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.


 


3.                                       Post-Default. After the occurrence and during the
continuation of an Event of Default, the Company may identify, by written to
notice to the Administrative Agent (and the Administrative Agent shall promptly
notify the Lenders), up to two banks, financial institutions or other entities
who shall not be permitted to be an Eligible Assignee during the continuation
of such Event of Default.


 


4.                                       General Provisions. This Assignment shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment may be executed in any number of counterparts,
which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment by telecopy shall be
effective as delivery of a manually executed


 


E-4

















 


counterpart of
this Assignment. This Assignment shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflict
of laws principles thereof.


 


E-5

















 


EXHIBIT F


 


CERTIFICATE RE: NON-BANK STATUS


 


Reference is made
to the Credit and Guaranty Agreement, dated as of May 21, 2007 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, or otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as therein
defined), by and among Douglas Dynamics Holdings, 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 thereof (together with their respective
successors and assigns, each individually referred to herein as a “Lender”
and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch (“Credit
Suisse”), as administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”).


 


Pursuant
to Section 2.19(c) of the Credit Agreement, the undersigned hereby
certifies that it is not a “bank” or other Person described in Section 881(c)(3) of
the Internal Revenue Code of 1986, as amended. Attached hereto are two original
copies of Internal Revenue Service Form W-8 (or its successor form)
properly completed and duly executed.


 


 


	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


F-1

















 


EXHIBIT G


 


SOLVENCY CERTIFICATE


 


THE
UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:


 


1.   I am the Chief Financial
Officer of Douglas Dynamics Holdings, Inc., a Delaware corporation (“Holdings”)
and Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”
or the “Borrower”).


 


2.   Reference is made to the
Credit and Guaranty Agreement, dated as of May 21, 2007 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, or
otherwise renewed, refinanced or replaced from time to time (including
subsequent or successive renewals, refinancings or replacements, and pursuant
to one or more agreements or facilities), the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Holdings, the Company, 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 thereof
(together with their respective successors and assigns, each individually
referred to herein as a “Lender” and collectively as “Lenders”),
Credit Suisse, Cayman Islands Branch (“Credit Suisse”), as
administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”).


 


3.   I have reviewed the terms of
Sections 3 and 4 of the Credit Agreement and the definitions and provisions
contained in the Credit Agreement relating thereto, and, in my opinion, have
made, or have caused to be made under my supervision, such examination or
investigation as is necessary to enable me to express an informed opinion as to
the matters referred to herein.


 


4.   Based upon my review and
examination described in paragraph 3 above, I certify, solely in my capacity as
the chief financial officer of Holdings and Company, that, as of the date
hereof, after giving effect to the incurrence of the Obligations under the
Credit Documents, the borrowings under the Revolving Credit Facility and the
other transactions contemplated by the Credit Documents, (a) Holdings and
its Subsidiaries (on a consolidated basis) are and will be Solvent and (b) Borrower
is and will be Solvent.


 


The foregoing certifications are made and delivered as
of [         ], 2007.


 


	
   

  	
  DOUGLAS DYNAMICS HOLDINGS,
  INC.

  
	
   

  	
  DOUGLAS DYNAMICS,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


G-1














 


EXHIBIT H


 


COUNTERPART AGREEMENT


 


This COUNTERPART AGREEMENT,
dated [mm/dd/yyyy] (this “Counterpart Agreement”), is delivered pursuant
to that certain Credit and Guaranty Agreement, dated as of May 21, 2007
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, or otherwise renewed, refinanced or replaced from time to time
(including subsequent or successive renewals, refinancings or replacements, and
pursuant to one or more agreements or facilities), the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Douglas Dynamics Holdings, 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 thereof (together with their respective
successors and assigns, each individually referred to herein as a “Lender”
and collectively as “Lenders”), Credit Suisse, Cayman Islands Branch (“Credit
Suisse”), as administrative agent for the Lenders (in such capacity, “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral
Agent”).


