Douglas Dynamics, Inc Sample Contracts

] Shares DOUGLAS DYNAMICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 22nd, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York
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5,000,000 Shares DOUGLAS DYNAMICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 13th, 2011 • Douglas Dynamics, Inc • Construction machinery & equip • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit and Guaranty Agreement • May 3rd, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York

CREDIT AND GUARANTY AGREEMENT, dated as of May 21, 2007 (the “Agreement”), by and among Douglas Dynamics, 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 hereof (together with their respective successors and assigns, each individually referred to herein as a “Lender” and collectively as “Lenders”), Credit Suisse Securities (USA) LLC, as sole bookrunner and sole lead arranger (the “Arranger”), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, “Syndication Agent”), as Wach

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • August 1st, 2023 • Douglas Dynamics, Inc • Construction machinery & equip • New York

CREDIT AGREEMENT, dated as of June 9, 2021 (this “Agreement”), among DOUGLAS DYNAMICS, L.L.C., the other Borrowers and SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of December 31, 2014 among DOUGLAS DYNAMICS, L.L.C. as Borrower DOUGLAS DYNAMICS, INC., DOUGLAS DYNAMICS FINANCE COMPANY, FISHER, LLC, TRYNEX INTERNATIONAL LLC and DDIZ ACQUISITION, INC....
Credit and Guaranty Agreement • January 6th, 2015 • Douglas Dynamics, Inc • Construction machinery & equip • New York

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of December 31, 2014 (the “Agreement”), by and among Douglas Dynamics, 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”), Fisher, LLC, a Delaware limited liability company (“Fisher”), Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance”), Trynex International LLC, a Delaware limited liability company formerly known as Acquisition Tango LLC (“Trynex”), DDIZ Acquisition, Inc., a Delaware corporation (which on the Restatement Effective Date shall be merged (the “Merger”) with and into Henderson Enterprises Group, Inc., with Henderson Enterprises Group, Inc. as the surviving entity) (“Henderson,” and together with Trynex, DD Finance, Fisher and Holdings, each a “Guarantor” and collectively the “Guarantors”) the banks and financial institutions listed on the signature pages he

DOUGLAS DYNAMICS, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN SECOND AMENDED AND RESTATED MANAGEMENT NON-QUALIFIED OPTION AGREEMENT
Management Non-Qualified Option Agreement • May 2nd, 2011 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Second Amended and Restated Non-Qualified Stock Option Agreement (“Agreement”) is made and entered into as of May 7, 2010 by and between Douglas Dynamics, Inc., a Delaware corporation (the “Company”), and the person named below as Optionee.

DOUGLAS DYNAMICS, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN SECOND AMENDED AND RESTATED MANAGEMENT INCENTIVE OPTION AGREEMENT
Management Incentive Option Agreement • May 2nd, 2011 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Second Amended and Restated Management Incentive Stock Option Agreement (“Agreement”) is made and entered into as of May 7, 2010 by and between Douglas Dynamics, Inc., a Delaware corporation (the “Company”), and the person named below as Optionee.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2024 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Amended and Restated Employment Agreement (“Agreement”) is entered into as of October 31, 2022 (the “Effective Date”) by and between Robert McCormick, an individual (“Executive”), Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), and Douglas Dynamics, Inc., a Delaware corporation and the parent entity of the Company (“Douglas”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 2022 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Employment Agreement (“Agreement”) is entered into as of July 31, 2020 (the “Effective Date”) by and between Linda Evans, an individual (“Executive”), and Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Employment Agreement (“Agreement”) is entered into as of March 30, 2004 by and between James L. Janik, an individual (“Executive”), and Douglas Dynamics Holdings, Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (James L. Janik)
Employment Agreement • May 2nd, 2011 • Douglas Dynamics, Inc • Construction machinery & equip

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into, effective as of May 4, 2010 (the “Effective Date”), by and between James L. Janik (“Executive”) and Douglas Dynamics, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2019 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Employment Agreement (“Agreement”) is entered into as of February 22, 2019 by and between Robert McCormick, an individual (“Executive”), and Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (Robert McCormick)
Employment Agreement • May 2nd, 2011 • Douglas Dynamics, Inc • Construction machinery & equip

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into, effective as of May 4, 2010 (the “Effective Date”), by and between Robert McCormick (“Executive”) and Douglas Dynamics, Inc., a Delaware corporation (the “Company”).

DOUGLAS DYNAMICS HOLDINGS, INC. NON-QUALIFIED OPTION AGREEMENT
Non-Qualified Option Agreement • April 20th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Non-Qualified Stock Option Agreement (“Agreement”) is made and entered into as of , (the “Date of Grant”) by and between Douglas Dynamics Holdings, Inc., a Delaware corporation (the “Company”), and the person named below as Optionee.

SECURITIES REPURCHASE AND CANCELLATION AGREEMENT
Securities Repurchase and Cancellation Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Securities Repurchase and Cancellation Agreement (the “Agreement”) is made and entered into as of December 22, 2008 (the “Effective Date”) by and between James Janik (the “Securityholder”) and Douglas Dynamics Holdings, Inc. (the “Company”).

