Exhibit 10.25


 


FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

AMONG

DOUGLAS DYNAMICS HOLDINGS, INC.

AND

CERTAIN OF ITS

STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS

DATED AS OF JUNE 30, 2004


 


THIS FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Amendment”), dated
as of December 27, 2004, is being entered into by and among Douglas
Dynamics Holdings, Inc., a Delaware corporation (the “Company”), Aurora
Industrial Holdings LLC, a Delaware limited liability company, Ares Corporate
Opportunities Fund, L.P., a Delaware limited partnership, and the holders of a
majority in voting interests of the Common Stock and Preferred Stock, voting
together as a single class, held by the Securityholders.  All capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement (as defined below).


 


R E C I T A L S


 


WHEREAS, the Company and
the Securityholders are parties to that certain Second Amended and Restated Securityholders
Agreement dated as of June 30, 2004 (the “Agreement”);


 


WHEREAS, Aurora
Industrial Holdings LLC (formerly known as Douglas Dynamics Holdings, LLC), the
Class B Securityholder party to the Agreement, shall be dissolved
contemporaneously with the execution of this Amendment and the Securities held
by it shall be distributed to its members (each a Permitted Transferee), Aurora
Equity Partners II L.P., a Delaware limited partnership, and Aurora Overseas
Equity Partners II, L.P., a Cayman Islands limited partnership, each of which
shall contemporaneously execute an Addendum to Securityholders Agreement
agreeing to be designated a Securityholder and to be bound by the terms of the
Agreement;


 


WHEREAS, in connection
with such dissolution of Aurora Industrial Holdings LLC, the parties hereto
desire to enter into this Amendment to amend the Agreement as set forth below;
and


 


WHEREAS, pursuant to Section 13.2
of the Agreement, the Agreement may be amended, modified or supplemented by
written agreement of the parties hereto.


 


A G R E E M E N T


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


A.                                    Amendment to the
Agreement


 

















 


1.                                       The following defined terms shall be
added to Section 1.1 of the Agreement:


 


“AOEP II”
means Aurora Overseas Equity Partners II, L.P., a Cayman Islands limited
partnership.


 


“Aurora
Entities” means AEP II and AOEP II.


 


2.                                       The defined term “Holdings” in Section 1.1
of the Agreement shall be deleted in its entirety.


 


3.                                       All references to “Holdings” in the
Agreement shall be amended to refer to the “Aurora Entities.”


 


4.                                       Exhibit B of the Agreement shall be
amended and restated in its entirety as set forth on Attachment A
attached hereto and incorporated herein by reference.


 


B.                                     Miscellaneous


 


1.                                       Except as amended as set forth above, the
Agreement shall continue in full force and effect.


 


2.                                       This Amendment may be signed in one or
more counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed one and the same document.


 


[Signature Page follows]


 


2

















 


IN WITNESS WHEREOF, the
parties hereto have executed this First Amendment to Second Amended and Restated
Securityholders Agreement as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  DOUGLAS DYNAMICS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James L.
  Janik

  
	
   

  	
  Name: James L. Janik

  
	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SECURITYHOLDERS:

  
	
   

  	
   

  
	
   

  	
  AURORA INDUSTRIAL HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R K Roeder

  
	
   

  	
  Name: Richard K. Roeder

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARES CORPORATE
  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACOF Management, L.P., its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ACOF Operating Manager,
  L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ares Management Inc., its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Serota

  
	
   

  	
  Name: Jeffrey Serota

  
	
   

  	
  Title:

  



 


3

















 


ATTACHMENT A


 


EXHIBIT B


 


Class B Securityholders


 


as of December 27, 2004


 


	
  Name and Address of 

  Class B Securityholder

  	
   

  	
  Number of

  Shares of

  Common Stock

  Owned

  	
   

  	
  Number of

  Shares of

  Series A

  Preferred

  Stock Owned

  	
   

  	
  Number of

  Shares of

  Series B

  Preferred

  Stock Owned

  	
   

  	
  Number of

  Shares of

  Series C

  Preferred

  Stock Owned

  
	
  Aurora Equity Partners II L.P. 

  c/o Aurora Capital Group

  10877 Wilshire Boulevard, Suite 2100

  Los Angeles, CA 90024

  Attn: Richard K. Roeder

  	
   

  	
  296,070

  	
   

  	
  5,581

  	
   

  	
  One

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone No.:                                   (310) 551-0101

  Telecopy No.:                                          (310) 277-5591

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  With copies of
  any notice to:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gibson, Dunn & Crutcher LLP

  333 S. Grand Avenue

  Los Angeles, CA 90071

  Attn:  Bruce D. Meyer, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone No.:                                   (213) 229-7979

  Telecopy No.:                                          (213) 229-7520

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Name and Address of 

  Class B Securityholder

  	
   

  	
  Number of

  Shares of

  Common Stock

  Owned

  	
   

  	
  Number of

  Shares of

  Series A

  Preferred

  Stock Owned

  	
   

  	
  Number of

  Shares of

  Series B

  Preferred

  Stock Owned

  	
   

  	
  Number of

  Shares of

  Series C

  Preferred

  Stock Owned

  
	
  Aurora Overseas Equity Partners II,
  L.P. 

  c/o Aurora Capital Group

  10877 Wilshire Boulevard, Suite 2100

  Los Angeles, CA 90024

  Attn: Richard K. Roeder

  	
   

  	
  3,930

  	
   

  	
  74

  	
   

  	
  None

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone No.:                                   (310) 551-0101

  Telecopy No.:                                          (310) 277-5591

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  With copies of any
  notice to:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gibson, Dunn & Crutcher LLP

  333 S. Grand Avenue

  Los Angeles, CA 90071

  Attn:  Bruce D. Meyer, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone No.:                                   (213) 229-7979

  Telecopy No.:                                          (213) 229-7520