 


Section 1. Pursuant
to Section 5.10 of the Credit Agreement, the undersigned hereby:


 


(a)          agrees that this Counterpart Agreement
may be attached to the Credit Agreement and that by the execution and delivery
hereof, the undersigned becomes a Guarantor under the Credit Agreement and
agrees to be bound by all of the terms thereof;


 


(b)          represents and warrants that each of the
representations and warranties set forth in the Credit Agreement and each other
Credit Document and applicable to the undersigned is true and correct both
before and after giving effect to this Counterpart Agreement, except to the
extent that any such representation and warranty relates solely to any earlier
date, in which case such representation and warranty is true and correct as of
such earlier date;


 


(c)          no event has occurred or is continuing as
of the date hereof, or will result from the transactions contemplated hereby on
the date hereof, that would constitute an Event of Default or a Default;


 


(d)          irrevocably and unconditionally
guarantees the due and punctual payment in full of all Obligations when the
same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7
of the Credit Agreement; and


 


(e)          (i) agrees that this Counterpart
Agreement may be attached to the Pledge and Security Agreement, (ii) agrees
that the undersigned will comply with all the terms and conditions of the
Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants
to Secured Parties (as such term is defined in the Pledge and Security
Agreement) a security interest in all of the undersigned’s right, title and
interest in, to and under all personal property, subject to the limited
exclusions set forth in Section 2.3 of the Pledge and Security Agreement,
of the undersigned including, but not limited to the following, in each case
whether now owned or existing or hereafter acquired or arising and wherever
located (as each of the following is defined in the Pledge and Security
Agreement and all of which being hereinafter collectively referred to as the “Collateral”):
Accounts; Chattel Paper; Documents; General Intangibles; Goods; Instruments;
Insurance; Intellectual Property; Investment Related Property; Letter of Credit
Rights; Money; Receivables and Receivable Records; Commercial Tort Claims; to
the extent not otherwise included in the foregoing, all Collateral Records,
Collateral Support and Supporting Obligations relating to any of the foregoing;
and to the extent not otherwise included in the foregoing, all Proceeds,
products, accessions, rents and profits of or in respect of any of the
foregoing, and (iv) delivers to Collateral Agent supplements to all
schedules attached to the Pledge and Security Agreement. All such Collateral
shall be deemed to be


 


H-1

















 


part of the “Collateral”
and hereafter subject to each of the terms and conditions of the Pledge and
Security Agreement.


 


Section 2.
The undersigned agrees from time to time, upon request of Administrative Agent,
to take such additional actions and to execute and deliver such additional
documents and instruments as Administrative Agent may request to effect the
transactions contemplated by, and to carry out the intent of, this Counterpart
Agreement. Neither this Counterpart Agreement nor any term hereof may be
changed, waived, discharged or terminated, except by an instrument in writing
signed by the party (including, if applicable, any party required to evidence
its consent to or acceptance of this Counterpart Agreement) against whom
enforcement of such change, waiver, discharge or termination is sought. Any
notice or other communication herein required or permitted to be given shall be
given pursuant to Section 10.1 of the Credit Agreement, and all for
purposes thereof, the notice address of the undersigned shall be the address as
set forth on the signature page hereof. In case any provision in or
obligation under this Counterpart Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.


 


THIS COUNTERPART AGREEMENT
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.


 


[Signature page follows]


 


H-2

















 


IN WITNESS WHEREOF, the undersigned has caused this Counterpart
Agreement to be duly executed and delivered by its duly authorized officer as
of the date above first written.


