Exhibit 4.4


 


EXHIBIT A


 


[FORM OF NOTE]


 


Douglas Dynamics, L.L.C. and Douglas Dynamics Finance Company


 


73⁄4% SENIOR NOTE

DUE 2012


 


	
   

  	
  CUSIP:

  
	
  No.

  	
  $

  



 


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,” which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
                    ,
or registered assigns, the principal sum of
                    
Dollars, on January 15, 2012.


 


Interest Payment Dates:  January 15 and July 15; commencing


 


Record Dates: 
January 1 and July 1


 


Reference is made to the further provisions of this
Note on the reverse side, which will, for all purposes, have the same effect as
if set forth at this place.


 


A-1

















 


IN WITNESS WHEREOF, the Issuers have caused this
instrument to be duly executed.


 


	
   

  	
  Douglas
  Dynamics, L.L.C.

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Douglas
  Dynamics Finance Company

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


A-2

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes described in the within-mentioned Indenture.


 


	
   

  	
  U.S. Bank National
  Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


A-3

















 


(Back of Note)


 


73⁄4%(1) Senior Notes due 2012


 


[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF
THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.](2)


 


[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO
THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.](3)


 


[THE RIGHTS ATTACHING TO THIS
REGULATION S TEMPORARY GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN).  NEITHER THE HOLDER
NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH
HOLDER HOLDS THIS NOTE.  NOTHING IN THIS
LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.](4)


 






(1)   Reserved.


(2)   To be included only on Global Notes deposited
with DTC as Depositary.


(3)   To be included only on Global Notes deposited
with DTC as Depositary.


(4)   To be included only on Regulation S Temporary Global Notes.


 


A-4

















 


[THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.


 


THE HOLDER OF THIS NOTE AGREES FOR THE
BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.](5)


 


[THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT
BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS.  TERMS USED ABOVE HAVE THE MEANINGS
GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.](6)


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


1.                 Interest.  Douglas Dynamics, L.L.C., a Delaware limited
liability company (the “Company”), and Douglas Dynamics Finance Co., a Delaware
corporation (the “Finance Company,” and together with the Company, the “Issuers”),
promise to pay interest on the principal amount of this Note at 73⁄4% per annum
until maturity.  The Issuers will pay
interest semi-annually on January 15 and July 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each
an “Interest Payment Date”).  The first
Interest Payment Date shall be
                    .  Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the Issue Date; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a Record Date (defined below) referred to on the face
hereof and the next succeeding Interest 


 






(5)   To be included only on Transfer Restricted
Notes.


(6)   To
be included only on Regulation S Global Notes.


 


A-5

















 


Payment Date, interest shall
accrue from such next succeeding Interest Payment Date.  The Issuers shall pay interest (including
Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including Accrued Bankruptcy Interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. 
Interest shall be computed on the basis of a 360-day year of twelve
30-day months.


 


[Until this
Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled
to receive payments of cash interest hereon; until so exchanged in full, this
Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.](7)


 


2.             Method of Payment. 
The Issuers shall pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of business on
the January 1 or July 1 next preceding the Interest Payment Date
(each a “Record Date”), even if such Notes are cancelled after such Record Date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture (as defined below) with respect to defaulted interest.  The Notes shall be payable as to principal,
interest and premium, if any, at the office or agency of the Issuers maintained
within The City and State of New York for such purpose, or, at the option of
the Issuers, payment of interest and may be made by check mailed to the Holders
at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds to an account
within the United States shall be required with respect to principal of and
interest and premium, if any, on all Global Notes.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


3.             Paying Agent and Registrar. 
Initially, U.S. Bank National Association, the Trustee under the
Indenture, shall act as Paying Agent and Registrar.  The Issuers may change any Paying Agent or
Registrar without notice to any Holder. 
The Issuers or any of the Subsidiaries may act in any such capacity.


 


4.             Indenture.  The
Issuers issued the Notes under an Indenture dated as of the Issue Date (“Indenture”),
by and among the Issuers, the Guarantors party thereto and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “Trust
Indenture Act”).  The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of such terms. 
To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and
be controlling.


 


5.             Optional Redemption.


 


(a)   Except
as set forth in clause (b) of this Section 5, the Issuers shall not
have the option to redeem the Notes pursuant to this Section 5 prior to January 15,
2009.  The Notes shall be redeemable for
cash at the option of the Issuers, in whole or in part, at any time on or after
January 15, 2009, upon not less than 30 days nor more than 60 days prior
notice mailed by first class mail to each Holder at its last registered
address, at the following redemption prices 


 






(7)   To
be included only on Regulation S Temporary Global Notes.


