SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made as of December 29, 2025 by and among AAON, INC., an Oklahoma corporation ("AAON"), AAON COIL PRODUCTS, INC., a Texas corporation ("ACP") and BASX, INC., an Oregon corporation (“BASX”; and, together with ACP and AAON, collectively, "Borrowers," and each individually, a "Borrower"), the other Loan Parties under the Existing Loan Agreement, all of the Revolving Lenders and BOKF, NA dba BANK OF OKLAHOMA, as the Administrative Agent, Swingline Lender and Issuing Bank, under that certain Amended and Restated Loan Agreement, dated as of November 24, 2021, by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Loan Agreement”; the Existing Loan Agreement, as amended by this Amendment and as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Loan Agreement”).
WHEREAS, pursuant to Section 2.26 of the Existing Loan Agreement, the Borrowers have proposed to increase the total Revolving Commitments from $500,000,000.00 to $600,000,000.00 (the “Revolving Commitment Increase”);
WHEREAS, the Lenders have agreed to provide the Revolving Commitment Increase, subject to the terms and conditions set forth in this Amendment;
WHEREAS, on the Sixth Amendment Effective Date (as defined below), the Borrowers intend to increase the total Revolving Commitments of all Revolving Lenders pursuant to the Revolving Commitment Increase; and (ii) make certain other amendments to the Existing Loan Agreement, in each case as more particularly described in this Amendment; and
WHEREAS, the parties hereto have so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.
1.Defined Terms. Unless otherwise noted, capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement referenced below.
2.Revolving Commitment Increase; Amendment to Existing Loan Agreement.
(a)Subject to the terms and conditions set forth herein and in the Existing Loan Agreement (except as set forth in clause (e) below), each Revolving Lender hereby agrees to increase its respective Revolving Commitment as set forth on Schedule 2.01 to this Amendment.
(b)Each Revolving Lender acknowledges and agrees that the respective Revolving Commitment of such Revolving Lender and the other Revolving Lenders under the Loan Agreement (as amended by this Amendment) are several and not joint commitments and the obligations of each such Revolving Lender are the several and not joint obligations of such Revolving Lenders. Each Revolving Lender further acknowledges and agrees that Schedule 2.01 hereto sets forth for such Revolving Lender its Revolving Commitment under the Loan Agreement immediately after to giving effect to this Amendment.
(c)Pursuant to Section 2.26 of the Existing Loan Agreement, the Revolving Commitment Increase documented hereby shall constitute a “Revolving Commitment Increase” (as defined in the Loan Agreement) under the Loan Agreement and an “Incremental Joinder”.
(d)The Revolving Commitment Increase shall be pursuant to (and constitute a part of) the existing “Revolving Commitments” (as defined in the Existing Loan Agreement) and shall be subject to the terms and conditions applicable to the existing Revolving Commitments as set forth in the Loan Agreement. The terms and provisions of the Revolving Commitment Increase and the Revolving Loans made thereunder shall be identical to those set forth in the Loan Agreement for the Revolving Commitments and the Revolving Loans.
(e)The parties hereto acknowledge and agree that, following the effectiveness of the Revolving Commitment Increase effected by this Amendment, the remaining Dollar amount available for Incremental Commitments under Section 2.26 of the Loan Agreement is $0.00.
(f)Section 9.01(a)(ii) of the Existing Loan Agreement is hereby amended and restated in its entirety to read as follows:
(ii) if to the Administrative Agent, to BOKF, NA at One Williams Center, 8th Floor,
Tulsa, OK 74172, Attention of Parker Dooly, SVP; Telephone No. (918) 595-3036;
807,Midwest City, OK 73110, Attention of Complex Commercial; Telephone No.
(405) 736-8941.
