EXHIBIT 99.4
WAIVER TO INDENTURE, dated as of October 5, 2001, by each of the
undersigned holders (each, a "Consenting Noteholder") of the 11 1/4% Senior
Subordinated Notes due 2005 (the "Notes") issued by Pacific Aerospace &
Electronics, Inc. (the "Company"), pursuant to that certain indenture dated as
of July 30, 1998, by and among the Company, the Guarantors (as defined therein),
and The Bank of New York (as successor to IBJ Xxxxxxxx Bank & Trust Company), as
Trustee (the "Indenture"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Indenture.
PRELIMINARY STATEMENTS
A. Reference is made to that certain First Supplement to Loan Agreement
dated as of October 5, 2001 among the Companies, the Lenders and the Agent (each
as defined therein) (the "DDJ Waiver").
B. Section 4.10 of the Indenture provides a limitation on the
incurrence of additional Indebtedness by the Company.
C. Section 4.10(a) of the Indenture provides that the limitation on
incurrence of additional Indebtedness provided in Section 4.10 will not apply to
the incurrence by the Company or any Subsidiary of Bank Indebtedness up to an
aggregate principal amount outstanding thereunder (including any Refinancing
Indebtedness and other Indebtedness incurred to refinance, replace, defease or
refund such Indebtedness) not to exceed in the aggregate $15.0 million, minus
the amount of any such Bank Indebtedness (i) retired with the Net Cash Proceeds
from any Asset Sale applied to permanently reduce the outstanding amounts or the
commitments with respect to such Bank Indebtedness pursuant to Section 4.08 of
the Indenture or (ii) assumed by a transferee in an Asset Sale.
D. Reference is made to Sections 6.04 and 9.02 of the Indenture whereby
the Holders of at least a majority in aggregate principal amount of the Notes
may waive, in writing, compliance with any provision of the Indenture.
E. The Consenting Noteholders are the Holders of, exercise control over
Holders of, or have investment discretion with respect to, at least a majority
in aggregate principal amount of the Notes.
F. The Company has requested and the Consenting Noteholders have agreed
to waive, only as provided herein, certain provisions of Section 4.10 of the
Indenture solely for the purpose of effecting the DDJ Waiver.
Accordingly, in consideration of the agreements contained herein and
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, the Consenting Noteholders hereby agree as follows:
SECTION 1. Waiver. The Consenting Noteholders, either on behalf of
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themselves or on behalf of Holders over which they exercise control or with
respect to which they have investment discretion, hereby waive compliance with
Section 4.10 of the Indenture, but only to the extent of permitting the Company
to incur Bank Indebtedness up to an aggregate principal amount outstanding
thereunder (including any Refinancing Indebtedness and other Indebtedness
incurred to refinance, replace, defease or refund such Indebtedness) not to
exceed in the aggregate $15.0 million, minus the amount of any such Bank
Indebtedness (i) retired with the Net Cash Proceeds from any Asset Sale applied
to permanently reduce the outstanding amounts or the commitments with respect to
such Bank Indebtedness pursuant to Section 4.08 of the Indenture or (ii) assumed
by a transferee in an Asset Sale, plus any amounts necessary to give effect to
Sections 7(a)(ii) and 7(b) of the DDJ Waiver, as contemplated by the DDJ Waiver.
SECTION 2. Conditions of Effectiveness to this Waiver. This Waiver
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shall become effective on the date first above written upon receipt of executed
counterparts from each Consenting Noteholder.
SECTION 3. Limitation of Waiver. This Waiver shall apply only to and
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shall be effective only in the specific instance, for the specific purpose and
solely to the extent contemplated herein and shall not constitute a waiver of
any further exercise of the rights, powers, remedies or privileges waived herein
nor shall this constitute a waiver of any other right, power, remedy or
privilege.
SECTION 4. Governing Law. The internal law of the State of New York
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shall govern and be used to construe this Waiver, without regard to the
conflicts of laws provisions thereof to the extent that the application of the
law of another jurisdiction would be required thereby.
SECTION 5. Counterpart Originals. The Consenting Noteholders may sign
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any number of copies of this Waiver. Each signed copy shall be an original, but
all of them together represent the same agreement.
SECTION 6. Headings. Headings of the Sections of this Waiver are for
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convenience of reference only, are not to be considered a part of this Waiver
and shall in no way modify or restrict any of the terms or provisions hereof.
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IN WITNESS WHEREOF, each party hereto has caused this Waiver to be signed
in its name and behalf (or on behalf of a Holder as specified herein) by its
duly authorized officers, all as of the day and year first above written.
GSCP Recovery, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Address: 00 X. 00/xx/ Xxxxxx
Xxx Xxxx, XX 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
Principal amount of Notes held: $34.26 million
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Alliance Capital Management L.P., as
investment advisor
By: Alliance Capital Management Corp
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
Principal amount of Notes held: $8.5 million
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M.W. Post Advisory Group L.L.C., as
investment advisor
By: /s/ Xxxxxxxx Post
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Name: Xxxxxxxx Post
Title: Managing Member
Address: 0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
Principal amount of Notes held: $17.145 million
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