 


A-6

















 


(expressed as percentages of
the principal amount) if redeemed during the 12-month period commencing January 15
of the years indicated below, in each case (subject to the right of Holders of
record on a Record Date to receive the corresponding interest due on the
corresponding Interest Payment Date that is on or prior to such Redemption
Date) together with accrued and unpaid interest thereon to the date of
redemption of the Notes (the “Redemption Date”):


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.875

  	
  %

  
	
  2010

  	
   

  	
  101.938

  	
  %

  
	
  2011 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           Notwithstanding the
provisions of clause (a) of this Section 5, at any time or from time
to time on or prior to January 15, 2008, upon the consummation of one or
more Equity Offerings for cash, up to 35% of the aggregate principal amount of
the Notes issued pursuant to the Indenture (only as necessary to avoid any
duplication, excluding any replacement Notes) may be redeemed at the Issuers’
option within 90 days of such Equity Offering, on not less than 30 days, but
not more than 60 days, notice to each Holder of the Notes to be redeemed, with
cash received by the Issuers from the Net Cash Proceeds of such Equity
Offering, at a redemption price equal to 107.750% of principal, together with
accrued and unpaid interest thereon to the Redemption Date; provided, however, that
immediately following such redemption not less than 65% of the aggregate
principal amount of the Notes originally issued pursuant to the Indenture on
the Issue Date remain outstanding (only as necessary to avoid any duplication,
excluding any replacement Notes).


 


(c)           Notice of redemption
shall be mailed by first class mail at least 30 days but not more than 60 days
before the Redemption Date to each Holder whose Notes are to be redeemed at its
registered address.  Notes in denominations
larger than $1,000 may be redeemed in part but only in integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest
ceases to accrue on Notes or portions thereof called for redemption unless the
Issuers default in such payments due on the Redemption Date.


 


6.             Mandatory Redemption. 
The Issuers shall not be required to make mandatory redemption payments
with respect to the Notes.  The Notes
shall not have the benefit of any sinking fund.


 


7.             Offers to Purchase.


 


(a)           Change of
Control.  As provided in Section 4.14
of the Indenture, in the event that a Change of Control has occurred, each
Holder of Notes shall have the right as described below and in the Indenture,
at such Holder’s option, pursuant to an offer (which offer shall be subject
only to conditions required by applicable law, if any) by the Issuers (the “Change
of Control Offer”), to require the Issuers to repurchase all or any part of
such Holder’s Notes (provided, that
the principal amount of such Notes must be $1,000 or an integral multiple
thereof) on a date (the “Change of Control Purchase Date”) that is no later
than 60 days after the occurrence of such Change of Control, at a cash price
equal to 101% of the principal amount thereof (the “Change of Control Purchase
Price”), together with accrued and unpaid interest to the Change of Control
Purchase Date.


 


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As provided in Section 4.14 of the Indenture,
the Change of Control Offer shall be made within 30 days following a Change of
Control and shall remain open for 20 Business Days following its commencement
(the “Change of Control Offer Period”). 
Upon expiration of the Change of Control Offer Period, the Issuers shall
purchase all Notes properly tendered in response to the Change of Control
Offer.


 


As provided in Section 4.14 of the Indenture,
prior to the commencement of a Change of Control Offer and as a condition
thereof, but in any event within 30 days following any Change of Control, the
Issuers shall obtain any requisite consents under the Credit Agreement to
permit the repurchase of the Notes pursuant to the Change of Control
Offer.  The Issuers’ failure to comply
with the preceding sentence shall constitute an Event of Default described in
clause (3) under Section 6.1 of the Indenture.


 


(b)           Asset Sale.  (1) As provided in Section 4.13 of
the Indenture, the Issuers shall not and the Subsidiary Guarantors shall not,
and neither the Issuers nor the Subsidiary Guarantors shall permit any of the
Subsidiaries to, in one or a series of related transactions, convey, sell,
transfer, assign or otherwise dispose of, directly or indirectly, any of their
property, business or assets, including by merger or consolidation (in the case
of the Subsidiaries), and including any sale or other transfer or issuance of
any Equity Interests of any of the Subsidiaries, whether by an Issuer or any of
the Subsidiaries or through the issuance, sale or transfer of Equity Interests
by one of the Subsidiaries and including any sale and leaseback transaction
(any of the foregoing, an “Asset Sale”), unless:


 


(A)          at least 75% of the
total consideration for such Asset Sale or series of related Asset Sales
consists of cash or Cash Equivalents, and


 


(B)           such Issuer or such
Subsidiary receives, as applicable, fair market value for such Asset Sale,
which fair market determination shall be made by a resolution of the Board of
Directors if the value of such Asset Sale is more than $2.5 million.