 


	
   

  	
   

  	
  [NAME OF SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telecopier

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telecopier

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND ACCEPTED, 

  	
   

  	
   

  
	
  as of the date above first written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE,

  	
   

  	
   

  
	
  acting through its Cayman Islands Branch,

  	
   

  	
   

  
	
  as Administrative Agent and as Collateral Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 


H-3

















 


EXHIBIT I


 


PLEDGE
AND SECURITY AGREEMENT


 


I-1

















 


EXHIBIT J


 


MORTGAGE


 


J-1

















 


EXHIBIT K


 


RESTRICTED
PAYMENT CERTIFICATE


 


All calculations under this certificate shall be for
the period commencing on the first day of the first full Fiscal Quarter after
the Closing Date through and including the last full Fiscal Quarter (taken as
one accounting period) preceding the date of determination.


 


	
  I.

  	
  Restricted Payment EBITDA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  Consolidated Adjusted EBITDA 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)         to the extent deducted in the calculation of
  Consolidated Net Income for such period, all losses which are non-recurring: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)        to the extent deducted in the calculation of
  Consolidated Net Income for such period, interest attributable to
  Attributable Indebtedness: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)       to the extent deducted in the calculation of
  Consolidated Net Income for such period, the amount of all dividends accrued
  or payable (whether or not in cash) by the Company or any of its Subsidiaries
  in respect of preferred stock (other than (A) dividends on Capital Stock
  (other than Disqualified Capital Stock) of the Company or such Subsidiary
  payable solely in Capital Stock (other than Disqualified Capital Stock) of
  the Company or such Subsidiary, as applicable, and (B) by Subsidiaries of the
  Company to the Company or its wholly-owned Subsidiaries): 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Sum of Items (i) thru (iii) above: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Aggregate amount of interest income of the Company
  and its Subsidiaries during such period paid in cash to the extent reducing Consolidated
  Adjusted EBITDA: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  All gains which are non-recurring (including any
  gain from the issuance or sale of any Capital Stock) to the extent included
  in the calculation of Consolidated Net Income for such period, without duplication:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Sum of Items, without duplication, (a), (b) and
  (c): 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Restricted Payment
  EBITDA (Item (e) minus Item (d)):

  	
   

  	
  $

  	
   

  



 


K-1

















 


	
  II.

  	
  Cumulative Interest Expense

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  Interest expensed or capitalized, paid, accrued, or
  scheduled to be paid or accrued (including, in accordance with the following
  sentence, interest attributable to Capital Leases and Attributable
  Indebtedness) of the Company and its Subsidiaries, including
  (I) amortization of debt issuance costs, original issue discount, debt
  discounts or premium and other financing fees and expenses and non-cash
  interest payments or accruals on any Indebtedness, (II) the interest
  portion of all deferred payment obligations of the Company and its
  Subsidiaries, and (III) all commissions, discounts and other fees and
  charges owed by the Company and its Subsidiaries with respect to bankers’ acceptances
  and letters of credit financings and Hedge Agreements:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  All cash dividends paid by the Company or any of its
  Subsidiaries in respect of preferred stock (other than by Subsidiaries of the
  Company to the Company or its wholly owned Subsidiaries):

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cumulative Interest
  Expense (the aggregate amount (without duplication and determined in each
  case in accordance with GAAP) of Items (a) and (b)):

  	
   

  	
  $

  	
   

  



 


K-2

















 


	
  III.

  	
  Restricted Payment Amount

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  Restricted Payment EBITDA: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  product of 2.0 multiplied by Cumulative Interest
  Expense:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Item (a) minus Item (b):(20)  

