Exhibit 4.3


 


FIRST SUPPLEMENTAL INDENTURE


 


First Supplemental Indenture (“Supplemental
Indenture”) dated as of June 28, 2005 among Fisher, LLC, a Delaware
limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of
Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”),
the Company, Douglas Dynamics Finance Company, a Delaware corporation (together
with the Company, “Issuers”), Douglas Dynamics Holdings, Inc., a Delaware
corporation (“Parent”), and U.S. Bank National Association, as Trustee under
the Indenture referred to below (the “Trustee”).


 


 


W I T N E S S E T H


 


WHEREAS, the Issuers and Parent have heretofore
executed and delivered to the Trustee an indenture (the “Indenture”) dated as
of December 16, 2004 providing for the issuance of 73⁄4% Senior Notes due
2012 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which any newly-acquired or
created Guarantor shall unconditionally guarantee all of the Issuers’
obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Subsidiary Guarantee”); and


 


WHEREAS, pursuant to Section 9.1 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.


 


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.             Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


Agreement
to Guarantee.  The
Guaranteeing Subsidiary irrevocably and unconditionally guarantees the
Guarantee Obligations, which include (i) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes, whether at
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise, the due and punctual payment of interest
on the overdue principal and premium, if any, and (to the extent permitted by
law) interest on any interest on the Notes, and payment of expenses, and the
due and punctual performance of all other obligations of the Issuers, to the
Holders or the Trustee all in accordance with the terms set forth in Article X
of the Indenture, and (ii) in case of any extension of time of payment or
renewal of any Notes or any such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise.


 


The obligations of Guaranteeing Subsidiary to the
Holders and to the Trustee pursuant to this Subsidiary Guarantee and the
Indenture are expressly set forth in Article X of the Indenture and
reference is hereby made to such Indenture for the precise terms of this
Subsidiary Guarantee.


 


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No past, present or future director, officer,
employee, incorporator or stockholder (direct or indirect) of the Guaranteeing
Subsidiary (or any such successor entity), as such, shall have any liability
for any obligations of the Guaranteeing Subsidiary under this Subsidiary
Guarantee or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation, except in their capacity as an
obligor or Guarantor of the Notes in accordance with the Indenture.


 


This is a continuing Guarantee and shall remain in
full force and effect and shall be binding upon the Guaranteeing Subsidiary and
its successors and assigns until full and final payment of all of the Issuers’
obligations under the Notes and Indenture or until released in accordance with
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.  This is a Guarantee of payment and
performance and not of collectibility.


 


The obligations of the Guaranteeing Subsidiary under
its Subsidiary Guarantee shall be limited to the extent necessary to insure
that it does not constitute a fraudulent conveyance under applicable law.


 


THE TERMS OF ARTICLE X OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.


 


NEW YORK
LAW TO GOVERN.  THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW.


 


Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


Effect of
Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the
date first above written.


 


	
   

  	
  THE
  ISSUERS:

  
	
   

  	
   

  
	
   

  	
  DOUGLAS
  DYNAMICS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bob McCormick

  
	
   

  	
  Name:

  	
  Bob
  McCormick

  
	
   

  	
  Title:

  	
  V.P.
  — CFO

  



 


	
   

  	
  DOUGLAS
  DYNAMICS FINANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bob McCormick

  
	
   

  	
  Name:

  	
  Bob
  McCormick

  
	
   

  	
  Title:

  	
  V.P.
  — CFO

  



 


	
   

  	
  PARENT:

  
	
   

  	
   

  
	
   

  	
  DOUGLAS
  DYNAMICS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bob McCormick

  
	
   

  	
  Name:

  	
  Bob
  McCormick

  
	
   

  	
  Title:

  	
  V.P.
  — CFO

  



 


	
   

  	
  GUARANTEEING SUBSIDIARY:

  
	
   

  	
   

  
	
   

  	
  FISHER, LLC

  
	
   

  	
  By:

  	
  Douglas Dynamics, L.L.C.,

  
	
   

  	
   

  	
  its sole Member and Manager

  



 


 


	
   

  	
  By:

  	
  /s/ Bob McCormick

  
	
   

  	
  Name:

  	
  Bob McCormick

  
	
   

  	
  Title:

  	
  V.P. — CFO

  
	
   

  	
   

  
	
   

  	
  THE
  TRUSTEE:

  



 


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  U.S. Bank National Association

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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