 


For purposes of clause (A) above, total
consideration received means the total consideration received for such Asset
Sales, minus the amount of:  (i) Purchase
Money Indebtedness secured solely by the assets sold and assumed by a
transferee; provided, that the Issuers are and the
Subsidiaries are fully released from all obligations in connection therewith, (ii) any
of such Issuer’s or such Subsidiary’s liabilities, as shown on such Issuer’s or
such Subsidiary’s most recent balance sheet, other than contingent liabilities
and liabilities that are by their terms subordinated to the Notes or any
Guarantee, that are assumed by the transferee of any such assets; provided, that the Issuers are and the Subsidiaries are
fully released from all obligations in connection therewith, (iii) property
that within 30 days of such Asset Sale is converted into cash or Cash
Equivalents; provided, that such cash and Cash
Equivalents shall be treated as Net Cash Proceeds attributable to the original
Asset Sale for which such property was received, and (iv) the fair market
value of property received as consideration for such Asset Sale that would
otherwise constitute a permitted application of Net Cash Proceeds (or other
cash in such amount) under clause (2)(A)(i) below (such fair market value
to be made as provided in clause (B) above).


 


(2)           Within
360 days following such Asset Sale or the receipt of such Net Cash Proceeds, an
amount equal to the Net Cash Proceeds therefrom (the “Asset Sale Amount”) shall
be:


 


A-8






 










 


(A)          (i) invested in
Additional Assets or (ii) used to make Permitted Investments other than
those under clauses (a), (b) or (c) under the definition of “Permitted
Investments” in the Indenture, which in the good faith reasonable judgment of
the Board of Directors shall immediately constitute or be a part of a Related
Business immediately following such transaction, or


 


(B)           used to retire (i) Purchase
Money Indebtedness secured by the asset which was the subject of the Asset
Sale, (ii) Indebtedness outstanding under the Credit Agreement and to
permanently reduce the amount of such Indebtedness permitted to be incurred
pursuant to Section 4.7(b)(3) of the Indenture (including that in the
case of a revolver or similar arrangement that makes credit available, such
commitment is so permanently reduced by such amount), or (iii) other
Indebtedness incurred in accordance with Section 4.7 of the Indenture and
secured by a Lien permitted under clause (o) of the definition of “Permitted
Liens” in the Indenture; provided, that
the amount of Indebtedness repaid with such Net Cash Proceeds pursuant to this
clause (iii) shall not exceed the value of the assets securing such
Indebtedness repaid, or


 


(C)           applied to the
optional redemption of the Notes in accordance with the terms of the Indenture
and the Issuers’ other Indebtedness ranking on a parity with the Notes and with
similar provisions requiring the Issuers to redeem such Indebtedness with the
proceeds from such Asset Sale, pro rata in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness then outstanding,


 


except that, in the case of each of the
provisions of clauses (A) and (B), only proceeds from an Asset Sale of
assets or Equity Interests of a Foreign Subsidiary may be invested in or used
to retire Indebtedness of a Foreign Subsidiary. 
Pending the final application of any Net Cash Proceeds, the Issuers may temporarily
reduce revolving credit borrowings or otherwise use the Net Cash Proceeds in
any manner that is not prohibited by the Indenture.


 


(c)           The accumulated Net
Cash Proceeds from Asset Sales not applied as set forth in Sections 4.13(b)(1),
(2) or (3) of the Indenture shall constitute “Excess Proceeds”.  Within 30 days after the date that the amount
of Excess Proceeds exceeds $5,000,000, which date shall not be prior to 390
days subsequent to the Asset Sale that generated such Excess Proceeds, the
Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale
Offer Amount”) to the repurchase of the Notes and such other Indebtedness
ranking on a parity with the Notes and with similar provisions requiring the
Issuers to make an offer to purchase such Indebtedness with the proceeds from
such Asset Sale pursuant to a cash offer (subject only to conditions required
by applicable law, if any) (pro rata in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness then outstanding) (the “Asset Sale Offer”) at a purchase
price of 100% of the principal amount (or accreted value in the case of
Indebtedness issued with an original issue discount) (the “Asset Sale Offer
Price”) together with accrued and unpaid interest to the date of payment.  Each Asset Sale Offer shall remain open for
20 Business Days following its commencement (the “Asset Sale Offer Period”).