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  100% of the aggregate net cash proceeds received by
  the Company from a capital contribution or sale of Capital Stock to Holdings
  after the Closing Date:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  An amount equal to the net amounts received in
  respect of Investments made under Section 6.7(l) or 6.7(m) of
  the Credit Agreement in any Person resulting from cash distributions on or
  cash repayments of any Investments, including payments of interest on
  Indebtedness, dividends, repayments of loans or advances, or other
  distributions or other transfers of assets, in each case to Company, DD
  Finance, Fisher or any of their respective Subsidiaries or from the net cash
  proceeds from the sale of any such Investment, not to exceed, in each case,
  the amount of Investments previously made by Company, DD Finance, Fisher or
  any of their respective Subsidiaries in such Person, less the cost of
  disposition (and excluding Investments in Subsidiaries):(21)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
  Sum of Items (c) through (e) above:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
  Aggregate amount of Restricted Payments made
  pursuant to Sections 6.5(a)(ii) and 6.5(c)(iv) of the Credit
  Agreement: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
  Amounts required to be applied to prepay Loans
  pursuant to Section 2.13(c) of the Credit Agreement: 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  (without duplication) amounts applied or utilized
  pursuant to Section 6.5(d), Section 6.5(f), Section 6.7(l),
  Section 6.7(m) or Section 6.16(c) of the Credit
  Agreement:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
  Sum of Items (g) through (i): 

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Restricted
  Payment Amount (Item (f) minus Item (j)):(22)

  	
   

  	
  $

  	
   

  



 






(20)         Not to be less than zero.


(21)         Except in each case, in order to avoid
duplication, to the extent any such payment or proceeds have been included in
the calculation of Restricted Payment EBITDA.


(22)         For purposes of this definition, (i) the
amount of any payment or Investment made or returned hereunder, if other than
in cash, shall be the fair market value thereof, as determined in the good
faith reasonable judgment of the board of directors of the Company (or similar
governing body) for such payments or Investments with a value in excess of $1.0
million, and otherwise by an executive officer of the Company at the time made
or returned, as applicable, (ii) interest with respect to Capital Leases
shall be deemed to accrue at an interest rate reasonably determined in good
faith by the Company to be the rate of interest implicit in such Capital Lease
in accordance with GAAP and (iii) interest expense attributable to any Indebtedness
represented by the guarantee by the Company or any of its Subsidiaries of an
obligation of another Person shall be deemed to be the interest expense
attributable to the Indebtedness guaranteed.


 


K-3

















 


EXHIBIT L


 


INTERCREDITOR AGREEMENT


 


L-1














 


EXHIBIT M


 


FIXED
CHARGE COVERAGE COMPLIANCE CERTIFICATE


 


All calculations under
this certificate shall be for the Fiscal Quarter Period preceding the date of
determination, which shall be the last day of any month.


 


	
  I.  

  	
  Consolidated Interest Expense

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  total
  interest expense (including that portion attributable to  Capital Leases in
  accordance with GAAP and capitalized  interest) payable in cash of the Company
  and its Subsidiaries on  a consolidated basis with respect to all outstanding Indebtedness  of the Company and its
  Subsidiaries, including all commissions,  discounts and other fees and charges owed
  with respect to letters of credit and  net costs under Interest Rate Agreements: (1)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  the
  aggregate amount of interest income of the Company and its Subsidiaries
  during such period paid in cash

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated
  Interest Expense (Item (a) minus Item (b))

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.  

  	
  Consolidated Adjusted EBITDA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  Consolidated
  Net Income:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)         Consolidated Interest Expense and
  non-Cash interest expense  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)        provisions for taxes based on income 

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)       total depreciation expense  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iv)       total amortization expense (2)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (v)        non-cash impairment charges  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vi)      
  non-cash expenses resulting from the grant of stock and stock options
  and other compensation to management personnel of the Company and its
  Subsidiaries pursuant to a written incentive plan or agreement  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vii)      other non-Cash items that are unusual or
  otherwise non-recurring items  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (viii)     expenses for fees under the Management
  Services Agreement  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ix)       any extraordinary losses and
  non-recurring charges during any period(3)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (x)        restructuring charges or reserves (4)

  	
   

  	
  $

  	
   

  	
   

  



 






(1)                                       Excluding any amounts referred to in Section 2.10
of the Credit Agreement payable on or before the Closing Date and amounts with
respect to the termination of Interest Rate Agreements entered into within 90
days of the Closing Date.


 


(2)                                       Including amortization of goodwill, other
intangibles, and financing fees and expenses.