Douglas Dynamics, L.L.C. Douglas Dynamics Finance Company (as Issuers) Douglas Dynamics Holdings, Inc. (as a Guarantor) 7¾% Senior Notes due 2012
Indenture • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York

INDENTURE, dated as of December 16, 2004, among Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), Douglas Dynamics Finance Company, a Delaware corporation (“Finance Company,” and together with the Company, the “Issuers”), Douglas Dynamics Holdings, Inc., as a Guarantor hereunder, and U.S. Bank National Association, as trustee (the “Trustee”).

SECOND AMENDED AND RESTATED JOINT MANAGEMENT SERVICES AGREEMENT
Joint Management Services Agreement • May 2nd, 2011 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Second Amended and Restated Joint Management Services Agreement (the “Agreement”) is made and entered into as of May 10, 2010 by and among Douglas Dynamics, Inc. (formerly known as Douglas Dynamics Holdings, Inc.), a Delaware corporation (the “Company”), Douglas Dynamics, L.L.C., a Delaware limited liability company (“Douglas”), Aurora Management Partners LLC, a Delaware limited liability company (“AMP”), and ACOF Management, L.P., a Delaware limited partnership (“ACOF”), and shall become effective immediately following the closing of the Company’s initial public offering of its common stock (the “Effective Time”).

EXHIBIT A [FORM OF NOTE] Douglas Dynamics, L.L.C. and Douglas Dynamics Finance Company 7¾% SENIOR NOTE DUE 2012
Douglas Dynamics, Inc • March 8th, 2010 • Construction machinery & equip • New York

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.

DOUGLAS DYNAMICS, INC. INDEMNIFICATION AGREEMENT
. Indemnification Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This INDEMNIFICATION AGREEMENT, dated as of , 2010 (this “Agreement”), is by and between Douglas Dynamics, Inc., a Delaware corporation (the “Company”), and the individual whose name appears below on the signature page (“Indemnitee”).

ASSET PURCHASE AGREEMENT AMONG ACQUISITION TANGO LLC, TRYNEX, INC. AND THE SHAREHOLDERS OF TRYNEX, INC. May 6, 2013
Asset Purchase Agreement • May 6th, 2013 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is effective as of May 6, 2013 among Acquisition Tango LLC, a Delaware limited liability company to be renamed Trynex International LLC (“Buyer”), Trynex, Inc., a Michigan corporation doing business as Trynex International (“Seller”), and the undersigned shareholders of Seller (collectively, the “Shareholders”). Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in Section 8.16.

AMENDMENT AND RESTATEMENT AGREEMENT
Credit and Guaranty Agreement • June 11th, 2020 • Douglas Dynamics, Inc • Construction machinery & equip • New York

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2020 (the “Agreement”), by and among Douglas Dynamics, 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”), Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance”), Fisher, LLC, a Delaware limited liability company (“Fisher”), Trynex International LLC, a Delaware limited liability company formerly known as Acquisition Tango LLC (“Trynex”), Henderson Enterprises Group, Inc. (the survivor of a merger with DDIZ Acquisition, Inc.), a Delaware corporation (“HEG”), Henderson Products, Inc., a Delaware corporation (“HPI”), Dejana Truck & Utility Equipment Company, LLC, a Delaware limited liability company (“Dejana” and together with Holdings, DD Finance, Fisher, Trynex, HEG and HPI, each a “Guarantor” and collectively the “Guarantors”), the banks and financial inst

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS, INC. (fka DOUGLAS DYNAMICS HOLDINGS, INC.) AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF [·], 2010
Securityholders Agreement • April 30th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the “Amendment”), dated as of [·], 2010, is being entered into by and among Douglas Dynamics, Inc. (formerly known as Douglas Dynamics Holdings, Inc.), a Delaware corporation (the “Company”), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands exempt limited partnership, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, 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, and each of the Class A Securityholders listed on Exhibit A. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (James L. Janik)
Employment Agreement • January 4th, 2019 • Douglas Dynamics, Inc • Construction machinery & equip

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into, effective as of January 1, 2019 (the “Effective Date”), by and between James L. Janik (“Executive”) and Douglas Dynamics, Inc., a Delaware corporation (the “Company”).

Douglas Dynamics, Inc. Milwaukee, WI 53223 June 14, 2010
Douglas Dynamics, Inc • June 17th, 2010 • Construction machinery & equip • Delaware

This letter agreement will confirm the terms of your employment as Vice President of Operations of Douglas Dynamics, Inc., a Delaware corporation (the “Company”) and Douglas Dynamics, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of the Company (“Douglas”).

