On December 31, 2014, Douglas Dynamics, Inc., as guarantor, and its wholly-owned subsidiaries, Douglas Dynamics, L.L.C., Douglas Dynamics Finance Company, Fisher, LLC, Trynex International LLC and following the consummation of the Merger Transaction, Henderson Enterprises Group, Inc. (as successor by merger to DDIZ Acquisition, Inc.) and Henderson Products, Inc. as borrowers entered into a Second Amended and Restated Credit and Guaranty Agreement with the banks and financial institutions listed in the Revolving Credit Agreement, as lenders, J.P. Morgan Securities LLC and Wells Fargo Bank, N.A., as joint bookrunners and joint lead arrangers, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and Wells Fargo Bank, N.A., as syndication agent. The Revolving Credit Agreement was an amendment and restatement of an existing Amended and Restated Credit and Guaranty Agreement, dated as of April 18, 2011, as amended by a First Amendment, dated as of November 9, 2012. The following summary of the material terms of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement.

The Revolving Credit Agreement provides for a senior secured revolving credit facility in the amount of $100.0 million, of which $10.0 million will be available in the form of letters of credit and $5.0 million will be available for the issuance of short-term swingline loans. The Revolving Credit Agreement also allows the Borrowers to request the establishment of one or more additional revolving commitments in an aggregate amount not in excess of $30.0 million, subject to specified terms and conditions. The availability of credit under the facility is limited by a borrowing base, which is 85% of the eligible accounts receivable of the Borrowers, plus the lesser of 70% of the cost and 85% of the net recovery value of eligible inventory, plus certain cash and cash equivalents, less any reserves established by the collateral agent or administrative agent, all as defined in the Revolving Credit Agreement.

For purposes of the borrowing base, the advance rate in respect of accounts and inventory of Enterprises and its subsidiaries is limited to 75% until an acceptable field exam is completed. The final maturity date of the Revolving Credit Agreement is December 31, 2019. The Borrowers will be required to pay a fee for unused amounts under the Revolving Credit Agreement in an amount ranging from 0.25% to 0.375% of the unused portion of the facility, depending on the utilization of the facility.