 


(3)                                       Including severance, relocation costs,
one-time compensation charges and losses or charges associated with Interest
Rate Agreements.


 


(4)                                       Including costs related to closure of
Facilities.


 


M-1

















 


	
   

  	
  (xi)      
  any transaction costs incurred in connection with the issuance of Securities
  or any refinancing transaction, in each case whether or not such transaction
  is consummated

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xii)      any fees and expenses related to any
  Permitted Acquisitions

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xiii)     the Financial Performance Covenant Cure
  Amount

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Sum
  of Items (i) thru (xiii)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)                               non-Cash
  items increasing Consolidated Net Income for such period that are unusual or
  otherwise non-recurring items

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)                            cash payments
  made during such period reducing reserves or liabilities for accruals made in
  prior periods but only to the extent such reserves or accruals were added
  back to “Consolidated Adjusted EBITDA” in a prior period pursuant to clauses
  (vi) or (vii) above

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)                       Restricted
  Payments made during such period to Holdings pursuant to Section 6.5(c)(i)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Sum
  of Items (i) thru (iii)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Sum
  of Item (a) and (b)(5)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Adjusted EBITDA (Item (d) minus
  Item (c)(6)):

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
  Consolidated Fixed Charges

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  Consolidated
  Interest Expense

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  scheduled
  payments of principal on Consolidated Total Debt

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Consolidated
  Capital Expenditures (7)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  the
  portion of taxes based on income actually paid in cash during such period by
  the Company or any of its Subsidiaries whether for such period or any other period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Restricted
  Payments permitted under Section 6.5(c)(iii)  of the Credit Agreement
  and which are paid in cash during such period

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Fixed Charges (Sum of Items (a)-(e)(8))

  	
   

  	
  $

  	
   

  



 






(5)                                  Without
duplication to the extent deducted in the calculation of Consolidated Net
Income for such period.


 


(6)                                  Without
duplication.


 


(7)                                  The aggregate
of all expenditures of the Company and its Subsidiaries during such period determined
on a consolidated basis that, in accordance with GAAP, are or should be
included in “purchase of property and equipment” or similar items reflected in
the consolidated statement of cash flows of the Company and its Subsidiaries
(other than those financed with secured Indebtedness permitted by
Section 6.1 of the Credit Agreement or made or incurred pursuant to
Section 6.8(b)(ii) of the Credit Agreement).


 


(8)                                  Without duplication.


 


M-2

















 


	
  IV.

  	
  Fixed
  Charge Coverage Ratio

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  Consolidated Adjusted
  EBITDA

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Consolidated Fixed
  Charges

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fixed
  Charge Coverage Ratio (Item (a) divided by Item (b))

  	
   

  	
    .  
  :1.00

  



 


M-3

















 


Schedule
4.1

(Organization and Capital Structure)


 


	
   

  	
   

  	
  Type of

  	
   

  	
  Jurisdiction of

  	
   

  	
   

  
	
  Full Legal Name

  	
   

  	
  Organization

  	
   

  	
  Organization

  	
   

  	
  Capital Structure

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Dynamics  Holdings, Inc.

  	
   

  	
  corporation

  	
   

  	
  Delaware

  	
   

  	
  1,000,000
  shares of Common Stock

   

  1
  share is designated Series B Preferred Stock and 1 share is designated
  Series C Preferred Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Dynamics,  L.L.C.

  	
   

  	
  limited
  liability company

  	
   

  	
  Delaware

  	
   

  	
  Percentage
  Interest of limited liability company units

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Dynamics  Finance
  Company

  	
   

  	
  corporation

  	
   

  	
  Delaware

  	
   

  	
  1,000
  shares of Common Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fisher,
  LLC 

  	
   

  	
  limited
  liability company

  	
   

  	
  Delaware

  	
   

  	
  Percentage
  Interest of limited liability company units

  



 

















 


Schedule 4.2


(Capital Stock and Ownership)


[as of May 21, 2007]


 


	
  Entity

  	
   

  	
  Capital Structure

  	
   

  	
  Ownership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Dynamics Holdings, Inc.

