Exhibit 99.2
FIRST AMENDMENT TO THIRD RESTATED
REVOLVING CREDIT LOAN AGREEMENT
This First Amendment toThird Restated Revolving Credit Loan Agreement
("Amendment") is effective as of the 30th of July, 2005, between AAON, INC., an
Oklahoma corporation ("AAON") and AAON COIL PRODUCTS, INC., a Texas corporation
(formerly known as CP/AAON, INC.)("CP/AAON") (separately and collectively, the
"Borrower"), and BANK OF OKLAHOMA, N.A. ("Bank").
RECITALS
A. Reference is made to the Third Restated Revolving Credit Loan
Agreement dated effective July 30, 2004, between Borrower and Bank (the "Credit
Agreement") pursuant to which currently exists a $15,150,000 Revolving Credit
Loan. Terms used herein shall have the meanings ascribed to them in the Credit
Agreement unless otherwise defined herein.
B. Borrower has requested an extension of the $15,150,000.00 Revolving
Credit Loan; and subject to the terms and conditions set forth in this
Amendment, Bank has agreed to Borrower's request.
AGREEMENT
For valuable consideration received, it is agreed as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT.
1.1. Section 1.41 (Termination Date) is hereby amended to evidence the
date "July 30, 2005" shall now mean and read "July 30, 2006."
1.2. Section 7.1 (Tangible Net Worth) is hereby amended to evidence the
amount "$30,000,000" shall now mean and read "$55,000,000."
1.3. Section 7.2 (Total Liabilities to Tangible Net Worth) is hereby
amended to evidence the ratio "2.0 to 1.0" shall now mean and read "1.50 to
1.0."
1.4. Section 7.3 (Working Capital) is hereby amended to evidence the
amount "$10,000,000" shall now mean and read "$20,000,000."
2. CONDITIONS PRECEDENT. The obligation of the Bank hereunder is
subject to the conditions precedent that the Bank shall have received on or
before the day of closing each of the following, in form and substance
satisfactory to the Bank and its counsel:
2.1.1. This Amendment;
2.1.2. The Revolving Credit Note in form and content as set
forth on Schedule "2.1.2" attached hereto; and
2.1.3. Any other instruments, documents or agreements
reasonably requested by Bank in connection herewith.
(1)
3. RATIFICATION OF DOCUMENTS. Borrower hereby ratifies and confirms the
Credit Agreement and the Revolving Credit Note, and agrees that they remain in
full force and effect, enforceable in accordance with their terms.
4. RATIFICATION OF GUARANTY. Aaon, Inc., a Nevada corporation, hereby
ratifies and confirms the Guaranty Agreement dated effective July 1, 1996, and
acknowledges and agrees that the Guaranty shall remain in full force and effect
notwithstanding the amendments to the Credit Agreement in Section 1, above.
5. BINDING EFFECT. This Amendment shall be governed by and construed in
accordance with the laws of the State of Oklahoma, and shall inure to the
benefit of the parties hereto, their successors and assigns.
6. GOVERNING LAW. This Amendment and the Revolving Credit Note shall be
governed by, and construed in accordance with, the laws of the State of
Oklahoma.
7. USA Patriot Act Notification. IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions
to obtain, verify, and record information that identifies each person or entity
that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an
individual, Bank will ask for Borrower's name, taxpayer identification number,
residential address, date of birth, and other information that will allow Bank
to identify Borrower, and, if Borrower is not an individual, Bank will ask for
Borrower's name, taxpayer identification number, business address, and other
information that will allow Bank to identify Borrower. Bank may also ask, if
Borrower is an individual, to see Borrower's driver's license or other
identifying documents, and, if Borrower is not an individual, to see Borrower's
legal organizational documents or other identifying documents.
8. COSTS, EXPENSES AND FEES. Borrower hereby agrees to pay the
reasonable costs, expenses and fees of Bank incurred in connection with the
preparation of this document and all related instruments, documents and
agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
"Bank"
BANK OF OKLAHOMA, N.A.
By /s/ Xxxxx X. Xxxx
-------------------------------------
Xxxxx X. Xxxx, Vice President
(2)
"Borrower"
AAON, INC., an Oklahoma corporation
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx, President
AAON COIL PRODUCTS, INC., a Texas
corporation (formerly known as CP/AAON, Inc.)
