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Exhibit 99.1
THIRD AMENDMENT TO THIRD RESTATED
REVOLVING CREDIT LOAN AGREEMENT
This Third Amendment to Third Restated Revolving Credit Loan
Agreement
("Amendment") is dated July 30, 2007 ("Effective Date"), by and
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.
("Lender").
RECITALS
A. Reference is made to the Third Restated Revolving Credit Loan
Agreement
dated as of July 30, 2004, by and between Borrower and Lender
(as amended July
30, 2005, the "Credit Agreement"), pursuant to which currently
exists a
$15,150,000 Revolving Credit Loan.
B. Borrower has requested Lender to extend the $15,150,000
Revolving Credit
Loan, and Lender has agreed to such request, subject to the
terms and conditions
set forth below.
AGREEMENT
For valuable consideration received, Borrower and Lender agree
to the
following:
1. Definitions. Capitalized terms used in this Amendment
(including
capitalized terms used in the Recitals) that are not otherwise
defined herein
shall have the respective meanings ascribed to them in the
Credit Agreement.
2. Amendments to Third Restated Revolving Credit Loan
Agreement.
2.1. Section 1.41 (Termination date) is hereby amended to
evidence the
date "July 30, 2007" shall now mean and read "July 30,
2008."
3. Conditions Precedent. The modifications to the Credit
Agreement set
forth in this Amendment shall be effective from and after the
Effective Date,
subject to the Borrower's satisfaction of each of the following
conditions
precedent:
3.1. Loan Documents. The Borrower shall have duly and
validly
authorized, executed and delivered to the Lender the following
documents,
each in form and substance satisfactory to the Lender:
3.1.1. This Amendment.
3.1.2. The Revolving Credit Note, in form and content as set
forth on Schedule "3.1.2" attached to this Amendment; and
3.1.3. Any other instruments, documents or agreements
reasonably
requested by Lender in connection herewith.
3.2. No Default. No Initial Default or Matured Default shall
have
occurred and be continuing.
(1)
<PAGE>
3.3. Legal Matters. All legal matters incident to this Amendment
and
the transactions contemplated hereby shall be satisfactory to
the Lender
and its legal counsel.
3.4. Ratification of Guaranty. Guarantor, by execution of
the
ratification following the signature page hereof, hereby agrees
to this
Amendment and hereby ratifies and confirms the Guaranty; and
further
confirms that, after giving effect to the amendments provided
for herein,
the Guaranty shall continue in full force and effect, and that
each
representation and warranty set forth therein remains true and
correct as
of the date hereof.
4. REPRESENTATIONS AND WARRANTIES.
4.1. Reaffirmation. The Borrower confirms that all
representations and
warranties made by it in the Credit Agreement are and will be
true and
correct on the Effective Date except to the extent such
representations and
warrants specifically refer to an earlier date, and all of
such
representations and warranties are hereby remade and restated as
the date
hereof and shall survive the execution and delivery of this
Amendment. The
Borrower further confirms that all information contained in the
Schedules
attached to the Credit Agreement is and will continue to be
complete an
accurate as of the Effective Date.
4.2. Additional Representations and Warranties. The Borrower
further
represents and warrants to the Lender that:
4.2.1. The Borrower has all power and authority and has been
duly
authorized to execute, deliver and perform its obligations under
this
Amendment, the Credit Agreement (as amended by this Amendment),
and
the other Loan Documents.
4.2.2. This Amendment, the Credit Agreement (as amended by
this
Amendment), and other Loan Documents are valid and legally
binding
obligations of the Borrower, enforceable in accordance with
their
respective terms, except as limited by applicable
bankruptcy,
insolvency or other laws affecting the enforcement of
creditors'
rights generally.
4.2.3. The execution, delivery and performance of this
Amendment,
the Credit Agreement (as amended by this Amendment), and the
other
Loan Documents by the Borrower do not and will not (a) conflict
with,
result in a breach of the terms, conditions or provisions
of,
constitute a default under, or result in any violation of
the
organizational and operating agreements and documents, of
the
Borrower, or any agreement, instrument, undertaking, judgment,
decree,
order, writ, injunction, statute, law, rule or regulation to
which
Borrower is subject or by which the assets and property of
the
Borrower are bound or affected, (b) result in the creation
or
imposition of any lien on any assets or property now or
hereafter
owned by the Borrower pursuant to the provisions of any
mortgage,
indenture, security agreement, contract, undertaking or
other
agreement to which Borrower is a party, other than the
obligations of
the Borrower in favor of the Lender, (c) require any
authorization,
consent, license, approval or authorization of, or other action
by,
notice or declaration to, registration with, any governmental
agency
or authority or, to the extent any such consent or other action
may be
required, it has been validly procured or duly taken, or (d)
result in
the occurrence of an event materially adversely affecting the
validity
or enforceability of any rights or remedies of the Lender or
the
Borrower's ability to perform its obligations under the
Credit
Agreement and other Loan Documents.
(2)
<PAGE>
5. MISCELLANEOUS.
5.1. Effect of Amendment. The terms of this Amendment shall
be
incorporated into and form a part of the Credit Agreement.
Except as
amended, modified and supplemented by this Amendment, the Credit
Agreement
shall continue in full force and effect in accordance with its
stated
terms, all of which are hereby reaffirmed in
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