Exhibit 10.4


 


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 Representative”), Fisher, LLC, a Delaware limited
liability company (“Fisher”) and Douglas Dynamics Finance Company, a
Delaware corporation (“DD Finance,” and together with Fisher and the
Borrower Representative, each a “Borrower” and collectively the “Borrowers”)
the banks and financial institutions having Revolving Loan Commitments or
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 JPMorgan Chase Bank, N.A., as collateral agent for the Lenders
(in such capacity, “Collateral Agent”).


 


Pursuant to Section[s]
[2.1(b)] [and] [2.2(b)] of the Credit Agreement, Borrower Representative
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”):


 


	
  1.

  	
  Revolving Loans

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Base Rate Loans:

  	
  $[    ,    ,    ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

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

  	
  $[    ,    ,    ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Swing Line Loans:

  	
   

  	
  $[    ,    ,    ]

  	
   

  
							



 


Borrower Representative
(for itself and on behalf of the other Borrowers) hereby certifies that:


 


(i) the
Credit Extension[s] requested herein [comply] [complies] with the provisions of
Section[s] [2.1] [and] [2.2]; and


 


(ii) the
conditions specified in Section 3.2 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
Representative”), Fisher, LLC, a Delaware limited liability company (“Fisher”)
and Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance,”
and together with Fisher and the Borrower Representative, each a “Borrower”
and collectively the “Borrowers”) the banks and financial institutions
having Revolving Loan Commitments or 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 JPMorgan Chase Bank, N.A., as collateral agent for the Lenders
(in such capacity, “Collateral Agent”).


 


Pursuant to Section 2.8 of the Credit Agreement,
Borrower Representative (for itself and on behalf of the other Borrowers)
desires to convert or to continue the following Revolving 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 Representative (for
itself and on behalf of the other Borrowers) 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 A-3


 


ISSUANCE 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
Representative”), Fisher, LLC, a Delaware limited liability company (“Fisher”)
and Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance,”
and together with Fisher and the Borrower Representative, each a “Borrower”
and collectively the “Borrowers”) the banks and financial institutions
having Revolving Loan Commitments or 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 JPMorgan Chase Bank, N.A., as collateral agent for the Lenders
(in such capacity, “Collateral Agent”).


 


Pursuant to Section 2.3(b) of
the Credit Agreement, Borrower Representative (for itself and on behalf of the
other Borrowers) desires a Letter of Credit to be issued in accordance with the
terms and conditions of the Credit Agreement on [mm/dd/yyyy] (the “Credit
Date”) in an aggregate face amount of $[    ,    ,    ].


 


Attached
hereto for each such Letter of Credit are the following:


 


(i) the
stated amount of such Letter of Credit;


 


(ii) the
name and address of the beneficiary;


 


(iii) the
expiration date; and


 


(iv) either (a) the verbatim text of such
proposed Letter of Credit, or (b) a description of the proposed terms and
conditions of such Letter of Credit, including a precise description of any
documents to be presented by the beneficiary which, if presented by the
beneficiary prior to the expiration date of such Letter of Credit, would
require the Issuing Bank to make payment under such Letter of Credit.


 


Borrower
Representative (for itself and on behalf of the other Borrowers) hereby
certifies that:


 


(i) the
Credit Extension requested herein complies with the provisions of Section 2.3;
and


 


(ii) the
conditions specified in Section 3.2 have been satisfied on and as of the
Credit Date.