 


8.             Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuers may require a Holder to pay any taxes and 


 


A-9

















 


fees required by law or
permitted by the Indenture.  The Issuers
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part.  Also, the Issuers need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a
Record Date and the corresponding Interest Payment Date.


 


[This Regulation S
Temporary Global Note is exchangeable in whole or in part for one or more
Global Notes only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture.  Upon exchange of this Regulation S
Temporary Global Note for one or more Global Notes, the Trustee shall cancel
this Regulation S Temporary Global Note.](8)


 


9.             Persons Deemed Owners. 
The registered Holder of a Note may be treated as its owner for all
purposes.


 


10.           Amendment, Supplement and Waiver.  Subject to certain exceptions set forth in
the Indenture, the Indenture, the Notes or the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, and any existing Default or
compliance with any provision of the Indenture, the Notes or the Guarantees may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes.  Without the
consent of any Holder of a Note, the Indenture, the Notes or the Guarantees may
be amended or supplemented to cure any ambiguity, defect or inconsistency; to
provide for uncertificated Notes in addition to or in place of certificated
Notes; to provide for the assumption of the Issuers’ obligations to Holders of
the Notes in case of a merger or consolidation pursuant to Article V of
the Indenture; to provide for additional Guarantors as set forth in the
Indenture or for the release or assumption of Guarantees in compliance with the
Indenture; to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
rights under the Indenture of any such Holder; to comply with the provisions of
the Depositary, Euroclear or Clearstream or the Trustee with respect to the
provisions of the Indenture or the Notes relating to transfers and exchanges of
Notes or beneficial interests therein; or to provide for the issuance of
Additional Notes in accordance with the limitations set forth in the Indenture
as of the date thereof.


 


11.           Defaults and Remedies. 
The Indenture provides that each of the following constitutes an Event
of Default:


 


(1)           the Issuers’ failure
to pay any installment of interest on the Notes as and when the same becomes
due and payable and the continuance of any such failure for 30 days;


 


(2)           the Issuers’ failure
to pay all or any part of the principal, or premium, if any, on the Notes when
and as the same becomes due and payable at maturity, redemption, by acceleration
or otherwise, including, without limitation, payment of the Change of Control
Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not
properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer,
as applicable;


 






(8)          To be included only on Regulation S Temporary
Global Notes.


 


A-10

















 


(3)           the Issuers’ failure
or the failure of any of the Subsidiaries to observe or perform any other
covenant or agreement contained in the Notes or the Indenture, except for the
provisions of Sections 4.13, 4.14 and 5.1 of the Indenture, and the continuance
of such failure for a period of 30 days after written notice is given to an
Issuer by the Trustee or to an Issuer and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Notes outstanding;


 


(4)           a court having
jurisdiction in the premises enters a decree or order for (A) relief in
respect of an Issuer or any Significant Subsidiary in an involuntary case under
any applicable Bankruptcy Law now or hereafter in effect, (B) appointment
of a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of an Issuer or any Significant Subsidiary or for all or
substantially all of the property and assets of an Issuer or any Significant
Subsidiary or (C) the winding up or liquidation of the affairs of an
Issuer or any Significant Subsidiary and, in each case, such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days;


 


(5)           an Issuer or any
Significant Subsidiary (A) commences a voluntary case under any applicable
Bankruptcy Law now or hereafter in effect, or consents to the entry of an order
for relief in an involuntary case under any such law, (B) consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of an Issuer or any
Significant Subsidiary or for all or substantially all of the property and
assets of such Issuer or Significant Subsidiary or (C) effects any general
assignment for the benefit of creditors;


 


(6)           a default in
Indebtedness of an Issuer or the Indebtedness of any of the Subsidiaries with
an aggregate amount outstanding in excess of $10.0 million (A) resulting
from the failure to pay principal at maturity or (B) as a result of which
the maturity of such Indebtedness has been accelerated prior to its stated
maturity;


 


(7)           final unsatisfied
judgments not covered by insurance involving an amount in excess of $5.0
million in any individual case or aggregating in excess of $10.0 million at any
one time rendered against an Issuer or any of the Subsidiaries and not stayed,
bonded or discharged within 60 days; and


 


(8)           any Guarantee of
Parent or a Subsidiary Guarantor ceases to be in full force and effect or
becomes unenforceable or invalid or is declared null and void (other than in
accordance with the terms of the Guarantee and the Indenture) or Parent or any
Subsidiary Guarantor denies or disaffirms its obligations under its Guarantee.


