EXHIBIT 99.1
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT
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This Amendment No. 1 is effective as of the 1st day of February, 2002, and
is by and among Pacific Aerospace & Electronics, Inc. (the "Company") and each
of the undersigned holders (each, a "Consenting Noteholder") of the 11 1/4%
Senior Subordinated Notes due 2005 (the "Notes") issued pursuant to that certain
indenture (the "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 Xxxxxxxxx Bank & Trust Company), as Trustee (the "Trustee").
WHEREAS, the Company and each of the Consenting Noteholders entered into
that certain Second Amended and Restated Agreement dated as of January 11, 2002
(the "Second Amended and Restated Agreement); and
WHEREAS, the parties hereto desire to extend certain deadlines under the
Second Amended and Restated Agreement as specifically set forth below.
A. Amendments.
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1. Section 8(c) of the Second Amended and Restated Agreement is hereby
amended and replaced in full with the following:
"(c) the Exchange is not consummated by March 15, 2002,".
2. Section 9(c) of the Second Amended and Restated Agreement is hereby
amended and replaced in full with the following:
"(c) the Exchange is not consummated by March 15, 2002,".
B. Miscellaneous.
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1. Except as specifically amended above, the Second Amended and
Restated Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
2. This Amendment No. 1 to Second Amended and Restated Agreement may
be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original and all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties below have executed a counterpart
of this Amendment No. 1 to Second Amended and Restated Agreement, the terms of
which shall be effective upon execution by the Company and the Consenting
Noteholders.
Dated: February 1, 2002 Pacific Aerospace & Electronics, Inc.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer
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Dated: February 4, 2002 GSCP Recovery, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Address: 00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
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Dated: February 4, 2002 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: 1345 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
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Dated: February 6, 2002 M.W. Post Advisory Group L.L.C., as
investment advisor
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Managing Director
Address: 0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
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Dated: February 6, 2002 Xxxxxxx X. Xxxxx & Sons Special Situation
Partners II, L.P.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Principal
Address: 00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Tel.: 000-000-0000
Fax: 000-000-0000
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