[Logo]
MODIFICATION AND/OR EXTENSION AGREEMENT
Date: October 6, 1999 AG-VAJ
Borrower(s): PACIFIC AEROSPACE & ELECTRONICS, INC.
Lender: KEYBANK NATIONAL ASSOCIATION
Note: Dated September 22, 1998, in the principal amount of
$6,300,000.00, including any and all amendments thereto.
Loan #: 31-357577-3000009903
FOR VALUE RECEIVED, Borrower and Lender hereby agree to modify the
above-referenced Loan and Promissory Note and/or Loan Agreement as follows:
1. MODIFICATION AND/OR EXTENSION PROVISIONS.
o The maturity date of the Loan is hereby extended to September 5,
2000.
o Effective October 6, 1999, the interest rate on this Note shall
change to a variable rate equal to the Prime rate announced by
the Lender (the "Index"), plus zero percent (0.00%) per annum.
The interest rate will change automatically and correspondingly
on the date of each announced change of the Index by the Lender.
The Index is not necessarily the lowest rate charged by the
Lender on its loans and is set by Lender in its sole discretion.
2. CONDITIONS. The modifications and/or extension described above are subject
to and conditioned upon Borrower's full satisfaction of all of the following
conditions on or before the date first stated above, time being of the essence.
A. There shall be no uncured event of default under the Loan, nor
any event or condition which with notice or the passage of time
would be an event of default thereunder.
B. Borrower shall deliver to Lender a fully executed original of
this Modification and/or Extension Agreement.
C. All expenses incurred by Lender in connection with this Agreement
(including without limitation, attorney fees, recording charges,
charges for title policy update(s), escrow charges, costs of
obtaining updated or additional appraisal(s) or collateral
valuations, if required by Lender) shall be paid by Borrower.
D. Borrower shall comply with the following additional conditions:
o No additional conditions apply.
3. GENERAL PROVISIONS. Except as modified above, all other provisions of the
Promissory Note and any other documents securing or relating to the Loan (the
"Loan Documents") remain in full force and effect. All security given for the
Loan and all guarantees of the Loan (as applicable) shall continue in full
force. Borrower warrants and represents to Lender that it has full right, power
and authority to enter into this agreement and to
-1-
perform all its obligations hereunder, and that all information and materials
submitted to Lender in connection with this modification are accurate and
complete. Borrower warrants that no default exists under the Loan Documents.
Borrower reaffirms its obligation to pay the Loan in full and reaffirms the
validity and enforceability of the Loan Documents, without set-off, counterclaim
or defense.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
LENDER: BORROWER:
KEYBANK NATIONAL ASSOCIATION PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ XXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
-------------------------------- -----------------------------------
Xxxx X. Xxxxxx Vice President XXXXXX X. XXXXXX CEO & PRESIDENT
-2-