 


12.           Trustee Dealings with Issuers.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuers or their Affiliates, and may otherwise deal with the Issuers or their
Affiliates, as if it were not the Trustee.


 


13.           No Recourse Against Others. 
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 of the Notes.  Each Holder by 


 


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accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for issuance of the Notes.


 


14.           Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


15.           Abbreviations. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


16.           CUSIP Numbers. 
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon, and any
such redemption shall not be affected by any defect in or omission of such
numbers.


 


17.           Notation of Guarantee. 
As more fully set forth in the Indenture, to the extent permitted by
law, each of the Guarantors from time to time, in accordance with Article X
of the Indenture, unconditionally and jointly and severally guarantees, to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, that:


 


By its execution of the Indenture and its Guarantee
endorsed on this Note, each of the Guarantors acknowledges and agrees that it
receives substantial benefits from the Issuers and that such party is providing
its Guarantee for good and valuable consideration, including, without
limitation, such substantial benefits and services.  Accordingly, subject to the provisions of Article X
of the Indenture, each Guarantor, jointly and severally, hereby unconditionally
guarantees on a senior basis to each Holder of a Note authenticated and
delivered by the Trustee and its successors and assigns that:  (i) the principal of, premium, if any,
and interest on the Notes shall be duly and punctually paid in full when due,
whether at maturity, by acceleration, call for redemption, upon a Change of
Control Offer, upon an Asset Sale Offer or otherwise, and interest on overdue
principal, premium, if any, and (to the extent permitted by law) interest on
any interest, if any, on the Notes and all other obligations of the Issuers to
the Holders or the Trustee hereunder or under the Notes (including fees,
expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms hereof and the Indenture; and (ii) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, 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, upon
an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and
(ii) above, to the limitations set forth in Section 10.5 of the
Indenture.


 


When a successor assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor may be released
from those obligations.


 


18.           Governing Law.  THE
INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
LAWS AND RULES 327(b).


 


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The Issuers shall furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to:


 


	
  Douglas Dynamics, L.L.C.

  
	
  7777 North 73rd Street

  
	
  Milwaukee, WI 53223

  



 


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Assignment Form


 




	
  To
  assign this Note, fill in the form below: 
  (I) or (We) assign and transfer this Note to

  
	
   

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  






 


and irrevocably appoint
                                                                                                                    

to transfer this Note on the books of the Issuers.  The agent may substitute another to act for
him.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the face of this Note)

  



 


	
  Signature Guarantee*

  
	
   

  
	
   

  



 






*NOTICE: 
The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs:  (i) The Securities Transfer Agent
Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion
Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in
such other guarantee program acceptable to the Trustee.


 


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Option of Holder to Elect Purchase


 


If you want to elect to have this Note purchased by
the Issuers pursuant to Section 4.13 or Section 4.14 of the
Indenture, check the box below:


 


	
   

  	
  o Section 4.13

  	
   ̈
  Section 4.14

  



 


If you want to elect to have only part of the Note
purchased by the Issuers pursuant to Section 4.13 or Section 4.14 of
the Indenture, state the amount you elect to have purchased (in denominations
of $1,000 only, except if you have elected to have all of your Notes
purchased):  $


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the Note)

  



 




	
  Social Security or Tax Identification
  No.:

  	
   

  	
   

  






 


	
  Signature Guarantee*

  
	
   

  
	
   

  



 






*NOTICE: 
The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs:  (i) The Securities Transfer Agent
Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion
Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in
such other guarantee program acceptable to the Trustee.


 


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(9)


 


The following exchanges of an interest in this
Global Note for an interest in another Global Notes or for a Definitive Note,
or exchanges of an interest in another Global Note or Definitive Note for an
interest in this Global Note, have been made:


 


	
  Date
  of Exchange

  	
   

  	
  Amount of Decrease

  in Principal Amount

  of this Global Note

  	
   

  	
  Amount of Increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  Following Such

  Decrease (or Increase)

  	
   

  	
  Signature of

  Authorized Signatory

  of Trustee

  or Note Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(9)   This
should be included only if the Note is issued in global form.


 


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