 


	
  Date: [mm/dd/yyyy]

  	
  DOUGLAS DYNAMICS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


A-3-1

















 


EXHIBIT B-l


 


REVOLVING LOAN NOTE


 


	
  $[Lender’s Revolving Loan Commitment]

  	
   

  	
   

  
	
  [                 ],
  2007

  	
   

  	
  New York, New York

  



 


FOR VALUE
RECEIVED, the undersigned (individually a “Borrower” and collectively,
the “Borrowers”), promises to pay [NAME OF LENDER] (“Payee”) or
its registered assigns, on or before the Revolving Loan Commitment Termination
Date, the lesser of (a) [AMOUNT] DOLLARS ($[  ,  ,  ])
and (b) the unpaid principal amount of all advances made by Payee to the
Borrowers as Revolving 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 having Revolving Loan Commitments or
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 JPMorgan Chase Bank, N.A., as collateral agent for the Lenders
(in such capacity, “Collateral Agent”).


 


This Revolving
Loan Note (this “Note”) is one of the “Revolving 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 Revolving 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 Borrowers, 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 Borrowers 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
Borrowers, each as provided in the Credit Agreement.


 


THIS NOTE AND THE
RIGHTS AND OBLIGATIONS OF THE BORROWERS 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 Borrowers,
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 Borrowers and their successors and assigns, and shall inure to the benefit
of Payee and its successors and assigns.


 


B-1-1

















 


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
Borrowers, 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 Borrowers
promise 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 Borrowers 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-1-2

















 


IN WITNESS
WHEREOF, the Borrowers have 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.


 


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  DOUGLAS DYNAMICS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOUGLAS DYNAMICS
  FINANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FISHER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-1-3

















 


TRANSACTIONS ON

REVOLVING LOAN NOTE


 


	
  Date

  	
   

  	
  Amount of Loan

  Made This Date

  	
   

  	
  Amount of Principal

  Paid This Date

  	
   

  	
  Outstanding Principal

  Balance This Date

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-1-4

















 


EXHIBIT B-2


 


SWING LINE NOTE


 


	
  $[Lender’s Commitment]

  	
   

  	
   

  
	
  [                  ],
  2007

  	
   

  	
  New York, New York

  



 


FOR VALUE RECEIVED, the undersigned (individually a “Borrower”
and collectively, the “Borrowers”), promises to pay to [NAME OF LENDER]
as Swing Line Lender (“Payee”), on or before the Revolving Loan Commitment
Termination Date, the lesser of (a) [AMOUNT] DOLLARS ($[  ,  ,  ])
and (b) the unpaid principal amount of all advances made by Payee to the
Borrowers as Swing Line 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 having Revolving Loan Commitments or
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 JPMorgan Chase Bank, N.A., as collateral agent for the Lenders
(in such capacity, “Collateral Agent”).


 


This Swing Line Note (this “Note”) is the
“Swing Line Note” and is 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 Swing Line 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 Swing Line Lender or at such other place
as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.


 


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


 


THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE
BORROWERS 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.


 


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 Borrowers, 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
Borrowers promise 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 Borrowers 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-2-1

















 


IN WITNESS
WHEREOF, the Borrowers have 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.


 


 


	
   

  	
  DOUGLAS DYNAMICS,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOUGLAS DYNAMICS
  FINANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FISHER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


B-2-2

















 


TRANSACTIONS ON

SWING LINE NOTE


 


	
  Date

  	
   

  	
  Amount of Loan

  Made This Date

  	
   

  	
  Amount of Principal

  Paid This Date

  	
   

  	
  Outstanding Principal

  Balance This Date

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-2-3














 


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
Representative”).


 


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 the
Borrower Representative, each a “Borrower” and collectively the “Borrowers”)
the banks and financial institutions having Revolving Loan Commitments or
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 JPMorgan Chase Bank, N.A., 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

















 


	
   

  	
   

  	
   

  	
   

  	
  (l)

  	
   

  	
  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
  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)

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (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) =

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  



 






(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.


 


(9)                                 Other than those financed with secured
Indebtedness permitted by Sections 6.1 and 6.2 of the Credit Agreement.


 


C-3

















 


	
   

  	
   

  	
  (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 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

  	
   

  	
   

  	
   

  	
   

  



 






(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

















 


	
   

  	
   

  	
  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 12 months then ended:

  	
   

  	
  $

  	
  [      ,      ,      ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  Consolidated Fixed
  Charges for such 12 month 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
month.