  	
   

  	
  1,000,000
  shares of Common Stock; 606,656 shares issued and outstanding

  	
   

  	
  Douglas
  Dynamics Holdings, LLC (50.19%)

   

  Ares
  Corporate Opportunities Fund, L.P. (32.97%)

   

  General
  Electric Pension Trust (15.25%)

   

  The
  remaining stockholders own 1.58% in the aggregate (with each owning less than
  0.40% individually).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1
  share is designated Series B Preferred Stock; 1 share of Series B
  Preferred Stock issued and outstanding

  	
   

  	
  Douglas
  Dynamics Holdings, LLC (100%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1
  share is designated Series C Preferred Stock; 1 share of Series C
  Preferred Stock issued and outstanding

  	
   

  	
  Ares
  Corporate Opportunities Fund, L.P. (100%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
  Percentage
  Interest of limited liability company units

  	
   

  	
  Douglas
  Dynamics Holdings, Inc. (100%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas
  Dynamics Finance Company

  	
   

  	
  1,000
  shares of Common Stock

  	
   

  	
  Douglas
  Dynamics, L.L.C. (100%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fisher,
  LLC

  	
   

  	
  Percentage
  Interest of limited liability company units

  	
   

  	
  Douglas
  Dynamics, L.L.C. (100%)

  



 

















 


Existence of existing option, warrant, call, right, commitment
or other like agreement:


 


Douglas Dynamics Holdings, Inc.


 


	
  Grantees (as a group)

  	
   

  	
  Number of Awards Granted

  
	
   

  	
   

  	
   

  
	
  Douglas
  Management

  	
   

  	
  58,215
  options to acquire common stock

   

  8,070
  deferred stock units

  
	
   

  	
   

  	
   

  
	
  Douglas
  Independent Directors

  	
   

  	
  4,124
  options to acquire common stock

  
	
   

  	
   

  	
   

  
	
  Aurora
  Advisors

  	
   

  	
  1,500
  options to acquire common stock

  
	
   

  	
   

  	
   

  
	
  Ares
  Advisors

  	
   

  	
  857
  options to acquire common stock

  



 


*Note:
Approximately 7,800 options to acquire common stock have been reserved for
members of Douglas management, but have not been allocated/issued.


 


Douglas Dynamics, L.L.C.


 


None.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None.


 

















 


Schedule 4.9

(Material Adverse Changes)


 


Douglas Dynamics Holdings, Inc.


 


None.


 


Douglas Dynamics, L.L.C.


 


None.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None.


 














 


Schedule
4.11

(Adverse Proceedings)


 


Douglas Dynamics
Holdings, Inc.


 


None.


 


Douglas Dynamics, L.L.C.


 


The inclusion of these items on this schedule is not
an admission by the Borrower that these items represent a Material Adverse
Effect or that such disclosure was required to be set forth as an exception to
this representation.


 


Bjork, David (Case number
MICV2005-01131, filed in Massachusetts Superior Court)


 


·                 This is a personal injury
case with a date of loss of December 16, 2002. Amount of damages is
unspecified, and the Company has not reserved any amount with respect to this
matter.


 


D’Angelo, Amy (Case number 98-3281, filed in New
York)


 


·                 This is a personal injury
case with a date of loss of February 4, 1998. Plaintiff is seeking
$10,000,000 in damages, and the Company has reserved $25,000 with respect to
this matter.


 


Employment and labor-related claims are listed in Schedule 4.18.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None


 

















 


Schedule
4.13


(Real
Estate Assets)


 


Douglas Dynamics Holdings, Inc.


 


None.


 


Douglas Dynamics, L.L.C.


 


4.13(i)


 


915 Riverview Drive


Johnson City, TN


 


7777 N. 73rd Street


Milwaukee, WI


 


50 Gordon Drive


Rockland, ME


 


4.13(ii)


 


None.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None.