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx, President
"Guarantor"
AAON, INC., a Nevada corporation
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx, President
(3)
Schedule "2.1.2"
($15,150,000 Promissory Note)
(4)
PROMISSORY NOTE
$15,150,000 Effective July 30, 2005
Tulsa, Oklahoma
FOR VALUE RECEIVED, the undersigned, AAON, INC., an Oklahoma
corporation and AAON COIL PRODUCTS, INC., a Texas corporation (formerly known as
CP/AAON, Inc.) (separately and collectively "Maker"), jointly and severally
promise to pay to the order of BANK OF OKLAHOMA, N.A. ("Lender"), at its offices
in Tulsa, Oklahoma, the principal sum of FIFTEEN MILLION ONE HUNDRED FIFTY
THOUSAND DOLLARS ($15,150,000), or, if less, the aggregate sum of advances made
by Lender to Maker under the Third Restated Revolving Credit Agreement dated
July 30, 2004, between Maker and Lender (as amended, the "Credit Agreement"), as
follows:
a. Principal. Principal shall be payable on July 30, 2006.
b. Interest. Interest shall be payable on the last day of each
month (except for interest on LIBOR Loans which shall be
payable on the last day of the applicable Interest Period) and
at maturity, commencing July 31, 2005, based upon the type of
loan and interest rate related thereto as more specifically
described in the Credit Agreement, which terms are
incorporated herein by reference.
This Note is the "Revolving Credit Note" referred to in the Credit
Agreement. Reference is made to the Credit Agreement for provisions for interest
accrual, the interest rate, the payment and prepayment hereof and for the
acceleration of the maturity hereof, all of which are incorporated herein and
made a part hereof. Terms defined in said Credit Agreement are used herein as
therein defined.
All payments under this Note shall be made in legal tender of the
United States of America or in other immediately available funds at Lender's
office described above, and no credit shall be given for any payment received by
check, draft or other instrument or item until such time as the holder hereof
shall have received credit therefor from the holder's collecting agent or, in
the event no collecting agent is used, from the bank or other financial
institution upon which said check, draft or other instrument or item is drawn.
From time to time the maturity date of this Note may be extended or
this Note may be renewed, in whole or in part, or a new note of different form
may be substituted for this Note and/or the rate of interest may be changed, or
changes may be made in consideration of loan extensions, and the holder, from
time to time, may waive or surrender, either in whole or in part, any rights,
guarantees, security interests or liens given for the benefit of the holder in
connection herewith; but no such occurrences shall in any manner affect, limit,
modify or otherwise impair any rights, guarantees or security of the holder not
specifically waived, released or surrendered in writing, nor shall any maker,
guarantor, endorser or any person who is or might be liable hereon, either
primarily or contingently, be released from such liability by reason of the
occurrence of any such event. The holder hereof, from time to time, shall have
the unlimited right to release any person who might be liable hereon; and such
release shall not affect or discharge the liability of any other person who is
or might be liable hereon.
(5)
The Maker and any endorsers, guarantors and sureties hereby severally
waive protest, presentment, demand, and notice of protest and nonpayment in case
this Note or any payment due hereunder is not paid when due; and they agree to
any renewal, extension, acceleration, postponement of the time of payment,
substitution, exchange or release of collateral and to the release of any party
or person primarily or contingently liable without prejudice to the holder and
without notice to the Maker or any endorser, guarantor or surety. Maker and any
guarantor, endorser, surety or any other person who is or may become liable
hereon will, on demand, pay all costs of collection, including reasonable
attorney fees of the holder hereof in attempting to enforce payment of this Note
and reasonable attorney fees for defending the validity of any document securing
this Note as a valid first and prior lien.
This Note is given for an actual loan of money for business purposes
and not for personal, agricultural or residential purposes, and is executed and
delivered in the State of Oklahoma and shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
This Note is an extension and renewal of the $15,150,000 Promissory
Note dated effective July 30, 2004 between Maker and Lender and shall be deemed
effective as of the date set forth as the date such Promissory Note would have
matured if not otherwise renewed or extended hereby.
AAON, INC., an Oklahoma corporation
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx, President
AAON COIL PRODUCTS, INC.,
a Texas corporation (formerly known as
CP/AAON, Inc.)
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx, President
(6)