 


(13)         If a Liquidity Event then exists.


 


(14)         Calculated as of the last day of any 12
month period.


 


(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
  Representative”), Fisher, LLC, a Delaware limited liability company (“Fisher”)
  and Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance,”
  and together with Fisher and the Borrower Representative, each a “Borrower”
  and collectively the “Borrowers”) the banks and financial institutions
  having Revolving Loan Commitments or 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 JPMorgan Chase Bank, N.A., as collateral agent for the
  Lenders (in such capacity, “Collateral Agent”)

  



 






(1)                                  Select as applicable.


 


E-1

















 


6.                                       Assigned Revolving Loan Commitment:


 


	
  Aggregate
  Amount of

  Commitment/Loans

  for all Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned

  	
   

  	
  Percentage Assigned

  of

  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 Representative:](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 Representative”), Fisher, LLC, a Delaware limited
liability company (“Fisher”) and Douglas Dynamics Finance Company, a
Delaware corporation (“DD Finance,” and together with Fisher and the
Borrower Representative, each a “Borrower” and collectively the “Borrowers”)
the banks and financial institutions having Revolving Loan Commitments or
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 JPMorgan Chase Bank, N.A., 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 Representative”).


 


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 the Borrower Representative,
each a “Borrower” and collectively the “Borrowers”) the banks and
financial institutions having Revolving Loan Commitments or 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 JPMorgan Chase Bank, N.A., 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 Term Loan 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) each 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 Representative”), Fisher, LLC, a Delaware limited
liability company (“Fisher”) and Douglas Dynamics Finance Company, a
Delaware corporation (“DD Finance,” and together with Fisher and the
Borrower Representative, each a “Borrower” and collectively the “Borrowers”)
the banks and financial institutions having Revolving Loan Commitments or
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 JPMorgan Chase Bank, N.A., 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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  JPMorgan Chase Bank,
  N.A.,

  	
   

  
	
  as Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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(1) 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(1), 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


BORROWING BASE CERTIFICATE


 


L-1






 










 


EXHIBIT M


 


FORM OF COLLATERAL ACCESS
AGREEMENT


 


LANDLORD’S LIEN WAIVER, COLLATERAL ACCESS AGREEMENT AND CONSENT


 


THIS LANDLORD’S
LIEN WAIVER, COLLATERAL ACCESS AGREEMENT AND CONSENT (the “Agreement”)
is made and entered into as of                              2007
by and among (i)                                     ,
having an office at
                                             
(“Landlord”), (ii) Credit Suisse, Cayman Islands Branch, having an
office at Eleven Madison Avenue, OMA-2, New York, New York 10010, as collateral
agent (in such capacity, the “Term Collateral Agent”) pursuant to that
certain Credit and Guaranty Agreement dated as of May 21, 2007 (the “Term
Credit Agreement”), and (iii) JPMorgan Chase Bank, N.A., having an
office at 111 East Wisconsin Ave., Floor 15, Milwaukee, WI 53202-4815, as
collateral agent (in such capacity the “ABL Collateral Agent” and
together with the Term Collateral Agent, hereinafter the “Collateral Agents”)
pursuant to that certain Credit and Guaranty Agreement dated as of May 21,
2007 (the “ABL Credit Agreement,” and together with the Term Credit
Agreement, hereinafter the “Credit Agreements”), for the benefit of the
Secured Parties under the Credit Agreements. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreements.


 


R E C I T A L S:


 


A.            Landlord is the record title holder
and owner of the real property located at
                                                
(the “Real Property”).


 


B.             Landlord
has leased all or a portion of the Real Property (the “Leased Premises”)
to [                          ]
(“Lessee”) pursuant to a certain lease agreement or agreements described
in  Schedule A
attached hereto (collectively, and as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Lease”).


