Exhibit 4.5


 


GUARANTEE


 


The Guarantors listed below (hereinafter referred to
as the “Guarantors,” which term includes any successors or assigns under the
Indenture, dated the date hereof (the “Indenture”), among the Guarantors, the
Issuers (defined below) and U.S. Bank National Association, as trustee, and any
additional Guarantors), have irrevocably and unconditionally guaranteed on a
senior basis the Guarantee Obligations (as defined in Section 10.1 of the
Indenture), which include (i) the due and punctual payment of the
principal of, premium, if any, and interest on the 73⁄4% Senior Notes due 2012
(the “Notes”) of Douglas Dynamics, L.L.C., a Delaware limited liability company
(the “Company”), and Douglas Dynamics Finance Company, a Delaware corporation
(the “Finance Company,” and together with the Company, the “Issuers”), whether
at maturity, by acceleration, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of
interest on the overdue principal and premium, if any, and (to the extent
permitted by law) interest on any interest on the Notes, 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 shall 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 each Guarantor to the Holders and
to the Trustee pursuant to this 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 Guarantee.


 


No direct or indirect stockholder, member, employee,
manager, Affiliate, officer or director, as such, past, present or future of an
Issuer, Parent, the Subsidiary Guarantors or any successor entity shall have
any personal liability in respect of such Issuer’s obligations or the
obligations of Parent or the Subsidiary Guarantors under the Indenture or the
Notes, except that this provision shall in no way limit the obligation of
Parent or any Subsidiary Guarantor pursuant to any Guarantee.  Each Holder by accepting a Note waives and
releases all such liability.


 


This is a continuing Guarantee and shall remain in
full force and effect and shall be binding upon each Guarantor and its
successors and assigns until full and final payment of all of the Issuers’
obligations under the Notes and Indenture or until released or legally defeased
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.


 


This Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.


 


The obligations of each Guarantor under this
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.


 


Capitalized terms used herein have the same meanings
given in the Indenture unless otherwise indicated.


 

















 


IN WITNESS WHEREOF, the undersigned has caused this
instrument to be duly executed.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Douglas Dynamics Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: