SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1998
AAON, INC.
----------
(Exact name of registrant as specified in its charter)
Nevada 33-18336-LA 87-0448736
------ ----------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2425 South Yukon, Tulsa, Oklahoma 74107
---------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (918) 583-2266
<PAGE 1>
Item 5. Other Events.
On June 30, 1998, Registrant executed Amendment Two to Second
Restated Revolving Credit Loan Agreement effective June 30,
1997.
Item 7. Financial Statements and Exhibits.
(c) A copy of Amendment Two to Second Restated Revolving
Credit Loan Agreement is filed herewith as Exhibit 1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AAON, INC.
Date: March 9, 1997 By: /s/ John B. Johnson
---------------------------
John B. Johnson, Jr., Secretary
<PAGE 2>
AMENDMENT TWO TO SECOND
RESTATED REVOLVING CREDIT LOAN AGREEMENT
THIS AMENDMENT TWO TO SECOND RESTATED REVOLVING CREDIT LOAN AGREEMENT
("Amendment"), is made and entered into effective as of June 30, 1998, by and
among AAON, INC., an Oklahoma corporation and AAON COIL PRODUCTS, INC., a Texas
corporation (formerly known as CP/AAON, Inc.) (separately and collectively, the
"Borrower") and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking
association ("Bank").
RECITALS
A. Reference is made to the Second Restated Revolving Credit Loan
Agreement dated effective July 1, 1996, which was amended by the Amendment One
dated June 30, 1997, between Borrower and Bank (as amended, the "Credit
Agreement"), pursuant to which currently exists a $15,150,000 Revolving Line.
B. Borrower has requested Bank to: (i) extend the commitment to August
31, 2000, (ii) reduce the interest rates, and (iii) modify certain financial
covenants. Bank has agreed to accommodate Borrower's request, subject to the
terms and conditions set forth below. All terms used herein shall have the
meanings given in the Credit Agreement, unless otherwise expressly defined.
For valuable consideration received, the parties agree to the
following:
AGREEMENT
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended
as follows:
1.1. Section 1.52 (Termination Date) is hereby amended to read
"August 31, 2000."
1.2 Section 2.5.1(1) (Prime Loan Rate) is hereby amended to read:
"For a Prime Loan at a rate equal to the Prime Rate less one-half
percent (1/2%), floating, per annum;".
1.3 Section 2.5.1(2) (LIBOR Loan Rate) is hereby amended to read:
"For a LIBOR Loan at a rate equal to the LIBOR Interest Rate plus One
Hundred Seventy (170) basis points per annum."
1.4 Section 8.1 (Tangible Net Worth) is hereby amended to
evidence that the sum "$12,000,000" shall now mean and read
"$18,500,000."
<PAGE 3>
1.5 Section 8.5 (Capital Expenditures) is hereby amended to read:
"8.5 Capital Expenditures. The Borrowers agree not to make
any capital expenditure for the acquisition, construction,
expansion or improvement of capital assets (whether owned or
leased or otherwise) that aggregate in excess of $7,000,000 from
June 30, 1998 to August 31, 1999, and $3,500,000 from September
1, 1999 to August 31, 1999, when combined with the capital
expenditures of AAON (Nevada) for such period or commit to any
such capital expenditure which, if made in the applicable period
for delivery and payment and combined with payments of
commitments by AAON (Nevada) for such period, would result in
expenditures in excess of the limitations herein set forth."
2. CONDITIONS PRECEDENT. The making of any loan or letter of credit
shall be conditioned upon the Borrower executing and/or delivering the
following:
2.1. This Amendment, with all schedules attached.
2.2. $15,150,000 Revolving Credit Note evidencing the maturity
date extension to August 31, 2000, in form and content as set forth on
Schedule "2.2" hereto.
2.3. Any other instruments, documents and/or agreements
reasonably required by Bank in connection herewith.
3. RATIFICATION. Borrower hereby ratifies and confirms all Loan
Documents to which it is a party, and represents and warrants that: (i) the Loan
Documents remain in full force and effect and unchanged except as expressly
amended hereby, (ii) all representations and warranties made thereunder are true
and correct as of the date hereof and (iii) no Event of Default exists as of the
execution of this Amendment. Borrower further represents and warrants that the
Security Agreement delivered to Bank in connection with the Credit Agreement
remains in full force and effect, and that it shall additionally secure payment
of the $15,150,000 Revolving Credit Note, together with extensions, renewals and
changes in form thereof.
4. RATIFICATION (Guaranty). AAON, Inc., a Nevada corporation hereby
ratifies and confirms its Guaranty Agreement, and agrees that it is hereby
amended to evidence that it shall additionally guaranty payment of the
$15,150,000 Revolving Credit Note, together with extensions, renewals and
changes in form thereof. Guarantor represents and warrants to Bank that it is in
full and complete compliance with the terms and conditions of the Guaranty
Agreement, and any representations and warranties made therein remain true and
correct in all material respects.
<PAGE 4>
5. GOVERNING LAW AND BINDING EFFECT. This instrument shall be governed
by and construed in accordance with and governed by the laws of the State of
Oklahoma, and shall be binding upon and inure to the benefit of the parties
hereto, their respective heirs, executors, administrators, trustees, successors
and assigns.
6. COSTS, EXPENSES AND FEES. Borrower agrees to pay all costs, expenses
and fees incurred in connection herewith, including, without limitation, the
fees of Riggs, Abney, Neal, Turpen, Orbison & Lewis.
"Borrower"
AAON, INC., an Oklahoma
corporation
By /s/ Norman H. Asbjornson
-----------------------------------
Norman H. Asbjornson, President
AAON COIL
PRODUCTS, INC., a
Texas corporation
(formerly known as
CP/AAON, Inc.)
By /s/ Norman H. Asbjornson
-----------------------------------
Norman H. Asbjornson, President
"Bank"
BANK OF OKLAHOMA,
NATIONAL ASSOCIATION
By /s/ Robert Mattax
-----------------------------------
Robert Mattax
Senior Vice President
"Guarantor"
<PAGE 5>
AAON, INC., a Nevada corporation
By /s/ Norman H. Asbjornson
-----------------------------------
Norman H. Asbjornson, President
<PAGE 6>
PROMISSORY NOTE
$15,150,000 Effective Date: June 30, 1998
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, NATIONAL ASSOCIATION ("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 Second Restated Revolving Credit Agreement
("Credit Agreement") dated July 1, 1996, as amended, as follows:
a. Principal. Principal shall be payable on August 31, 2000.
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 1, 1998, 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 "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
<PAGE 7>
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.
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 of
the $15,150,000 Promissory Note dated effective June 30, 1997.
AAON, INC., an Oklahoma corporation
By /s/ Norman H. Asbjornson
-----------------------------------
Norman H. Asbjornson, President
AAON COIL PRODUCTS, INC.,
a Texas corporation (formerly known as
CP/AAON, Inc.)
By /s/ Norman H. Asbjornson
-----------------------------------
Norman H. Asbjornson, President