 


C.             Lessee, a [                                     ]
[                      ],
the Collateral Agents, and the other Secured Parties party thereto, among
others, [are entering] [have entered] into the Credit Agreements, pursuant to
which the Lenders have agreed to make certain loans to, among others, the
Lessee (collectively, the “Loans”). As security for the payment and
performance of Lessee’s Obligations under the Credit Agreements and the other
documents evidencing and securing the Loans (collectively, the “Loan
Documents”), the Collateral Agents (for its benefit and the benefit of the
Secured Parties) have or will acquire a security interest in and lien upon all
of Lessee’s personal property, inventory, accounts, goods, machinery,
equipment, furniture and fixtures (together with all additions, substitutions,
replacements and improvements to, and proceeds of, the foregoing, collectively,
the “Personal Property”).


 


D.            Collateral
Agents have requested that Landlord execute this Agreement as a condition
precedent [to the making of the Loans under the Credit Agreements] [to the
continued effectiveness of the Credit Agreements].


 


AGREEMENT:


 


NOW,
THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord hereby represents, warrants and agrees in favor of Collateral Agents,
as follows:


 


1.                             Landlord
hereby waives and releases unto Collateral Agents (i) any contractual
landlord’s lien and any other landlord’s lien which it may be entitled to at
law or in equity against any Personal Property, (ii)


 


M-1

















 


any and all rights
granted by or under any present or future laws to levy or distrain for rent or
any other charges which may be due to the Landlord against the Personal
Property and (iii) any and all claims, liens and demands of every kind
which it has or may hereafter have against the Personal Property (including,
without limitation, any right to include the Personal Property in any secured
financing Landlord may become party to). Landlord acknowledges that the
Personal Property is and will remain personal property and not fixtures even though
it may be affixed to or placed on the Real Property.


 


2.                             Landlord
certifies that (i) the Lease is in full force and effect, (ii) no
notice of de- fault has been given under or in connection with the Lease which
has not been cured, and Landlord has no knowledge of any occurrence of any
other default under or in connection with the Lease, and (iii) Lessee is
in possession of the Leased Premises.


 


3.                             Landlord
agrees that Collateral Agents have the right to remove the Personal Property
from the Leased Premises at any time prior to the occurrence of a default under
the Lease and, after the occurrence of such a default, the Collateral Agents
shall give prior notice to Landlord and shall thereafter have a reasonable
period of time, not to exceed one hundred twenty (120) days, in which to
repossess and/or dispose of the Collateral from the Leased Premises; provided,
however, that such 120-day period will be tolled during any period in
which the Collateral Agents have been stayed from taking action to remove the Collateral
in any bankruptcy, insolvency or similar proceeding, and the Collateral Agents
shall have an additional period of time thereafter, not to exceed 120 days in
the aggregate, in which to repossess and/or dispose of the Collateral from the
Leased Premises; provided further that, at Landlord’s
option, Collateral Agents, at their expense, shall repair any damage arising
from such removal or reimburse to the Landlord the cost of repairing such
damage. Landlord agrees that it will (i) cooperate with the Collateral
Agents in gaining access to the Leased Premises for the purpose of repossessing
said Collateral and/or assembling and storing the Collateral and (ii) permit
the Collateral Agents, any such other person (including the Lessee) or their
respective agents or nominees, to sell, lease, dispose of or liquidate any such
Collateral on the Leased Premises in a manner reasonably designed to minimize
any interference with any other of Landlord’s tenants; provided, however, that
Collateral Agents shall pay rent on a per diem basis for the period of time the
Collateral Agents remain on the Leased Premises, in an amount equal to the
monthly base rent set forth in the Lease (excluding any late fees, charges,
assessments or similar sums). Landlord further agrees that, during the
foregoing period Landlord will not (x) remove any of the Personal Property
from the Leased Premises or (y) hinder Collateral Agents’ actions in
removing Personal Property from the Leased Premises or Collateral Agents’
actions in otherwise enforcing its security interest in the Personal Property.
Collateral Agents shall not be liable for any diminution in value of the Leased
Premises caused by the absence of Personal Property actually removed or by the
need to replace the Personal Property after such removal. Landlord acknowledges
that Collateral Agents shall have no obligation to remove the Personal Property
from the Leased Premises.