3.Conditions of Effectiveness. The effectiveness of this Amendment (the “Sixth Amendment Effective Date”) is subject to the satisfaction of the following conditions precedent:
(a)the Administrative Agent shall have received counterparts of this Amendment duly executed by (i) each Borrower and each other Loan Party, (ii) each Revolving Lender and (iii) the Administrative Agent, Issuing Bank and Swingline Lender;
(b)the representations and warranties contained in Article III of the Existing Loan Agreement and in the other Loan Documents are true and correct on and as of the date hereof and after giving effect to this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date;
(c)no Default or Event of Default shall exist and no Default or Event of Default shall exist after giving effect to the Revolving Commitment Increase and other amendments to the Existing Loan Agreement documented hereby on the date hereof;
(d)the Loan Parties are in compliance (on a pro forma basis after giving effect to the Revolving Commitment Increase) with the covenant contained in Section 6.12 of the Existing Loan Agreement;
(e)the Administrative Agent shall have received a certificate, in form and substance satisfactory to the Administrative Agent, dated as of the Sixth Amendment Effective Date, from a Responsible Officer of each Loan Party, certifying as to the satisfaction of the conditions described in the immediately preceding Sections 3(b), 3(c) and 3(d);
(f)the Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Sixth Amendment Effective Date and executed by its Responsible Officer, which shall (A) certify the resolutions of its Board of Directors, members or other governing body authorizing the execution,
delivery and performance of this Amendment and any related Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign this Amendment and any related Loan Documents to which it is a party, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization;
(g)to the extent requested at least three (3) Business Days prior to the Sixth Amendment Effective Date, each Revolving Lender shall have received an amended and restated revolving note reflecting such Revolving Lender’s Revolving Commitment Increase;
(h)the Borrowers shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it in connection herewith (including pursuant to that certain Fee Letter dated as of the Sixth Amendment Effective Date by and among the Borrowers and the Administrative Agent) to the extent due (and, in the case of expenses (including legal fees and expenses), to the extent that statements for such expenses shall have been delivered to the Borrowers on or prior to the Sixth Amendment Effective Date); and
(i)each Lender shall have received, at least three (3) days prior to the Sixth Amendment Effective Date, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Sixth Amendment Effective Date, (i) all documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (as defined in the Existing Loan Agreement) and (ii) to the extent the Borrowers qualify as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Existing Loan Agreement), a Beneficial Ownership Certification (as defined in the Existing Loan Agreement).
4.Reference to and Effect on the Loan Agreement; Reaffirmation.
(a)Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement after giving effect to the transactions contemplated hereby.
(b)Except as specifically amended above, the Loan Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. Each Loan Party hereby (i) agrees that, except as specifically provided herein, this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of any Loan Party arising under or pursuant to the Loan Agreement, the Corporate Guaranty Agreement or the other Loan Documents to which it is a party and (ii) reaffirms its obligations under the Loan Agreement and each and every other Loan Document to which it is a party (including, with respect to the Corporate Guarantor, the Corporate Guaranty Agreement). This Amendment is not intended to and shall not constitute a novation of the Existing Loan Agreement or any of the Obligations.
(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Existing Loan Agreement, the Loan Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)This Amendment is a Loan Document.
5.Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF OKLAHOMA.
6.Execution. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall be deemed to constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment. For the avoidance of doubt, the provisions of Section 9.06 of the Existing Loan Agreement shall apply to this Amendment.
7.Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
8.Representations and Warranties. To induce the Lenders and the Administrative Agent to enter into this Amendment, each Borrower and each other Loan Party hereby represents and warrants to the Lenders and the Administrative Agent:
(a)Each Borrower and each other Loan Party (i) is duly formed, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect;
(b)The execution, delivery and performance by each Borrower and each other Loan Party of this Amendment are within such Borrower’s and such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder action;
(c)The execution, delivery and performance by each Borrower and each other Loan Party of this Amendment (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any Law applicable to such Borrower or such Loan Party or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on such Borrower or such Loan Party or any of its assets or give rise to a right thereunder to require any payment to be made by such Borrower or such Loan Party and (iv) will not result in the creation or imposition of any Lien on any asset of any Borrower or any Loan Party prohibited under the Loan Documents;
(d)This Amendment has been duly executed and delivered for the benefit of each Borrower and each other Loan Party and constitutes a legal, valid and binding obligation of each Borrower and each other Loan Party, enforceable against each Borrower and each other Loan Party in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in general;
(e)No Loan Party has any claims, counterclaims, defenses or set-offs with respect to the Loans or the Loan Documents as modified herein; and
(f)After giving effect to this Amendment, the representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects, except to
the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.