 

















 


Schedule 4.14


(Environmental Matters)


 


Douglas Dynamics Holdings, Inc.


 


None.


 


Douglas Dynamics, L.L.C.


 


None.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None.


 

















 


Schedule 4.18


(Employee Matters)


 


Douglas Dynamics Holdings, Inc.


 


None.


 


Douglas Dynamics, L.L.C.


 


None.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None.


 

















 


Schedule
4.19


(Employee
Benefit Plans)


 


Douglas Dynamics Holdings, Inc.


 


None.


 


Douglas Dynamics, L.L.C.


 


Retired/Former Employee Benefit Plans


 


Douglas Dynamics L.L.C. Insurance Coverage Policy for Retirees, as
revised December 31, 2003.


 


Funding of Pension Plans


 


As of December 31, 2006, the present value of the aggregate
benefit liabilities under the Douglas Dynamics LLC Salaried Pension Plan and
the Douglas Dynamics LLC Pension Plan for Hourly Employees exceeded the
aggregate current value of the assets under such plans by approximately $5.1
million.


 


Douglas Dynamics Finance Company


 


None.


 


Fisher, LLC


 


None.


 

















 


Schedule 4.22


(Certain Existing Liens)


 


See
Schedule 6.2.


 

















 


Schedule 4.24


(Deposit Accounts)


 














 


	
  Description

  	
   

  	
  Bank Account

  Number

  	
   

  	
  Loan Party

  	
   

  	
  Depository Institution/

  Contact Information

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Main  Operating  Account,  Concentration Account for
  all  Controlled  Disbursement  Accounts,  Sweep  Account for  Fisher and  Western  Lockbox

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts  Payable Controlled
  Disbursement account for all DD locations

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flex
  Spending  Claims
  Controlled Disbursement account for all DD locations

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics,  L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Medical  Claims Controlled
  Disbursement account for all DD locations

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dental
  Claims  Controlled
  Disbursement account for all DD locations

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics,  L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  401(k) account

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll  Clearing-WI

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  general  account

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics Holdings Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  general  account

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics Finance Company

  	
   

  	
   

  



 

















 


	
  Description

  	
   

  	
  Bank Account

  Number

  	
   

  	
  Loan Party

  	
   

  	
  Depository Institution/

  Contact Information

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll
  Clearing-ME

  	
   

  	
   

  	
   

  	
  Fisher,
  LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll
  Clearing- TN

  	
   

  	
   

  	
   

  	
  Douglas
  Dynamics, L.L.C.

  	
   

  	
   

  



 

















 


Schedule 6.1(f)


(Certain Indebtedness)


 


None.


 

















 


Schedule
6.2


(Permitted
Liens)


 


Delaware Secretary of State searched on 04/24/07. Secured Party: Hyster
Credit Company, P.O. Box 27248, Tempe, AZ 85285-7248. File no. 2197519,
07/23/2002. One Hyster Model S30XM, One Hyster Model H40XM Lift Truck together
with all attachments and accessories.


 


Delaware Secretary of State searched on 04/24/07. Secured Party: Hyster
Credit Company, P.O. Box 4366, Portland, OR 97208. File no. 2200036,
07/29/2002. One Hyster Model S30XM, One Hyster Model H40XM Lift Truck together
with all attachments and accessories.


 


Delaware
Secretary of State searched on 04/24/07. Secured Party: Bystronic Inc., 185
Commerce Drive, Hauppauge, NY, 11788. File no. 6046680, 01/27/2006. One BYSTAR
4020-2 (4400 Watt) Job No. 1803.


 

















 


Schedule 6.7


(Certain Investments)


 


None.


 

















 


Schedule
6.12


(Certain
Affiliate Transactions)


 


All transactions, including payments, in respect of the Amended and
Restated Joint Management Services Agreement dated as of April 12, 2004.