CONSULTING AGREEMENT
Consulting Agreement • May 7th, 2019 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into on, and effective as of, April 20, 2019 (“Effective Date”), between Andrew Dejana (“Consultant”) and Dejana Truck & Utility Equipment Company, LLC (the “Company”) (together, the “Parties”). In consideration of the terms, conditions, and promises set forth in this Agreement, and in return for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Consultant and the Company agree as follows:

THE EXECUTIVE NONQUALIFIED "EXCESS" PLAN ADOPTION AGREEMENT
Douglas Dynamics, Inc • March 13th, 2012 • Construction machinery & equip

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

TERM LOAN JOINDER AGREEMENT AND AMENDMENT
Term Loan Joinder Agreement • July 21st, 2016 • Douglas Dynamics, Inc • Construction machinery & equip • New York

This TERM LOAN JOINDER AGREEMENT AND AMENDMENT, dated as of July 15, 2016 (this “Agreement”), by and among Douglas Dynamics, Inc. (“Holdings”), Douglas Dynamics, L.L.C. (the “Company” or the “Borrower”), Douglas Dynamics Finance Company (“DD Finance”), Fisher, LLC (“Fisher”), Trynex International LLC (“Trynex”), Henderson Enterprises Group, Inc. (the survivor of a merger with DDIZ Acquisition, Inc.) (“HEG”), Henderson Products, Inc. (“HPI”) and Acquisition Delta LLC (“Delta” and, together with Holdings, DD Finance, Fisher, Trynex, HEG and HPI, each a “Guarantor” and collectively, the “Guarantors”), the Incremental Lenders (as defined below), JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent for the Incremental Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Incremental Lenders (in such capacity, the “Collateral Agent”), and the other Lenders (as defined below) party hereto.

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 26th, 2017 • Douglas Dynamics, Inc • Construction machinery & equip

THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Second Amendment”) is effective as of September 20, 2017 among Dejana Truck & Utility Equipment Company, LLC, a Delaware limited liability company formerly known as Acquisition Delta LLC (“Buyer), Peter Paul Dejana Family Trust Dated 12/31/98, a Florida trust (the “Trust”), Peteco Kings Park Inc., a New York corporation formerly known as Dejana Truck & Utility Equipment Company, Inc. (“DTUENY”), and, solely in the capacity of representative, attorney-in-fact and agent of the Trust and DTUENY, Andrew Dejana, a resident of the State of New York (“Appointed Agent”).

GUARANTEE
Guarantee • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip

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 7¾% 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 pri

SECURITIES REPURCHASE AND CANCELLATION AGREEMENT
Securities Repurchase and Cancellation Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Securities Repurchase and Cancellation Agreement (the “Agreement”) is made and entered into as of January 23, 2009 (the “Effective Date”) by and between Robert McCormick (the “Securityholder”) and Douglas Dynamics Holdings, Inc. (the “Company”).

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of December 31, 2014 among
Credit and Guaranty Agreement • January 6th, 2015 • Douglas Dynamics, Inc • Construction machinery & equip • New York

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of December 31, 2014 (the “Agreement”), by and among Douglas Dynamics, 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”), Fisher, LLC, a Delaware limited liability company (“Fisher”), Douglas Dynamics Finance Company, a Delaware corporation (“DD Finance”), Trynex International LLC, a Delaware limited liability company formerly known as Acquisition Tango LLC (“Trynex,”), DDIZ Acquisition, Inc., a Delaware corporation (which on the Restatement Effective Date shall be merged (the “Merger”) with and into Henderson Enterprises Group Inc., with Henderson Enterprises Group Inc. as the surviving entity) (“Henderson”; and together with Trynex, Fisher, DD Finance and the Company, each a “Borrower” and collectively the “Borrowers”), the Lenders party hereto, JPMorgan Chase Bank, N.A. (“JPMCB”), as Collateral Ag

Douglas Dynamics, L.L.C. Douglas Dynamics Finance Company (as Issuers) Douglas Dynamics Holdings, Inc. (as a Guarantor) 7¾% Senior Notes due 2012
Indenture • March 25th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • New York

INDENTURE, dated as of December 16, 2004, among Douglas Dynamics, L.L.C., a Delaware limited liability company (the “Company”), Douglas Dynamics Finance Company, a Delaware corporation (“Finance Company,” and together with the Company, the “Issuers”), Douglas Dynamics Holdings, Inc., as a Guarantor hereunder, and U.S. Bank National Association, as trustee (the “Trustee”).

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (Robert McCormick)
Employment Agreement • June 17th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip

This AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into, effective as of June 14, 2010 (the “Effective Date”), by and between Robert McCormick (“Executive”) and Douglas Dynamics, Inc., a Delaware corporation (the “Company”).

DOUGLAS DYNAMICS HOLDINGS, INC. RESTATED DEFERRED STOCK UNIT AGREEMENT
Deferred Stock Unit Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Restated Deferred Stock Unit Agreement (this “Agreement”) is made as of , by and between Douglas Dynamics Holdings, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

SECURITIES REPURCHASE AND CANCELLATION AGREEMENT
Securities Repurchase and Cancellation Agreement • March 8th, 2010 • Douglas Dynamics, Inc • Construction machinery & equip • Delaware

This Securities Repurchase and Cancellation Agreement (the “Agreement”) is made and entered into as of January 23, 2009 (the “Effective Date”) by and between James Janik (the “Securityholder”) and Douglas Dynamics Holdings, Inc. (the “Company”).

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