9.Corporate Guarantor Ratification. AAON, Inc.’, a Nevada corporation, in its capacity as the Corporate Guarantor, hereby ratifies and confirms its obligations under the Corporate Guaranty Agreement made for the benefit of the Lenders and agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and agrees that its guaranty of the Guaranteed Obligations, as defined in the Corporate Guaranty Agreement (which Guaranteed Obligations include, for the avoidance of doubt, the Revolving Commitment Increase) pursuant to the Corporate Guaranty Agreement shall remain in full force and effect, and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment or otherwise, and the Corporate Guarantor hereby consents, acknowledges and agrees to this Amendment and waives any common law, equitable or statutory rights that it might otherwise have as a result of or in connection with this Amendment or any other Loan Document.
10.Release. Each Borrower and each other Loan Party fully, finally, and forever releases and discharges Administrative Agent, Issuing Bank, Swingline Lender and the Lenders and their successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity, that such Borrower or such Loan Party has or in the future may have, whether known or unknown, (i) in respect of the Loans, the Loan Documents, or the actions or omissions of Administrative Agent, the Issuing Bank, the Swingline Lender or Lenders in respect of the Loans or the Loan Documents and (ii) arising from events occurring prior to the date of this Amendment.
11.Assignments and Reallocations of Revolving Commitments and Revolving Credit Exposures. Each Revolving Lender has agreed, and the Administrative Agent, Issuing Bank, Swingline Lender and the Borrowers hereby consent, to, upon the Sixth Amendment Effective Date, the assignment and reallocation at par of the Revolving Lenders’ respective Revolving Commitments and Revolving Credit Exposures (the “Assigned Interests”), in each case, such that after giving effect to such actions and the increase of the aggregate Revolving Commitments pursuant to Section 2 above, the Revolving Commitment for each Revolving Lender shall equal those reflected on Schedule 2.01 attached hereto and such schedule shall replace and supersede Schedule 2.01 to the Existing Loan Agreement. With respect to the foregoing assignments and reallocations, upon the Sixth Amendment Effective Date, each Revolving Lender shall be deemed to have acquired its portion of the Assigned Interests allocated to it pursuant to the terms of an Assignment and Assumption attached as Exhibit B to the Loan Agreement as if each such Revolving Lender had executed an Assignment and Assumption with respect to such assignment and reallocation of Assigned Interests and such assignments and reallocations shall otherwise occur upon the Sixth Amendment Effective Date pursuant to mechanics reasonably determined by the Administrative Agent. In connection with, and for the purposes of the assignments and reallocations effected by this Amendment only and notwithstanding the foregoing each Revolving Lender hereby waives any required break funding payments otherwise owing to such Revolving Lender that are required under Section 2.11(g) of the Loan Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
AAON, INC., an Oklahoma corporation, as a Borrower
By: /s/Rebecca Thompson
Name: Rebecca Thompson
Title: Chief Financial Officer & Treasurer
AAON COIL PRODUCTS, INC., a Texas corporation,
as a Borrower
By: /s/Rebecca Thompson
Name: Rebecca Thompson
Title: Chief Financial Officer & Treasurer
BASX, INC., an Oregon corporation, as a Borrower
By: /s/Rebecca Thompson
Name: Rebecca Thompson
Title: Chief Financial Officer & Treasurer
AAON, INC.’, a Nevada corporation, as the Corporate
Guarantor and a Loan Party
By: /s/Rebecca Thompson
Name: Rebecca Thompson
Title: Chief Financial Officer & Treasurer
BOKF, NA dba BANK OF OKLAHOMA, as the
Administrative Agent, the Issuing Bank, the Swingline
Lender, and as a Lender
By: /s/Parker Dooly
Name: Parker Dooly
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/Nora Golden
Name: Nora Golden
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/Robert Corder
Name: Robert Corder
Title: Senior Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/Scott Blackman
Name: Scott Blackman
Title: Senior Vice President
ASSOCIATED BANK, N.A., as a Lender
By: /s/Nathan Jochimsen
Name: Nathan Jochimsen
Title: SVP
SCHEDULE 2.01
Commitments and Lenders
| | | | | |
| Name of Lender | Revolving Commitment |
| BOKF, NA dba Bank of Oklahoma | $174,000,000.00 |
| U.S. Bank National Association | $138,000,000.00 |
| Wells Fargo Bank, National Association | $138,000,000.00 |
| Bank of America, N.A. | $108,000,000.00 |
| Associated Bank, N.A. | $42,000,000.00 |
| TOTAL | $600,000,000.00 |