 


4.                             Landlord
acknowledges and agrees that Lessee’s granting of a security interest in the
Personal Property in favor of the Collateral Agents (for its benefit and the
benefit of the Secured Parties) shall not constitute a default under the Lease
nor permit Landlord to terminate the Lease or re-enter or repossess the Leased
Premises or otherwise be the basis for the exercise of any remedy by Landlord
and Landlord hereby expressly consents to the granting of such security
interest.


 


5.                             Notwithstanding
anything to the contrary contained in this Agreement or the Lease, in the event
of a default by Lessee under the Lease, Landlord agrees that (i) it shall
provide to Collateral Agents, at the address set forth in the introductory
paragraph hereof, a copy of any notice of default delivered to Lessee under the
Lease and, if Collateral Agents so elect, an opportunity to cure such default
of the lease, and (ii) it shall not exercise any of its remedies against
Lessee provided in favor of Landlord under the Lease or at law or in equity
until, in the case of a monetary default, the date which is 30 days after the
date the Landlord delivers written notice of such monetary default to
Collateral Agents, and in the case of a non-monetary default, the date which is
45 days after the date the Landlord delivers written notice of such
non-monetary default to Lessee; provided, however, if such non-monetary
default by its nature cannot reasonably be cured by Collateral Agents within
such 45-day period, the Collateral Agents shall have such additional period of
time as may be reasonably necessary to cure such non-monetary default, so long
as Lender commences such curative measures within such 45-day period and
thereafter proceeds diligently to complete such curative measures. If
Collateral Agents or Lessee or any other Person cures any such default, then
Landlord shall rescind the notice of default.


 


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6.                             The
terms and provisions of this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of Landlord (including, without
limitation, any successor owner of the Real Property) and Collateral Agents.
Landlord will disclose the terms and conditions of this Agreement to any
purchaser or successor to Landlord’s interest in the Leased Premises.


 


7.                             All
notices to any party hereto under this Agreement shall be in writing and sent
to such party at its respective address set forth above (or at such other
address as shall be designated by such party in a written notice to the other
party complying as to delivery with the terms of this Section 9) by
certified mail, postage prepaid, return receipt requested or by overnight
delivery service.


 


8.                             The
provisions of this Agreement shall continue in effect until Landlord shall have
received Collateral Agents’ written certification that the Loans have been paid
in full and all of Borrowers’ other Obligations under the Credit Agreements and
the other Loan Documents have been satisfied.


 


9.                             THE
INTERPRETATION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


IN
WITNESS WHEREOF, Landlord and Collateral Agents have caused this Agreement to
be duly executed and delivered by their duly authorized officers as of the date
first above written.


 


	
   

  	
   

  	
  ,

  	
   

  
	
   

  	
  as Landlord

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE,  

  
	
   

  	
  as Term Collateral
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank,
  N.A., 

  
	
   

  	
  as ABL Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 


M-3

















 


Schedule A


 


Description of Leases


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Location/Property

  	
   

  
	
  Lessor

  	
   

  	
  Lessee

  	
   

  	
  Dated

  	
   

  	
  Modification

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


M-4

















 


EXHIBIT N


 


INTERCREDITOR AGREEMENT


 


N-1

















 


EXHIBIT O


 


FIXED CHARGE COVERAGE COMPLIANCE
CERTIFICATE


 


All calculations
under this certificate shall be for the 12 month 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(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.


 


(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.


 


O-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.


 


O-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

  



 


O-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   ,  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.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40l(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.